Here’s the fourth of the 21 hats that the corporate secretary wears (here’s the blog about the third hat): “The corporate secretary role has evolved dramatically over the past several decades. In the old days, the corporate secretary job was much more administrative. It didn’t require a law degree. Boards often were rubber stamps for the CEO. So board meetings typically were more about having a good time and not much in the way of real work. Corporate secretaries were there to support these social gatherings.

Those days are long gone and that characterization of the corporate secretary’s role is gone too. To do this job properly, you really need a solid handle on what is happening with corporate governance—the latest developments. This way, you can speak with confidence when relevant topics come up, like “does ISS treat every company like this?” Or “what do other people do when they get this type of shareholder proposal?”

You need to have the expertise to answer governance questions from directors so that they view you as a peer at the appropriate times—that you are the most knowledgeable person in the room when it comes to corporate governance.”

Print:
Email this postTweet this postLike this postShare this post on LinkedIn
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.