The Board Secretary — often referred to as Corporate Secretary in international contexts — is much more than just the legal secretary. As a link between the Board of Directors and Management, he has central responsibility for the organization, implementation and follow-up of Board meetings and general meetings. The article shows which tasks and competencies belong to the corporate secretary, which legal principles are decisive and how digital solutions such as Konsento can relieve the corporate secretary in his demanding role.
The corporate secretary - often referred to as corporate secretary in practice - is the link between the board of directors and management and therefore much more than a legally required secretary. They perform demanding and responsible tasks within a stock corporation (AG), which is why high professional demands are placed on them. In this blog, we present the VR secretariat in more detail.
Tasks
The Code of Obligations only mentions the role of the Board Secretariat in connection with the legally required management of the AGM and BoD minutes as its signatory.
However, in addition to keeping minutes, the Board of Directors secretariat is responsible for organising and monitoring the governing body. This includes preparing the meetings of the vRS, the Board of Directors committees and general meetings as well as the respective motions, coordination with notaries, pending control, changes in the commercial register as well as the operational management of the share register and the management of regulations and instructions. Depending on the size and structure of the company, the Board of Directors is the link between management and the board of directors.
Corporate secretary as secretary of the general meeting
As mentioned at the beginning, the corporate secretary is only mentioned in the Act in connection with the management and signing of the minutes of the AGM and BoD meetings. The corporate secretary plays a special role in the planning, implementation and follow-up of the General Assembly, which is much more formalistic by law, as it is also a minutes taker. On the one hand, the Board of Directors is responsible for the correct and timely convening of the Annual General Meeting. The agenda items sent with the invitation must be legally secure and complete. As part of the preparation process, the Board of Directors is also responsible for determining the voting rights and must determine the number, type, nominal value and category of shares represented at the beginning of the meeting. This also includes complex coordination with the voting rights group. Both in the case of the virtual general meeting and when using electronic means, it must also be ensured that the identity of the participants is established and that their votes are transmitted immediately and that shareholders can submit motions and participate in the discussion. It must also be ensured at all times that the voting results are correct. Responsibility for the process remains with the chairman of the meeting, usually the President of the Board of Directors. However, the secretariat will be required to guarantee the flawless functioning of the general meeting — including technical requirements such as video and sound transmission, ensuring sufficient Internet bandwidth, counting of votes, etc. And finally, it is responsible for keeping minutes and therefore for making them available to shareholders in due time.
Competencies and correct staffing
The requirements listed above already indicate that this important role on the Board of Directors must also meet certain professional requirements. In particular, a board secretary should be aware of the legal principles. Board secretaries therefore often also have legal or business education.
As a result of close cooperation with the highest management and supervisory body, the following requirements are also often required: discretion, interpersonal and organizational skills, quick comprehension, networked thinking and organizational talent with higher business or legal education and training.
Conclusion
Being a corporate secretary is a demanding, responsible task that also requires high professional requirements.
In order to make tasks easier for the VR secretary, Konsento has developed an innovative digital toolbox, which is provided by the Share register management, on the organization, implementation and recording of Board meetings and General meetings or the preparation of tax certificates through to complex transactions such as capital increases Simplifies most of the tasks of the corporate secretary significantely. Contact us for a non-binding information meeting so that we can show you how we can also support your corporate secretary.
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