Session C August 21 , boards secretaries' duties and role 15th Annual Corporate Goverbrnance Conference / Canadian Society of Corporate Secretaries Halifax, NS, Canada

1. Board Secretaries’s role and duties
in Europe
Corporate governance conference, Halifax,Wednesday, August 21, 2013

2. ecoDA BENCHMARK, 2013
Which is ecoDA?
 The European Confederation of Directors'
Associations,considered as « the EuropeanVoice of Directors
What about this benchmark ?
 It’s time to specify the role of Corporate Secretaries
 Lack of societies of corporate secretaries in Europe
 Lack of corporate secretaries in many companies (big, small and
medium)
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3. Four questions
 Is the function legally recognised in your
country?
 Do Board Secretaries have clear functions
and duties?
 Do they have a specific place in the
organisation?
 Have your Institute carried out any actions
to promote the role of Board Secretaries?
(working groups, networks, surveys…)
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4. Amazing heterogeneous results
The board secretary function is not legally
recognised, (except in Spain and in the U.K)
 German case: a two tier system
- a “Corporate Secretary” (legally not
required) supports the management board
- But no comparable institution for the
Supervisory board.
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5. In the UK
For every public company, a legal
requirement to have a company secretary.
 For a private company, not a legal
requirement but common at larger private
companies.
 In very small companies, company
secretarial duties may be outsourced to an
external provider
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6. What SPAIN ?
 According to the Capital Companies
Act , a few articles to the Secretary
of the Board, describing its duties
and responsibilities within the Board
of Directors of the Companies
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7. No clear functions & duties
 As Company Secretaries are not legally
recognised, there are no clear functions and
duties.
 No real willingness to bring about changes until
shortly before the launching of this benchmark.
 Why? Too many small companies ? No
cooperation between countries ?
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8. Luxembourg,
an "engine" in the quest for solutions and launch of initiatives
+ Presence of ILA Company Secretary Committee,
« the CS supports those who support the Board »
 Commonly understood to involve (in particular organising
Agendas, board packs and minutes of Board meetings).
 employees, lawyers, directors, compliance officers, or other
persons by title
 the full Board Support role may also be split between
different persons covering different aspects of it.
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9. Unrewarding roles
 No clear specifications of their duties, apart
from a common understanding of their role
(organising Agendas, board packs and minutes
of Board meeting
 BUT in this time of change, need to continue
playing their role of well-placed observers and
judicious advisers.
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10. Spain: a sort of public notary within the Board
 As such, the only one to draft the minutes of all meetings
being held by the Board of Directors and/or all the
Commissions created within it.
 also, in charge of officially certify all resolutions adopted by
all the administrative bodies of the Company including the
General Shareholders' Meeting
 specially the resolutions officially recorded within the
Commercial Registry.
 all the official books and records of the Company are under
the official custody of the Secretary of the Board.
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11. UK: legal but large in case of need
 Some of the role and duties of the company secretary
defined in the UK Corporate Governance Code.
 But a large range of duties may be undertaken in the
role .
 In some companies, role quite specialised, and focused
on supporting the chairman and the board and fulfilling
legal/compliance requirements.
 In other companies (e.g. smaller companies), a more
wide-ranging role akin to chief operating officer.
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12. General,
no specific positions in the organisation
 In Denmark, company secretaries defined as a specific position, or
as a part of their responsibility
 In Finland, no specific place in the organisation and function
therefore not established.
 in Germany ever company has its own model to support the
supervisory board:
- in most companies, the Corporate Secretary of the Management
Board responsible for the organisation of the Supervisory Board
meetings and
 prepare the documents for the Supervisory Board Members.
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13. Awareness in Luxembourg,a tax haven
 Rection to the lack of definition and lack of clarity
about their role
 In addition to the overview on ILA's website
http://www.ila.lu/Z_Partie_Corporate_Secretaries/eng_latest
_updates.php),
 a recent document drafted by ILA's Company Secretary
Committee giving a broad outline of how they see their
duties as "high level principles" to ensure it could be adapted
to most situations.
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14. What about France?
 Few secretaries
 The main interface, key link between managers
and/or owners and board members
 The guarantor of the success
 The principal guarantee of the relevance and
proper functioning of the Board over time.
 The invisible transmitter/receiver of the Board
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15. What about the Belgian Institute of
Directors, GUBERNA
 An inquiry some years ago in order to try to identify a
common profile for the General Secretary
 An informal Company Secretaries Platform created with
the support of some local « General secretaries » and
PWC.
 A distinct group forGeneral Secretaries in their
member basis as well as for research ends ( best board
practices inquiry) as for other activities (speakers, legal
advice/exchange of experience...)
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16. The impact of CG codes
 In Macedonia,
 More and more direct discussions with clients and
members. (Corporate Governance Reviews or
Assessments) to explain the need of this function
in companies
 Plans to promote the function and to focus
attention on corporate secretaries
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17. Excerpts from the Corporate Governance Code of the Stock
Exchange regarding corporate secretaries (legal counsels)
 Principle 11:The board of directors or the supervisory board is assisted
by an internal legal counsel.
 11.2:The internal legal counsel assists the chairman of the
management body or the supervisory board in the organization of the
board of directors or supervisory board meetings (information, agenda,
evaluation, training program, etc.)
 ; 11.3:The Chief Executive Officer upon consent from the board of
directors appoints and dismisses the internal legal counsel;The
management board upon consent from the supervisory board appoints
and dismisses the internal legal counsel;
 11.4:The duties and responsibilities of the internal legal counsel are
defined by the internal regulations for the management body or the
supervisory board and are available on the website of the company;
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18. Clubs and task forces engaged
 In Norway, a company secretary forum twice a year to
discuss their role and work processes (highly
appreciated)
 In France, a club of Companies Secretaries ,energized by
the Secretary of the Board of L’Oréal and committed to
sharing best practices with other members.
 In the most countries, development of working groups
(domino effect) to avoid hard law and foster best
practices
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19. Numerous projects conducted……
 In Poland :
- research publications and some articles on company
secretaries (UK) or corporate secretaries (US & Canada) in
quarterly reviews.
- some seminars and workshops in order to promote the
function, to inspire legislation to introduce some modern
solutions to our company law.
 In Slovenia,
- a working group created to prepare a survey and
recommendations on the role of a board secretary (they keep a
track in their database and regularly communicate with them )
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20. But not formalized
 In Spain:
- Up to now, no special action from ICA in order to promote the role
of Board Secretaries.
- However, in the document dedicated to the duties of the members
of the Board, a special chapter specifically referred to the role of the
Board Secretaries.
 In Sweden:
- no actions or promotion focused on the roles of the boards’
secretaries but plan of a course aimed at the role of the board
secretary
- desire to liaise and collaborate with IFA and/or EcoDA (cross
border or European initiatives
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21. In the UK , a dynamic Institute
The Institute of Chartered Secretaries
andAdministrators (ICSA) and its
important role :
- he can go about rebuilding trust,
- he considers he or she can play in
facilitating a positive culture at board level.
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22. Conclusion:
the wake-up of European secretaries
 Ensure a balance of power between the executives , the
Board of Directors and shareholderds
 Have a task in the evaluation of Board members
 Have a role recognized by stakeholders (under the soft
law)
 Be a driving force in the quest for solutions and launch
of initiatives.
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23. Predictions : evolution of the role of CS
ecoDA and its members ,
more than a Europe –wide think tank,
a real desire to become a action tank,
that spearheads proposals focusing on how
to effectively transition to an active role.
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ManyThanks !
Viviane Neiter
Board member
neiter.consulting@wanadoo.fr
+33 6 30 97 32 89 89