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Corporate Secretary functions should be part of the general counsel’s responsibilities

In a few companies, the corporate secretary function – support of the Board of Directors and its committees, corporate housekeeping for subsidiaries, sometimes shareholder relations – stands on its own, not as part of the law department or a report to the chief legal officer.

I do not think that structure is advisable. Legal judgments and knowledge are crucial to the function, so it ought to be part of the general counsel’s portfolio. Indeed, benchmark matrics back me: Most general counsel are their company’s corporate secretary.

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