The role of the Corporate Secretary is often misunderstood and not adequately staffed. State corporate laws typically provide that the Corporate Secretary is one of three required corporate officers, along with the President and the Treasurer. Many Boards think of the Corporate Secretary in a narrow and outdated manner, as simply a recorder of the details of topics discussed at Board and Committee meetings. Actually, though, the Corporate Secretary has evolved to be a Board of Director’s chief advisor regarding best practices in corporate governance. The proper performance of the Corporate Secretary role involves the application of a unique skill set possessed by experienced and professional Corporate Secretaries who acquire those skills “on the job”. Many Board’s mistakenly believe that the Corporate Secretary role should be performed by one of the Company’s administrative assistants or one of the company’s attorneys who may never have served in the official capacity of the Corporate Secretary.
This webinar will explore the role and responsibilities of the Office of the Corporate Secretary and the reasons why the artful performance of that role is critical to a Board’s efficient and effective operation. Key topics to be discussed include:
- Key responsibilities of the Corporate Secretary
- Board and Committee Support
- Executive Management Interface
- Legal Entity Governance Management
- Governance Program and Process Development
- Importance of the Corporate Secretary Role
- Preservation of the Corporate Veil
- Document Fulfillment of D & O Fiduciary Duties
- Preparation for sale, “going public” and financing transactions
- Enhancement of ability to provide requested corporate governance documents
- Core competencies - personal and professional attributes
- Additional topics and suggestions
- Society for Corporate Governance
This webinar will be presented by Paul Marcela, Vice President & Secretary of the Private Directors Association and President of Governance Partners Group, a professional services firm that provides outsourced Corporate Secretary services for private and small to mid-cap public corporations and not for profit organizations.
Governance Partners Group, LLC
Paul Marcela is President of Governance Partners Group, a corporate governance services firm that specializes in providing external Corporate Secretary services to companies that seek support in attending to the corporate governance requirements of their Boards of Directors. GPG focuses on providing governance services to private companies, small to mid-cap public companies and not-for-profit organizations that may not have sufficient internal resources to practice good governance in a robust manner.
Paul is the Vice President & Secretary of the Private Directors Association and has served the Society for Corporate Governance as Chair of the Society’s Private Companies Committee, as a member of the Society’s National Board of Directors and the Southeast Chapter Advisory Council and as President of the Detroit Chapter.
Previously, Paul has been Vice President, Secretary & General Counsel of two Cerberus Capital Management private equity portfolio companies and Associate General Counsel & Assistant Secretary of Dow Corning Corporation.
Paul earned a J.D. from Case Western Reserve University, a M.B.A. from Central Michigan University and a B.S. from Allegheny College.