To whom should the corporate secretary report?

William Mostyn, Bank of America’s Deputy General Counsel & Corporate Secretary, among his other duties keeps track of some 2,000 subsidiaries. In his spare time, Mostyn is Chairman of the Board of the Society of Corporate Secretaries & Governance Professionals (SCS&GP). In a profile published by Met. Corp. Counsel, Vol. 15, April 2007 at 64, he makes clear to whom he thinks the corporate secretary should report:

“In light of the legal underpinnings of so many corporate governance issues, and of the legal nature of the company’s relations to the investing and general public, I believe that the corporate secretary should report to the general counsel.”

Being a lawyer, however, and current chief of SCS&GP, he has to be politic, and point out that this conclusion depends. “I am aware, however, that a great many report to the CEO or to the board chairman, and there is something to be said about both those reporting lines.”

We welcome comments

Your email address will not be published. Required fields are marked *