What does a board secretary actually do?
The secretary to the board of directors - often referred to in practice as the corporate secretary - is the link between the board of directors and the executive board and is therefore much more than a statutory secretary. They fulfill demanding and responsible tasks within a stock corporation, which is why high professional requirements are placed on them. In this blog, we take a closer look at the secretariat of the board of directors.
Tasks
The Swiss Code of Obligations only mentions the role of the Board Secretariat in connection with the legally prescribed keeping of the AGM and Board minutes as its signatory.
However, in addition to taking the minutes, the Board Secretariat is responsible for organizing and supporting the Board of Directors. This includes preparing the meetings of the Board of Directors, the Board committees and the Annual General Meetings as well as the respective proposals, coordinating with notaries where necessary, monitoring pending matters, commercial register mutations and the operational management of the share register and the management of regulations and directives. Depending on the size and structure of the company, the Board Secretariat is the link between the Executive Board and the Board of Directors.
Board secretary as secretary of the AGM
As mentioned at the beginning, the BoD secretariat is only mentioned in the law in connection with keeping and signing the minutes of the AGM and BoD meetings. The BoD secretariat has a special role to play in the planning, organization and follow-up of the general meeting, which is far more formalistic by law, as it is also the secretariat. On the one hand, the Board of Directors is responsible for convening the Annual General Meeting correctly and on time. The agenda items sent out with the invitation must be legally compliant and complete. The Board of Directors is also responsible for determining voting rights as part of the preparations and must establish the number, type, nominal value and category of shares represented at the start of the meeting. This also includes the time-consuming coordination with the proxy. In the case of both virtual AGMs and the use of electronic means, it must also be ensured that the identity of the participants is established and that their votes are transmitted directly and that shareholders can submit motions and participate in the discussion. It must also be ensured at all times that the voting results are correct. Responsibility for the procedure remains with the chairman of the meeting, usually the Chairman of the Board of Directors. However, the secretariat will be required to guarantee the flawless functioning of the AGM - including technical requirements such as video and audio transmission, ensuring sufficient internet bandwidth, counting votes, etc. Finally, it is responsible for keeping the minutes and thus for ensuring that they are made available to shareholders in a timely manner.
Expertise and correct staffing
The requirements listed above already indicate that this important role on the Board of Directors must also fulfill certain professional requirements. In particular, a board secretary should be familiar with the legal principles. For this reason, board secretaries often also have legal or business training.
Due to the close cooperation with the highest management and supervisory body, the following requirements are also often made: Discretion, interpersonal and organizational skills, quick comprehension, networked thinking and organizational talent with higher business or legal education and training.
Conclusion
Managing the Board Secretariat is a demanding, responsible task that also requires a high level of expertise.
To make the tasks of the board secretary easier, Konsento has developed an innovative digital toolbox that significantly simplifies most of the tasks of the board secretary, from keeping the share register, organizing, holding and recording the minutes of board meetings and general meetings or preparing tax certificates to complex transactions such as capital increases. Contact us for a non-binding information meetingso that we can show you how we can also support your VR secretariat.
Sign up for our newsletterto stay up to date with company management.
Or follow us on social media: