Another in the newbie series: If the corporate secretary is also the general counsel —which is still fairly common, though becoming less so—they report to the CEO in most cases, but they probably also report functionally to the board chair or the lead independent director. If the corporate secretary isn’t also the GC, they probably report to the GC—although it’s possible that they report to the CEO or another senior officer.

So, the corporate secretary is in the curious position of being subordinate to the CEO while also “reporting” indirectly to the CEO’s boss.

Regardless of the organizational chart, the corporate secretary essentially reports to each member of the board of directors because they are constantly liaising with each director. It’s a unique position where the corporate secretary effectively has a dozen or more bosses in practice.

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Photo of Broc Romanek Broc Romanek

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw…

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw and managed coverage on issues related to ESG, corporate governance, executive pay, deals, and market trends and analysis.

In addition to his nearly two decades of working as a journalist and publisher, Broc served as assistant general counsel at a Fortune 50 company, worked in the Office of Chief Counsel of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, was a counselor to former SEC Commissioner Laura Unger, and worked in private practice. He also is the author, or co-author, of four legal treatises, and has authored several books focused on the legal industry.