In this article
A corporate secretary in the boardroom is one of the board's most important resources. Under state corporation laws, every public company must have a corporate secretary, also called the secretary of the corporation, and the individual who fills this role is a valuable member of the executive management team.
"We are part of ensuring the corporate governance within the company is smooth, and shareholders are informed at the right level," says Kavitha Pakala, deputy company secretary at Inghams Enterprises Pty Limited.
As such, the corporate secretary duty has expanded over time to include many administrative and managerial duties underpinning corporate governance. Under the corporate secretary's guidance, good governance protects companies against class-action lawsuits over securities disclosures and helps navigate Securities and Exchange Commission (SEC) enforcement initiatives.
By committing to good governance — and an effective corporate secretary — companies demonstrate that they're invested in productivity, enhancing public relations and getting more involved in their communities. Here, we'll explain how the corporate secretary keeps the wheels of governance turning, including:
A corporate secretary is a senior leader with critical governance and administrative responsibilities. This position keeps information flowing to and from the board and ensures all board activities comply with legal and regulatory requirements. As such, the corporate secretary is often the gatekeeper of good governance.
The role is also under more pressure than ever. In the GC Risk Index 2026, Diligent Institute found that only 21% of senior legal leaders are very confident their board receives the right mix of information on risk — and the corporate secretary sits at the center of that information flow, responsible for making sure the right materials reach directors at the right time.
Effective corporate secretaries are important because they:
The role of the corporate secretary has evolved over time. As a result, the 10 most important responsibilities of the corporate secretary have also evolved, and they're very different today than they were even 10 years ago. These secretarial duties now span far more than meeting logistics. Here's a look at what the responsibilities of a corporate secretary look like today:
Today's corporate secretary is the main 'go-to' person whenever a board director, executive or committee needs guidance, advice or resources related to fiduciary duties. These duties refer to the obligations board members have to act legally, ethically and in the best interest of shareholders. Fulfilling that duty depends on accurate resources and information — both of which the corporate secretary provides.
"We are really the backbone of running decision-making and the integrity," says Pakala.
Corporate secretaries gather and disseminate relevant information to the board at the right time, including financial reports, regulatory updates and more. They're also in charge of record-keeping, another invaluable tool for keeping boards informed. Board members can also turn to corporate secretaries for ongoing education about the industry and regulatory landscape through training sessions and workshops.
If the corporate secretary doesn't have the answer, it's their responsibility to find it, including by seeking external advisors or consultants, leveraging board committees or working with other leaders, like the general counsel. Increasingly, corporate secretarial teams turn to AI-powered research and summarization tools to surface the specific regulatory update or risk disclosure a meeting needs, rather than combing through every filing by hand.
The corporate secretary plays a key role in setting the agenda, writing meeting minutes, getting them approved, and engaging in pre-meeting planning. Minutes become an official record of the board's action, meaning that the secretary actually creates evidence that the board has properly fulfilled its fiduciary duties.
This responsibility spans before, during and after board meetings. Corporate secretaries set the agenda in collaboration with the board and committee chairs, prepare for each meeting by collecting and distributing key documents and reports, and take detailed notes on the discussions and decisions that arise during the meeting.
Corporate secretaries must then review the minutes and seek final approval before storing them as part of the corporate record. This documentation should reinforce the integrity of the board and the governance process.
The corporate secretary has evolved into a senior corporate officer who advises the board on key corporate governance issues. This evolution reflects the board's and executive's growing emphasis on corporate governance as regulatory scrutiny and shareholder expectations have grown.
The corporate secretary is the leading authority regarding designing and maintaining a sustainable governance framework. They develop the policies, refine them as regulations evolve and enforce best practices in board oversight.
In addition, the corporate secretary serves as a key executive management team member in implementing and supporting the governance framework. They will ensure governance policies and processes align with the organization's long-term goals and monitor the effectiveness of the framework over time. As boards adopt AI for everything from risk monitoring to drafting, the secretary of a corporation is also increasingly expected to advise on AI governance, helping directors understand where AI tools are being used across the business and what oversight is in place.
Download our free checklist to learn the exact steps corporate secretaries can take to propel their companies' governance practices to the next level.
The governance framework encompasses the board and its committees. Committees usually include the audit, finance, compensation, risk management and governance committees. As governance experts, corporate secretaries advise on matters like the composition and performance of committees and the board as a whole. As secretary responsibilities have grown more advisory, this oversight increasingly includes stress-testing whether committee structures still match the risks the business actually faces.
They may recommend board appointments, facilitate board evaluations and identify the skills and expertise the board needs to be effective. Each committee must also comply with legal and regulatory requirements, and the corporate secretary will ensure they do. This includes planning and overseeing committee meetings in much the same way they manage board meetings.
All board directors are directly responsible for managing legal entity governance. The corporate secretary oversees this area, including ensuring that all board directors operate according to the provisions of the company's Articles of Incorporation, bylaws, charters and other founding documents. For companies that have subsidiaries, the corporate secretary’s duty is to also serve the subsidiaries, joint ventures and other entities.
"Being able to visualize where each company sits in relation to the rest of the group and see the group in its entirety is invaluable," says John Mills, group company secretary at Anglo American.
Because Articles of Incorporation typically designate the secretary of the corporation as the official custodian of these records, the accuracy of the corporate record carries legal weight well beyond routine filing. As a result, many corporate secretaries also spearhead the board's entity management process, including selecting and managing an effective governance platform.
Corporate secretaries have extensive responsibilities, many of which they can't do alone. Secretaries have increasingly turned to software and engaged the board in a broader digital transformation.
"We rely on software providers or some kind of automation because regulations are deep and enormous," says Pakala. "Having a Diligent portal helps us in navigating the right decision-making."
While entity management software is prominent in the boardroom, Paul Marcela lists other types of service providers corporate secretaries may engage as:
Many of these providers, including board portals and entity management systems, now build AI directly into their platforms, flagging missing signatures, inconsistent filings or upcoming deadlines before they become problems.
So many changes are happening rapidly in the highly regulated marketplace; companies must ensure their governance programs keep pace with them. Corporate secretaries lead this charge, developing, maintaining and enhancing governance programs so they remain responsive to market changes, regulatory shifts and best practices. Doing so is particularly essential during turbulent periods.
According to What Directors Think 2026 by Diligent Institute and Corporate Board Member, 84% of directors have changed their approach to scenario planning in response to today's volatility, a sign that governance programs built for a stable environment no longer hold up under real-world pressure.
In that way, corporate secretaries become foundational to ethical and compliant company operations. How effectively the corporate secretary assesses, develops and refines governance mechanisms is directly tied to the company's and the board's overall effectiveness.
The best corporate secretaries balance the demands of regulatory bodies and shareholders with the company's unique organizational needs; their involvement ensures that the processes are practical and effective in supporting long-term growth.
While board directors bring a certain degree of expertise to the board, they often need training and development in corporate governance, finance, cybersecurity or various other areas. Corporate secretaries are the lead people who administer board evaluations, conduct corporate governance audits, help resolve succession planning issues and assist directors with education, training and orientation programs.
If gaps arise in the board's knowledge or expertise, the corporate secretary should be the first to identify and mitigate them. Likewise, secretaries should proactively audit board governance to align with best practices and regulatory requirements. In either case, the corporate secretary is responsible for planning training and orientation so all board members have the information they need to be effective. As AI oversight becomes a board-level responsibility, training increasingly includes helping directors understand how AI is used across the business, not just cybersecurity and finance fundamentals.
The corporate secretary is the primary person who sets the board meeting agendas and, as such, requires them to liaise with both the board and executives. They must collaborate with the board and the executive team to identify and prioritize discussion items for the board and committees. This responsibility extends to assisting executives with producing annual reports, sending financial press releases and reviewing insurance policies.
Effective corporate secretaries will lay the groundwork for more productive meetings that comply with governance practices. Working with executives and the board gives corporate secretaries a clear vantage point on priority discussion items, whether financial performance, risk management or more. Secretaries are also influential beyond meetings.
Working with the CFO and other leaders to prepare annual reports, coordinate financial press releases, collaborate on risk management and ensure compliance with insurance policies are all in the secretary's wheelhouse. In essence, they are the conduit through which all critical information flows. These secretarial duties extend into nearly every corner of the executive relationship, well beyond the boardroom itself.
In many situations, another party needs access to documents related to a sale, acquisition or divestiture to complete the due diligence process. External auditors, lenders or regulatory bodies often request corporate documents. Corporate secretaries, leveraging board management technology, are the keeper of all these records.
"[Diligent Messenger] helps ensure important messages don't get lost, and it provides us with another layer of protection knowing communications are being made on the securest platform available," says Ben Backberg, senior corporate counsel and assistant corporate secretary at General Mills. Due diligence for transactions requires a corporate secretary who practices good corporate governance and maintains strong internal controls, because many transactions require authorization or signature authority.
Companies preparing for their initial public offering (IPO) also rely heavily on the corporate secretary to gather all necessary documents and comply with the SEC and stock exchange listing requirements to implement the IPO. State corporation statutes generally require a corporation secretary to attest to specific filings, and AI-assisted document review is increasingly how secretaries manage the sheer volume involved in an IPO or major transaction, flagging missing signatures or inconsistent entity names across thousands of pages.
Executing the 10 responsibilities above well takes more than checking boxes. The strongest corporate secretaries apply a few consistent practices across each duty. These practices turn routine administration into stronger, more resilient governance.
Keep bylaws, Articles of Incorporation, subsidiary documents and meeting minutes in one place rather than scattered across email and shared drives. A single source of truth:
Build a repeatable process for how agendas are built, materials are distributed, and minutes are drafted and approved, so no meeting depends on one person's memory. A consistent cadence:
The most effective secretaries flag governance and compliance risks proactively rather than waiting for the board to ask. This shift from order-taker to advisor is what separates administrative support from strategic counsel, and it's increasingly expected as boards face faster-moving risks.
Corporate secretary and company secretary describe the same governance function, but the statutory duties attached to that function differ meaningfully by region, and treating one jurisdiction's checklist as universal creates real compliance gaps for multinational organizations:
Multinational companies should confirm requirements market by market rather than assuming their headquarters' rules travel with them, and should build local counsel review into any jurisdiction where governance requirements haven't been recently verified.
The corporate secretary role has outgrown the training that once supported it. A secretary who now advises on AI oversight, stress-tests committee structures and answers to regulators in several jurisdictions needs development that keeps pace with the mandate, not a one-time orientation when they took the job.
Most corporate secretaries build their expertise across four tracks:
New secretaries and those stepping up from an assistant role benefit most from structured onboarding: shadowing a full meeting cycle, reviewing prior minutes and board packs, and meeting the general counsel, CFO and committee chairs before their first meeting as secretary.
The same discipline applies to the board. Secretaries responsible for director education can draw on Diligent's board education library rather than building a curriculum from scratch, covering cybersecurity, AI oversight and sector-specific regulatory topics as they evolve.
With board portal options ranging from generic file-sharing tools to purpose-built governance platforms, choosing the right one comes down to a few criteria specific to how a corporate secretary actually works day to day. The best board portal for a corporate secretary should:
A portal that only digitizes paper board books solves half the problem. The stronger test is whether it also reduces the manual, repetitive work that eats into a secretary's day, which is where a connected platform like Diligent's comes in.
All 10 responsibilities run into the same friction: information must reach the right people at the right time, and manual, disconnected processes make that hard to guarantee. Diligent One Platform closes that gap, bringing agenda-building, board book creation, minutes and secure distribution into one place.
These tools free the secretary from manual assembly work, leaving more time to advise the board.
A corporate secretary is a senior governance leader who keeps information flowing to and from the board and ensures board activities comply with legal and regulatory requirements. Core duties include preparing agendas and minutes, advising directors on governance matters, maintaining the corporate record, overseeing entity governance and coordinating board training. Under state corporation laws, every U.S. public company must have a corporate secretary.
The corporate secretary duties include ensuring the board has the resources to meet its fiduciary duties, preparing and getting approval for meeting minutes, advising the board on governance, maintaining the governance framework, overseeing legal entity governance, managing service-provider relationships, developing governance programs, leading director training, collaborating with executives on agendas and reporting, and keeping all corporate documents. The role has shifted from administrative support toward strategic governance advisory.
The two terms describe substantially the same governance role, with the label varying by region. "Corporate secretary" is more common in the United States, while "company secretary" is standard in the United Kingdom, Australia and much of the Commonwealth. Both are senior officers responsible for board support, statutory compliance, record-keeping and governance advisory. In some jurisdictions the company secretary role carries specific statutory duties defined in corporate law.
In the United States, state corporation laws generally require every public company to have a corporate secretary, and the role is treated as a corporate officer position. Requirements vary for private companies and by jurisdiction, so organizations should confirm their specific obligations under applicable state law and their own bylaws. Even where not strictly required, most organizations of any size appoint one to maintain sound governance and record-keeping.
Effective corporate secretaries combine deep knowledge of corporate governance and regulatory requirements with strong organizational, communication and judgment skills. Because the role has become more strategic, secretaries increasingly need fluency with governance technology, an understanding of emerging risk areas such as cybersecurity and AI oversight, and the ability to advise directors rather than simply administer meetings. Discretion and accuracy are essential, given the sensitivity of board materials.
Ready to give your corporate secretary the tools to lead governance? Learn more.
