The Evolving Roles of the

Corporate Secretary
Ma. Jasmine S. Oporto, FICD
Fellow, Institute of Corporate Directors
16 June 2022

Proprietary & Confidential

 Where do we begin?
Part of the job as a
Corporate Secretary
is to put yourself in
others’ shoes

Proprietary & Confidential

 Powers, Duties & Responsibilities
Existing Laws & Regulations
-Revised Corporation Code
-SEC Manual of Corporate
Governance
I-ACGR
- Sustainability Reporting
-Philippine Stock Exchange &
debt exchanges
-AMLC

By-laws
Corporate Resolutions
Other Mandatory &
Voluntary Obligations

Proprietary & Confidential

 Changing & Expanding Roles . . . More
▪ governance work, board secretariat management, Board evaluations,
raising issues and agenda
▪ regulatory compliance work (e.g. corporate reporting, SEC, PSE,
PDEX, BSP, AMLC, BIR, others)
▪ corporate responsibilities/reputation risks management
▪ stakeholder relations work re governance
▪ Chief Administrative Officer or Chairman’s Chief of Staff? What do
you think?
Proprietary & Confidential
 The Evolving Roles of the Corporate Secretary

Catalyst for governance/Governance professional

- Corporate Governance framework

- Environmental, Social Governance + Sustainability

Proprietary & Confidential

 Broadening Governance ecosystem
Environment, Social and Governance (ESG) + Sustainability

The Corporate Secretary has a unique role in the

ESG ecosystem. He/she is now expected to bring
more people and more issues to the table to
ensure that those people coming from diverse
backgrounds and experiences as well as issues,
concerns and other points of view are heard,
evaluated and decided on.

Proprietary & Confidential

 The Evolving Roles of the Corporate Secretary
Governance and Compliance
- Delegation
- Board composition and succession planning
- Board evaluation
- Effective board meetings
- Board dynamics at meetings
- Share registration and dividends
- Board of directors
Proprietary & Confidential
 The Expectations – a case of Déjà vu?
✓ Discreet sounding board to Chairman and other directors
✓ Voice that encourages and provides a forum for authentic debate among
directors, drawing on the professional experience and knowledge of the Company
✓ Reviewer and source of relevant legislative, regulatory and governance updates
and developments to promote good decision making by the board
✓ Executive who briefs Board on any and all issues
✓ “Jack of all trades”/ Master of Zoom and all kinds of Technology

Proprietary & Confidential

 Key activities and qualifications of a
Corporate Secretary

✓ Document and certify to all meetings and resolutions of the Board

✓ Facilitate onboarding of directors/trustees
✓ Organize orientation, training and performance assessments of Board
✓ Take minutes during Board Meetings.
✓ Take charge of schedules, conduct and order of meetings.
✓ Act as the Compliance Officer.

Proprietary & Confidential

 Key activities and qualifications of a
Corporate Secretary

✓ Ensure organization and key members are compliant with governmental

requirements in order to maintain validity of their positions
✓ Provides Check and balance
✓ Coordinate different departments in organization in activities
✓ Organize Board and Committee Meetings
✓ Assist Board in discharge of duties

Proprietary & Confidential

 Key activities and qualifications of a
Corporate Secretary
✓ Default advisor of Board
✓ Recorder of deliberations
✓ Liaison (Good Communicator/ Sensitive to Board dynamics)
✓ Pre-Clearing house for matters elevated to the Board
✓ Corporate governance work (compliance)
✓ IT support

Proprietary & Confidential

 The Evolving Roles of the Corporate Secretary

Adviser and communicator

- Strategy - development and evaluation
- Risk and business continuity
- Development/ implementation of strategy
- Good ethical culture
- Good corporate citizenship

Proprietary & Confidential

 The Evolving Roles of the Corporate Secretary
Adviser and communicator
- Integrated reporting
- Board’s communicator
- Annual general meetings
- Leading change and influencing
- Corporate finance and financial oversight

Proprietary & Confidential

Increasing Governance Role of Company Secretary

“…the Corporate Secretary is also a confidante and resource to the

Board and senior management, providing advice and counsel
on board responsibilities and logistics. In recent years the Corporate Secretary
has emerged as a senior, strategic-level corporate officer who plays a leading
role in the company's corporate governance.”

US Society for Corporate Secretaries

The Corporate Secretary: An Overview of Duties and Responsibilities

Proprietary & Confidential

 The JD specifics:

➢ Keeps abreast on relevant laws, regulations, all governance issuances, relevant

industry developments and operations of the corporation, and advises the
Board and the Chairman on all relevant issues as they arise

➢ Works fairly and objectively with the Board, Management and stockholders and
contributes to the flow of information between the Board and management,
the Board and its committees, and the Board and its stakeholders, including
shareholders

Proprietary & Confidential

 The JD specifics:

➢ Assists the Board and the Board Committees in the conduct of Board meetings
(annual calendar of Board and Board Committee meetings, shareholder meeting,
agenda of meeting and follow up of matters arising from previous meetings)

➢ Safe keeper of and guardian of the integrity of the minutes of the meetings of the
Board and its committees, and other official records of the corporation

Proprietary & Confidential

 The JD specifics:

✓Advises on the establishment of board

committees and drafts committee charters
✓Issues notices of meetings and agenda of
meetings within a reasonable period of time
before meeting
✓Provides accurate information necessary for
intelligent decision making on matters that
require their approval

Proprietary & Confidential

 The JD specifics:

✓Attends all Board meetings, except when justifiable causes,

such as illness, death in the immediate family and serious
accidents, prevent him/her from doing so

✓Performs required administrative functions

✓Oversees the drafting of the by-laws and ensures that they

conform with regulatory requirements

✓ Performs such other duties and responsibilities as may be

provided by the SEC

Proprietary & Confidential

 Revised Corporation Code Republic Act No. 11232
“SEC. 123. Special Functions of the Corporate Secretary. – In addition to the functions designated by the
One Person Corporation, the corporate secretary shall:

(a) Be responsible for maintaining the minutes book and/or records of the corporation;

(b) Notify the nominee or alternate nominee of the death or incapacity of the single stockholder, which
notice shall be given no later than five (5) days from such occurrence;

(c) Notify the Commission of the death of the single stockholder within five (5) days from such
occurrence and stating in such notice the names, residence addresses, and contact details of all known
legal heirs; and

(d) Call the nominee or alternate nominee and the known legal heirs to a meeting and advise the legal
heirs with regard to, among others, the election of a new director, amendment of the articles of
incorporation, and other ancillary and/or consequential matters.”
Proprietary & Confidential
Recommendation 1.5
1. Board is assisted by a Corporate Secretary
Provide information on or link/reference to a
2. Corporate Secretary is a separate individual from the document containing information on the
Compliance Officer Corporate Secretary including his/her name,
3. Corporate Secretary is not a member of the Board of the qualifications, duties and functions.
Corporate Secretary
4. Corporate Secretary attends training/s on corporate Provide information on or link/reference to a
governance document containing information on the
corporate governance training attended
including number of hours and topics covered.

Optional: Recommendation 1.5

1. Corporate Secretary distributes materials for board Provide proof that corporate secretary
meetings at least five business days before scheduled distributed materials for board meetings at least
meeting. five business days before scheduled meeting.

Proprietary & Confidential

*IFC Corporate Secretaries Toolkit
 Qualities of a Corporate Secretary
✓ Tact & Diplomacy - a
Facilitator
✓ Trustworthy & Discreet
✓ Maturity & Experience
✓ Interpersonal Skills-
personal awareness
✓ EQ

Proprietary & Confidential

 Qualities of a Corporate Secretary

Communicator & Good listener

Proactive
Team player
Resilient & Flexible
Confident & Speaks out
Sense of humor

Proprietary & Confidential

 Survey: How Company Secretary Adds Value
▪ Keeps board informed on compliance & governance issues
▪ Promotes transparency by high standards of disclosure and reporting
▪ Ensures corporate policies & board processes are followed
▪ Assists effective decision making through involving NEDs
▪ Helps to safeguard corporate reputation
▪ Ensuring board uses its time wisely

Proprietary & Confidential

*IFC Webinar-CorpSec, May 19, 2015
 Survey: Obstacles To Role
▪ Cost-particularly for small companies
▪ No bottom line contribution-an overhead
▪ Difficulty in defining the role
▪ Role not properly understood
▪ Lack of suitably qualified people
▪ Reluctance to admit outsiders to Board’s “inner circle”

Proprietary & Confidential

*IFC Webinar-CorpSec, May 19, 2015
 Put yourself in Directors’ shoes and be diplomatic . . .
▪ Ready facilitator
▪ Assists Chairman in proposing agenda for the board meetings
▪ Helps Chairman to select and appoint external facilitator
▪ Principal contact point for facilitator
▪ Arranges for facilitator to review board papers
▪ Organizes arrangements for questionnaires and interviews
▪ One of board officers who will be interviewed
▪ Arranges for board to discuss evaluation report

Proprietary & Confidential

*IFC Webinar-CorpSec, May 19, 2015
 Your value proposition
• More intimate knowledge of how your business operations work. Better appreciation
of management and their efforts

• Knowledge of the industry, business, structure, policies and procedures, and culture;
Accessible; Focused support for the Board

• Ease in communication within the organization

• In-house secretary is valuable in ensuring that corporate governance and compliance

among regulatory bodies are in place. Accuracy of records and flow of information are
also vital in arriving at sound policy decisions for the benefit of the company

Proprietary & Confidential

 Your value proposition
How is your company structured?

• The chairman of the board leads the meeting, the corporate secretary keeps the
minutes and certifies that a meeting took place.

• The board secretariat reports to the President/ CEO. Below it are the different
department heads.

• Usually the corporate secretary and assistants help in the administrative, clerical and
I.T. aspects of the job. The corporate secretary cannot do it alone, no matter how small
the corporation/organization may be. There must be staff to do leg work such as
physically sending out notices as some bylaws require and liaising.
Proprietary & Confidential
 Practical Questions about about being a corporate
secretary?
• Are you a Director as well? Is it tough? How do you handle conflicts among
directors themselves or directors against management? Should you know all
the answers?

• (A) What is it that they really do outside of board meetings? (B) What are
the duties and responsibilities of the Corp Sec if there are no board
meetings? (C ) Are they also responsible for compliance work? (Corporate
and Tax) 4. What reports/ tasks are they required to accomplish on a regular
basis? 5. What is their role beside signing the Secretary's Certificate?

• Does the Corporate Secretary have to be a lawyer?

Proprietary & Confidential
 ICSA Research 2014
▪ Deliver strategic leadership acting as a bridge between executive and
board
▪ Vital source of company history and culture
▪ Need to retain independence to demonstrate accountability
▪ Roles of General Counsel and Co Sec should be separate to avoid conflicts
of interest
▪ Company Secretary should report to Chairman and need for effective
team-working with Chair and CEO

Proprietary & Confidential

*IFC Webinar-CorpSec, May 19, 2015
 Thank You!

Proprietary & Confidential