In-House Counsel

The sibling role of the general counsel, corporate secretary

By Rees Morrison

In the United States, many general counsel also serve as the corporate secretary. Hence, among other tasks of that role, they are responsible for minutes of Board meetings, corporate governance documents, and the logistics of the Board (See my posts of Dec. 12, 2007: with references to corporate secretary; April 12, 2006: three-quarters of US GCs are the corporate secretary; Oct. 2, 2006: general counsel who assume this responsibility; Nov. 1, 2005: necessity of that title in the United States; March 13, 2007: unusual at EMC where law firm lawyer is corporate secretary; and March 9, 2007 #4: a position description.).

UK general counsel who have this responsibility are referred to as the ?company secretary? (See my posts of Nov. 12, 2007: UK GCs want to be on the Board; and Nov. 9, 2006: reporting lines of European company secretaries.). This blog has commented on other aspects of the UK position (See my posts of April 13, 2007: reporting lines; and Aug. 27, 2005: separate functions at Cadbury-Schweppes.).

Vendors provide goods and services for corporate secretaries (See my posts of July 19, 2006; Aug. 9, 2006, Jan. 24, 2006; Oct. 1, 2006; Oct. 29, 2006; March 1, 2007 #1; Feb. 14, 2007; cottage industry; March 9, 2007 #1; and April 22, 2007: all on specialized software for the function.).

Given the penchant of this blogger, benchmarks appear on these web pages (See my posts of Feb. 4, 2008: cost per entity maintained; Feb. 18, 2007: split between general counsel and corporate secretary roles; and Feb. 17, 2007: frequency of corporate secretary, governance and compliance positions.).

Full post as published by Law Department Management on August 12, 2008 (boomark / email).