Metrics on the split between general counsel and corporate secretary roles

A recent large-scale survey discovered that 39 percent of the respondent companies have split the rules of general counsel and corporate secretary. The other 59 percent (2% did not answer), reported that the same person holds both positions. For instance, the General Counsel of Toro Company, Lawrence McIntyre, holds both roles and is also the chief compliance officer. This data and interpretation comes from Corp. Secretary, Jan. 2006 at 14.

There appears to be little consistency among companies of similar size or industry as to whether the roles are split or rolled up. One person suggested that if a company originally had a corporate secretary and then started a law department, the roles are more commonly split. Another suggested that if the general counsel comes to that position with a corporate background, as compared to say a litigation or intellectual-property background, the general counsel is amenable to or insists on the combined role.

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