December 16, 2020

The Corporate Secretary’s Role in Board of Director Evaluations



Corporate secretaries are key senior officers in many corporations that play an essential role in directors’ evaluations. Corporate secretaries are required by state corporate laws for every board. However, their duties are often set forth by individual corporate by-laws. According to the Society of Corporate Governance, corporate secretaries ensure that board members have the proper advice and resources for discharging their fiduciary duties to shareholders under state law. Crafting, distributing, and reporting on board of directors evaluations also falls under their umbrella of responsibility.

Proactively Managing Board of Directors Evaluations

Not all companies are required by law to conduct board of directors evaluations. However, corporate secretaries should be proactive in providing advice and resources to their board. Evaluations are one of those resources.

Board of directors evaluations tend to be time-consuming- both for corporate secretaries and all stakeholders involved in the process. But corporate secretaries can take a positive approach by engaging stakeholders and reminding them of the importance of conducting yearly evaluations. Conducting annual assessments is critical for addressing gaps in practices, talent, and strategic weaknesses. Ultimately, board of directors evaluations are a litmus test for how the organization functions at the senior-most level.

Corporate secretaries can also take the initiative to build time into future agendas for the preparatory work, administration, and reporting for board of directors evaluations. If the previous evaluation process does not seem to elicit the desired results, corporate secretaries can also discuss how to improve the process with the board.

Due to the evaluation process’s sensitive nature, corporate secretaries must utilize best practices for conducting these assessments, especially regarding individual directors. Implementing a software solution like Govenda Surveys can make the evaluation process streamlined and organized with detailed reporting capabilities.

Board Evaluation Software Benefits for Corporate Secretaries

The corporate secretary is a senior member of the board and has a significant impact on an organization’s corporate governance. During board of directors evaluations, the corporate secretary also plays a vital role. “Particularly where the evaluation involves written questionnaires, the Corporate Secretary’s office may have significant involvement in crafting the relevant questions and determining what, if anything, should be modified from the previous year’s evaluation-sometimes with the input of outside counsel,” says Harvard Law.

Board evaluation software, like Govenda Surveys, makes this process much easier. Govenda Surveys is a secure solution for corporate secretaries for streamlining board of directors evaluations, D&O questionnaires, and other complex board assessments. Corporate secretaries are able to use the cloud-based platform to craft extensive and complex evaluations with ease.

Each evaluation can be crafted with personalization built in for every director with multiple question structures including optional, required, and dependent. Corporate secretaries can also utilize extensive answer styles including checkboxes, radio buttons, and limited selection. For answers that require more information, Surveys has built-in text boxes, paragraph areas, and expandable tables. Drag-and-drop functionality also allows for optimal organization.

Board of Directors Evaluations Distribution and Security

When using Govenda's board of directors evaluations tool, corporate secretaries can electronically distribute the assessment and track completion status in real time. They also have the ability to set completion dates and send automated reminders to all participants. When assessments are completed and submitted, the option to modify answers, accept the assessment, or reject a questionnaire is in the corporate secretary’s hands.

Security is also important when conducting board of directors evaluations. Corporate secretaries can set permissions for individuals, groups, or committees from viewing or editing content. Directors who are participating in the evaluation also can provide a military-grade eSignature before submitting the questionnaire to their corporate secretary. Govenda's eSignature technology provides full audit trails making the document a legally binding.

Better Reporting

For many organizations, submitting the results of board of directors evaluations can be complicated, time-consuming, and disorganized. However, Govenda Surveys provide all governance professionals, including corporate secretaries, to secure solutions to improve insights and foster modern board best practices. Once the assessments are submitted, the completed, signed, and organized documents are fully exportable for robust reporting to the board.

Using Board of Directors Evaluations Data for Better Governance

Corporate secretaries know that data drives better governance and compiling the results of board evaluations can help improve their organization as a whole and address areas of weakness. Combining the evaluation process with timeliness and efficiency, the corporate secretary will have ample data to discuss with the board. Corporate secretaries may also hold one-on-one interviews with individual directors to deliver data, results, and peers’ observations.

By allowing for enough time to discuss results, boards can identify key areas for growth, engagement rates, talent inventories, and even gaps in the evaluation process itself. The key to understanding and utilizing the data is to streamline the entire process with board evaluation software, like Govenda Surveys.

Interested in learning more about how Govenda Surveys can streamline the evaluation process for corporate secretaries? Let’s Chat!

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