The position of corporate secretary began to be introduced in Russian companies with the adoption of the Code of Corporate Conduct of the Russian Federation in 2002. At the same time, the figure of corporate secretary has been known in international practice for quite some time.
For example, the Institute of Chartered Secretaries and Administrators was established in the UK in 1891, and the American Society of Corporate Secretaries has existed since 1946. Currently, the position of corporate secretary has been introduced in most joint-stock companies operating in the EU.
The classic role of a corporate secretary (Company Secretary in the UK and Corporate Secretary in the US) is shaped by the characteristics of the Anglo-Saxon model of corporate governance, whereby in a company with dispersed ownership whose shares are traded on the stock exchange, owner control over management is exercised through the Board of Directors.
The Board of Directors includes one or two representatives of executive management (for example, the CEO and CFO), while the remaining members are outside or independent directors. Management is responsible for the day-to-day management of the company and reports to the Board of Directors, which, in turn, reports to shareholders and is responsible for strategic and oversight functions. General leadership of the Board of Directors is exercised by the Chairman, who, in the classic model, is an outside director.
The functions of supporting the Board’s day-to-day operations, accumulating and maintaining information, and ensuring continuity in the Board’s work are performed by the Corporate Secretary. Chairmen and members of the Board of Directors come and go, but the Corporate Secretary typically holds this position for many years.