The Handbook of Board Governance, 2nd Edition

43Riding Between Cars: The Position of the Corporate Secretary

Douglas K. Chia

President of Soundboard Governance LLC, Fellow at the Rutgers Center for Corporate Law and Governance, and Senior Fellow for The Conference Board

Introduction

There is a sign on the door at each end of every New York City subway car that alerts passengers, “Riding or moving between cars is prohibited.” The reason for curbing what was once a common practice of city straphangers¹ is—it's hazardous!² This may sound crazy, but being a corporate secretary at a corporation can at times feel like riding between cars. How so?

Over the past two decades³ we have witnessed an increasingly sharp focus on corporate governance, particularly at public companies. Not just shareholders, but all stakeholders, including politicians and mainstream media, have heightened their expectations for the role the board of directors plays in overseeing the company's management and how it functions, particularly in its monitoring role. In what at times looks like an epic battle for control over public companies, shareholders have sought more legal rights and say in decision-making at the public companies in which they invest. When shareholders have not been able to gain or assert those rights, they have come up with other ways of getting the attention of and influencing the board.

One storyline that has been hidden from view during that same period is the expansion of the job of the corporate secretary and the ramp-up in its ...