What being Corporate Secretary involves, and potential conflicts with being General Counsel

The ever-thoughtful Sabine Chalmers, chief legal officer of InBev, lays out clearly the typical obligations of a company’s Corporate Secretary. Her piece in ACC Docket, Vol. 26, Sept. 2008 at 14, states that “the role requires strong organizational skills” particularly for the timely and careful production of Board of Director (BOD) materials, minutes, training, Board evaluations and governmental disclosures. Further, you need “a good grounding in the corporate governance and securities requirements of the jurisdiction where you operate.” Third, “a sound knowledge of the company’s by-laws and committee charters is a must.” Along with those requirements, a Corporate Secretary should know “the basic tenements [unusual word, Sabine!] of the listing and regulatory requirements in the country of incorporation.”

Chalmers also mentions the possibility of conflicts of interest between “advising the BOD (the role of the corporate secretary) and management (arguably the role of the general counsel who oftentimes reports to the CEO or another member of management.). In the United States, the roles are typically combined (See my post of Aug. 12, 2008: corporate secretary with 21 references.).

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