There are secretaries of all sorts, sizes, and weights. For example, there is the secretary general. This is the highest-ranking person of a ministry. The boss of the United Nations is also called secretary general. They are the boss of all nations together, so to speak.

On the other end of the spectrum, there is a person who takes the minutes of a meeting. Who listens and transcribes. That is their only functional task. That is another form of secretary.

Executive boards also have a secretary. This is someone who is a full board member. This person has all the powers, duties, and voting rights that are associated with a board membership. And this person is also responsible for the minutes. In short, there are many differences. Hence, you need to pay close attention to what type of secretary you are talking about.

For some years now, there has been a new star in the secretarial firmament. Namely, the “corporate secretary”. This is the spider in the web of corporate governance within the organization. Unfortunately, only the larger corporations can afford a corporate secretary. After all, it is not just a job. A good corporate secretary is worth gold to the corporation.

Their duties include paperwork, e.g. keeping track of all corporate documents, the articles of incorporation and regulations, but also the relevant documents for a meeting, meeting schedules, the supervision of succession procedures and, indeed, also taking (or having taken) the minutes of meetings. However, make no mistake about it. It is also a very substantive and strategic function, in other words, at the high end of the spectrum.

Indeed, the corporate secretary is a fully-fledged discussion partner of the executive board and also of the supervisory board. They are the hub of information within the organization. This is also where the contours of the dilemmas and challenges of a corporate secretary can be found. It is a confidential function par excellence. The tricky part is serving both the body that supervises, the supervisory board, and the body with executive power, the executive board. Complete confidentiality must be observed in respect of both bodies. Vice versa, all executive board members and supervisory board members must be able to trust the corporate secretary. This requires a lot from the secretary and a lot from the bodies that rely on the services of the corporate secretary. It is one of the few examples of an intrinsic conflict of interests. It requires wisdom and governance gymnastics from all involved to deal with it wisely and functionally.

All must clearly understand that they must not betray the confidence of the other body (executive board and supervisory board and vice versa) in the secretary by asking the secretary to breach the confidentiality, “Tell us, what does the chair of the supervisory board think about that?” The only correct answer of the secretary in that case is, “You better ask them that yourself.” Hence, that answer should suffice. In fact, the question should not even be asked.

The corporate secretary is also exposed to their own temptations. They hear about everything in both bodies and thus often know more about certain issues than any of the individuals who sit on those bodies. The temptation is then to get involved (in a good sense) in solutions or to try to mediate. However noble that may seem or be intended, it is absolutely out of the question. It is neither the function nor the responsibility of the corporate secretary to independently resolve issues of and between the executive board and the supervisory board. Therefore, in this sense the function is a subservient function: you take everything as it is and facilitate communication. That is the fate and destiny of the secretary.