Software for the Company Secretary and the Benefits

The complex and challenging role of the Company Secretary needs robust support. company secretarial software, like the Diligent Governance Cloud, not only makes Company Secretaries more efficient, but it enables them to work with the board to improve its performance in every respect.

Company Secretary: A Complex Role With Vast Responsibilities

In the UK, the Company Secretary has a very broadly defined role: “Acting as an advisor to the board to help run the company,” as one commentator puts it.

Yet the role is far more complex than that, as board members must realise when they participate in choosing a new Company Secretary. Not only must the Company Secretary ensure compliance with all governance rules and legal obligations related to the work of the board and for the company as a whole, but their responsibilities also include:

• Setting board agendas, and tracking board member locations to ensure contact;
• Ensuring compliance with all statutory filings;
• Filing of resolutions adopted at Annual General Meetings/new Articles of Association and any other filings required to be made with Companies House;
• Overseeing implementation of any changes in the corporate Memorandum, and the structure of the company’s loan capital;
• Communicating with management and shareholders;
• Managing board assessments and board evaluations; and
• Managing board composition and the appointment of new directors managing entities and subsidiaries.

This list, provided by one expert, is by no means exhaustive.

Nor does it give a sense of scope: “Company secretaries are often part of highly contested and emotionally charged boardroom environments. They are present as decisions are being made which can and will impact peoples’ lives – as shareholders, employees, customers, suppliers, and so on – in countless ways. Commercial risks must be taken, and the possible negative outcomes of decisions must be faced up to and reckoned with.”

“In the most difficult of circumstances, there are times when the continued existence of the company may even be in question. Jobs may be at stake, pension funds threatened and shareholder value on the line,” writes Julian Baddeley, Deputy Group Company Secretary at UK insurer Aviva.

Software for Company Secretaries and the Importance

With all of these challenges, the Company Secretary should be easily able to justify the importance of Company Secretary software.

1. Saving time: Scheduling all compliance updates, resolution filings, etc.

Company Secretarial software permits scheduling and automating the largest part of the Company Secretary’s filing requirements: This ensures that when directors consult these materials, they are up to date. All communications regarding the corporate Memorandum, Companies House filings and even entity management can be logged into the board portal and updated in real time. Should board members provide updates to other materials on the board portal, they are also logged and the Company Secretary can see that they are made.

2. Accelerating briefings: Maintaining a library of materials managed by the Company Secretary

Company Secretary software enables maintenance of a vast library of materials related to ongoing board of directors’ operations. Whether it be governance rules that need to be understood, or changes in the market that the company serves, all of this new data can be placed where directors can access it at any time, from anywhere.

The Company Secretary can use the software to get board documents to all board members, notify them of meetings, update their agendas, set agendas for board meetings and receive comments on the agenda from directors, make changes in strategic plans or submit them for discussion among members, among other things.

3. Assuring rapid and secure board communication

Company Secretary software, or a board portal, provides the means for board members to communicate among themselves, and with the Company Secretary, as well as with management. This communication application should be entirely secure. It must be protected by the highest levels of threat protection and encryption. With this safe and rapid means of communicating, directors may use whatever devices they wish, and whatever means they prefer: e.g., calls, chat, messaging, email.

In this way, it is possible for board members to discuss issues amongst themselves, or with the Company Secretary, the CEO or whomever they like. It is also possible to limit access of these communications to specific groups of directors.

All of this makes it easy to hold confidential and sensitive discussions. For example, board evaluations between peers are always a delicate area, one that can incite conflict. Using Company Secretarial software, these discussions can be kept completely private, and so a level of frankness and honesty can be reached that otherwise would not be possible.

Improving the quality of board evaluations is critical for directors, as the pressure to improve performance is great. This helps a Company Secretary resolve a major issue for the chairman and the board as a whole.

4. Conflict or challenge resolution: Bringing the right people together

When conflicts do arise, or when the board faces critical challenges like crisis management, the Company Secretary software permits rapid and efficient operations to achieve resolution. The right people can be brought together in seconds, and all of the information they need is right there, up to date, on the board portal.

Boards can work faster and achieve far better results.

Company Secretarial Software From Diligent 

Diligent Governance Cloud offers the most powerful and robust Company Secretarial software.

The Governance Cloud, the only integrated enterprise governance management solution that enables organisations to achieve best-in-class governance, is an ecosystem of software tools that digitises the various activities and tasks for the board of directors. As organisations grow more complex and regulations more stringent, the scope of governance responsibilities evolves. The Governance Cloud allows boards of directors to meet the demands in the boardroom and beyond with the ability to select the products they need that help them perform their best and work within their allotted budgets.

Governance leaders, executives and board directors rely on the industry-leading Diligent platform for the most secure and intuitive solution to board material management and collaboration. Diligent Boards™ is board software that electronically stores a board’s agendas, documents, annotations and discussions within a secure board portal.

Board secretaries and board chairs can use the portal to put together board books in minutes. The portal also has designated virtual rooms for committee work. Administrators of the portal can designate permissions for user to access various areas of the board portal in order to avoid unnecessary problems with confidentiality. The “Manage Meetings” feature consolidates board directors’ contacts, calendars and the logistics of meetings. The program is a secure and intuitive solution for managing board materials and facilitating collaboration. Enhance your minute taking with Diligent Minutes, a tool that is integrated with Diligent Boards™ and enables you to take board meeting minutes more efficiently. You will also be able to easily assign action items, all within a secure ecosystem