Optimise your Council’s management: A Complete Guide for Secretariats

Introduction

The effective management of the Board of Directors, regardless of the size of the company, is fundamental to the success of any company. All Boards of Directors have a Secretary, who may or may not be a Director. The main function of the Secretary of the Board is to ensure the smooth running of Board meetings, providing the Directors with the advice and information necessary for informed decision-making.

What are the main functions of a Secretary of the Board of Directors?

The Secretary of the Board of Directors performs a number of critical functions. The main ones are:

• Preparation and Organisation of Meetings

One of the essential tasks of the Secretary of the Board is the organisation of the meetings of the Board of Directors. This includes the preparation of the agenda and agenda in coordination with the Chairman of the Board, the convening of the meeting and the distribution of relevant documentation well in advance. A well-structured agenda and the provision of relevant and adequate information enable Board members to make informed decisions.

• Drafting and Custody of Minutes

The Secretary of the Board is responsible for drafting the minutes of the meetings. These minutes must accurately reflect the discussions held and the decisions taken, including the votes and resolutions on each of the items on the agenda of the meeting. In addition, the Secretary must ensure that the minutes are approved by the Board and maintain an organised archive of all minutes, ensuring their availability.

• Advice and Support to Directors

Providing advice and support to Board members is another critical function. The Secretary must ensure that Directors have all the information they need to perform their duties. In addition, the Secretary should be available to answer questions and provide guidance on corporate governance and compliance issues.

• Regulatory Compliance

Advising on compliance with applicable regulations is one of the main responsibilities of the Secretary of the Board. This involves keeping up to date with legislative changes and ensuring that the Board’s actions are in compliance with current regulations. It also includes liaising with legal advisors when necessary.

• Corporate Documentation Management

The custody and management of corporate documentation is another essential function. The Secretary must maintain accurate and up-to-date records of the Articles of Association, minute books, shareholder or nominee share registers and any other relevant legal documentation. In addition, he/she must ensure that this documentation is accessible to board members and auditors when necessary.

• Coordination with other company bodies

The Secretary of the Board acts as a liaison between the Board of Directors and other company bodies. This coordination is vital to ensure smooth and effective communication and implementation of the Board’s decisions.

• Certifying Faculty

One of the most important powers of the Secretary of the Board is his or her certifying capacity. The Secretary has the authority to certify the decisions and resolutions adopted by the Board of Directors and the General Meeting. This function is crucial for the legal validity of the resolutions adopted in the corporate bodies, as it provides a formal guarantee that the decisions faithfully reflect what was discussed and approved at the meetings, thus ensuring the integrity and transparency of corporate governance. For this reason, the Secretary of the Board shall be aware of each and every resolution adopted at the General Meeting and the Board of Directors.

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Chairman or the Board of Directors? Who convenes the Meeting?

If the call does not meet the legally required requirements, the general meeting will void. The reason is that the power to call the meeting is a non-delegable power of the administrative body

What are the main challenges in managing the Secretariat of the Governing Board?

In addition to the main functions mentioned above, the Secretary of the Board has the “responsibility” to promote an atmosphere of “social peace” within the company. This implies acting as mediator and interlocutor in the relations between the different parties within the company. Moreover, it must be alert to detect discrepancies and potential dysfunctions, warning about these situations and anticipating solutions to maintain harmony and effective collaboration between all parties involved. His role is not only to ensure compliance with regulations and procedures, but also to cultivate an organisational climate that fosters cooperation and minimises conflict, thus contributing to the overall well-being and sustainable success of the company.

What are the benefits of having an external Board Secretariat service?

Having an external Board Secretariat service provides significant benefits. The external services are supported by professionals with experience and expertise, enabling them to interpret the legal consequences of each scenario faced by the company.

Outsourcing the Board Secretariat allows the company to dedicate fewer internal resources to complex administrative tasks, such as preparing meetings and managing documentation, thus optimising operational efficiency. It also provides a personalised service and ensures regulatory compliance.

ILP Abogados’ board secretarial service is aimed at companies of all sizes. Having an external secretarial service is not only a strategic decision to improve the efficiency and regulatory compliance of a company, but also ensures the transparency, objectivity and adaptability necessary to face the contemporary challenges of the business environment.

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