board secretary

Board Secretary Ethics: Navigating Conflicts and Confidentiality

Good corporate governance means doing things in the right manner and following the best governance practices. If board members just see it as a set of rules, it’s like just checking a box, and they don’t really understand how it helps.

This is where the board secretary (also known as corporate secretary or company secretary) becomes important. The board secretary has an irreplaceable role in the organization as they are the main person the chairman talks to and is an integral part of the top management team.

What’s more, the board secretary connects the board with the top managers because they communicate with both groups. In fact, they play a pivotal role in conflict management in companies. Unfortunately, many organizations don’t really understand this role and the impact it can have on board culture. This can lead to problems with the board and prevent the board secretary from doing their job well.

Let’s have a look at the importance of a board secretary in an organizational setup and the role of digital technologies like board portal software in corporate governance.

1. Communicating and implementing organizational plan

Having a strong, well-devised plan for how to run a company is vital, and it is equally important to share that plan with everyone in the company.

The board secretary plays a massive role in making sure that the plan is clear. Board secretaries are mainly responsible for making sure the plan, any rules, and steps that go with it are written clearly and are easy to understand.

In a nutshell, they can make things hard or super easy for the rest of the company. If the secretary fails to interpret and reproduce the plan with clarity, it can create a misunderstanding and, thus, a gap between the board and the management.

One of the best ways to do that is to use virtual boardroom software. Secretaries can use boardroom software to share organizational plans with concerned individuals, add notes to the documents, and answer queries from boardroom users in real-time.

2. Ensuring safe communication inside and outside the organization

“The Board Secretary is the communication compass of an organization, guiding the ship of information in the right direction so that all aboard can navigate seamlessly towards success. They can make their jobs easy using reliable board software for real-time, secure communication”, says Jesus Rivas, Marketing Strategist at

Safe and smooth communication inside and outside the board is one of the core board secretary duties.

The role of board secretaries is paramount and unique; they serve as a crucial intermediary connecting the board and management. They play a massive role in minimizing or eliminating the gap between the board’s objectives and the operational aspects of the business.

Board secretaries, through effective communication, help the management to understand what board members expect from them and how board governance practices can help the organization in a broad spectrum.

What’s more, a board secretary also communicates with people outside the company, such as investors and stakeholders. Sometimes, board secretaries are the first person investors talk to. They work closely with the chairman and the board to make sure that the company keeps a good relationship with its shareholders.

Secretaries can streamline communication inside and outside the boardroom with the help of board portal software. It provides a wide range of tools for one-to-one communication, group conversations, and online board meetings.

3. Helping the chair in conflict resolution

The corporate secretary play a pivotal role in conflict resolution and managing tension between the board members.

The chairman is primarily responsible for establishing clear guidelines regarding:

  • The topics that should be addressed within the boardroom
  • Matters that need to be handled outside the boardroom
  • Issues to be totally eliminated from the business sphere

This helps set well-defined boundaries for discussions both within and beyond the boardroom.

Company secretaries, on the other hand, play a vital role in conflict resolution by ensuring the smooth functioning of the board. They often serve as impartial mediators, acting as honest brokers in conflicts.

Board portal software is a great place to unite the parties in conflict and give them a chance to share their concerns in real-time and hear what others have to say.

4. Maintaining transparency in disclosures and reporting

There has been a growing focus on improving the quality of corporate governance reporting, as well as increased demand for greater transparency.

Typically, it is the responsibility of the board secretary to prepare the governance segment in the company’s annual report and make it readily available to the shareholders, stakeholders, and other concerned parties.

Virtual boardrooms allow secretaries to prepare annual reports using built-in templates in the software and safely share them with shareholders.

Final words

Board secretaries are a pivotal position in any corporate setup. They are the ones who convey the corporate plans to all concerned persons, organize board meetings, help resolve boardroom conflicts, and communicate with shareholders.

Virtual boardroom software helps board secretaries streamline communication and data sharing via digital means, while boosting transparency and efficacy of these processes.

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