Elevating board support

New board responsibilities raise the stakes for new board support opportunities

As corporate secretary responsibilities expand, boards may turn to managed services and technology to fulfill their increasing commitments. Learn how these tools can help boards meet their obligations across a global suite of jurisdictions.

Elevating board support: New board responsibilities raise the stakes for new board support opportunities

In recent years, the areas of responsibility for boards of directors have grown, seemingly exponentially. Boards that have long overseen traditional matters such as strategy and management succession now find that their responsibilities extend to areas such as:

  • Employee activism
  • Diversity, equity, and inclusion
  • Climate change
  • The role of the corporation in society

Not surprisingly, the increased responsibilities of the board have created the need for mission-focused board support. The obligations imposed by these additional responsibilities can be exacerbated by the fact that the people responsible for board support often have other responsibilities. For example, in many companies, the corporate secretary and one or more assistant secretaries are part of the larger legal function that handles transactions, litigation, contracts, and other matters. Further, many of those who provide board support perform similar functions for subsidiaries throughout the world, each subject to differing legal and regulatory regimes, adding significantly to their required scope of knowledge in carrying out related duties.

Addressing new board support responsibilities

Board support functions need to fulfill their increasing roles and responsibilities efficiently, but with no diminution in quality or timeliness. A conventional way of addressing this challenge is from a talent perspective: increase headcount. However, adding staff can be difficult; in uncertain economic times, it can be virtually impossible. Accordingly, board support functions may need to consider alternatives such as greater reliance on external resources (primarily technology and managed services), as well as collaborating cross-functionally with other groups within the organization.


Board support responsibilities include:

  • Calendaring meetings, deadlines, and many other matters for the board and its committees
  • Preparing agendas for board and committee meetings
  • Reviewing, preparing, and distributing board materials containing substantial background information to assist with board and committee meeting preparation
  • Handling the logistics of live parent and subsidiary board meetings or, in the increasingly virtual business environment, scheduling conferencing. In addition, facilitating unanimous written consents for the company’s parent and subsidiary boards
  • Supporting the technology used to prepare and distribute materials, conduct meetings, and facilitate other board and committee activities while being mindful of privacy and confidentiality concerns
  • Preparing minutes of meetings of the board and its committees
  • Maintaining records of the materials provided to the board and its committees to substantiate that directors are given appropriate information on which to base decisions
  • Monitoring corporate governance and other developments that the board and/or its committees need to know and taking the steps necessary to comply with changing regulatory and other requirements
  • Facilitating director education and board and committee assessments

New board support resources

Technologies, such as board portals, have transformed the way many board support functions fulfill their responsibilities. For example, board and committee meetings can be easily calendarized, and meeting materials can be shared with the board and its committees in advance of upcoming meetings electronically and securely (regardless of where the director may be) via the board member’s computer, tablet, or other mobile device.

Importantly, a board support function leveraging managed services can continue to maintain control of overall policies, procedures, and decision-making with real-time visibility into the workflow, which can be important when management, board members, and their personnel request information on the status of those processes.

Technology and managed services can also be used to provide board support to the organization’s subsidiaries across the globe. Both can provide customized approaches to reflect local laws and customs, and a single-source provider can efficiently incorporate corporate policies across different jurisdictions and business units.


A new imperative

Given the ever-increasing responsibilities of boards and their committees, it could be imprudent and risky for those providing board support functions to continue to operate without incorporating technology and other enablers to assist with carrying out their roles and responsibilities. Boards and their stakeholders, both within and outside the organization, reasonably expect and may demand that those functions embrace new solutions to providing information, facilitating virtual and in-person meetings, and carrying out other board and committee responsibilities.

Accordingly, advances in technology and options such as managed services could now be “must-haves” rather than “nice-to-haves” to address the expanded role of the board and bring about not only greater efficiencies, but also greater effectiveness in enabling and tracking proper corporate governance.


Download the publication to learn more about emerging and leading board support practices–inclusive of a Q&A with a corporate secretary.

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