A modern vision of corporate secretaries in Latin America

Traditionally, Corporate Secretaries in Latin America have been perceived merely as rapporteurs in meetings of the Board of Directors, but under a modern conception, they must now discharge an assortment of responsibilities, which include not only organizing the information required by this management body and recording the discussions and agreements of such authorities in the minutes, but also disseminating such agreements, monitoring their implementation and ensuring compliance with standards and good corporate governance practices by the Board of Directors.

Thus, these tasks require an ever broader range of skills, and this position may very well become a cornerstone of corporate governance, and help improve the performance of the Board of Directors by enabling a more efficient environment for decision-making.

In an attempt to compare these good practices with the reality of companies in the region, the study “Profile of Corporate Secretary in Latin America,” published by CAF, analyzed the roles of corporate secretaries of companies in Latin America to identify opportunities for improvement in corporate governance through that position. To this end, a questionnaire was developed with questions on training, skills, roles, umbrella units and the processes of appointment, evaluation and removal of secretaries. The survey was answered voluntarily by nearly one hundred companies from various economic sectors in thirteen countries in the region.

The most relevant results included:

• A majority of secretaries are lawyers, which is consistent with the traditional perception of a rapporteur, but a large percentage of secretaries were also found to have postgraduate degrees in other fields, which suggests that this role requires other skills to better understand Board members’ discussions and manage more effectively the information arising from such meetings.
• Legal Departments have the largest proportion corporate secretaries, which is consistent with the professional training reported in the study. However, there is also a sizeable percentage of secretaries in units reporting directly to the CEO or the Board of Directors, which reflects the understanding that this role requires a cross-cutting and broad interaction with all relevant areas in the company.
• While most of their time focuses on tasks such as gathering information for Board sessions and drafting the minutes, a large number of secretaries perform a variety of roles mentioned above, implying that in practice their work has transcended traditional tasks.

In short, the study has identified the most common features of secretaries, but also establishes that there is no single format or formula for the performance of these duties, and that attention to diversity is key to the success of the role of corporate secretary.