Corporate Secretaries And Corporate Governance Professionals Helping Corporate Secretaries Ensure Top-Flight Operations

Friday, April 1, 2005 - 01:00

The Editor interviewsChristopher Quimby, Product Manager for Compliance and Governance Services, Corporation Service Company. Questions about this article can be addressed to him at

Editor: How is the corporate secretary's role evolving?

Quimby: Sarbanes-Oxley triggered an expansion of the corporate secretary's role to include responsibilities for compliance and governance. Reflecting this transformation, the American Society of Corporate Secretaries recently changed its name to the Society of Corporate Secretaries & Governance Professionals.

While serving as a governance professional in support of the board of directors and corporation itself, the corporate secretary must continue to maintain traditional responsibilities for entity management, corporate records administration and compliance.This dual role requires the corporate secretary to blend talent and technology to improve workflow and processes to meet the demands and needs of an ever-changing organization.

Editor: How does technology help a corporate secretary add efficiency to board meetings?

Quimby: At the front end, technology increases efficiency and decreases costs in setting up the board meetings. Electronic calendar functions send email alerts to notify board members of the upcoming meetings. Electronic attendee applications let the corporate secretary know who is going to attend and whether there is a quorum. With collaborative workspace applications, the corporate secretary can append agendas, documents to be discussed and discussion points to the email alerts. The important point is that board members can do their homework in advance.

At the back end, I'm very excited about our new eMinute Books. This web-based document management system allows corporate secretaries to create and maintain minute books online and to share them with an expanded user community. The system improves workflow and reduces costs.

Clients value our support of their companies' disaster recovery programs. Recognizing a dire need for effective disaster recovery in light of Sarbanes-Oxley requirements, a great number are hiring us to scan their existing minute books into our record center repository.

Editor: How does technology help a corporate secretary keep entities in good standing and ensure corporate compliance?

Quimby: Our compliance calendar tool automatically takes the entities in a corporate portfolio and maps them to the relevant jurisdictional rules and due dates. Every month an email alert identifies what filings are due and what forms to file with respect to each entity. One of our most popular products, our calendaring tool comes with links to forms, portals for e-filings and additional tracking mechanisms. It provides a one-stop portal for issuing alerts, filing forms and documenting all of a company's compliance requirements.

Editor: What are some of the benefits of integrating corporate compliance, governance, intellectual property and litigation management applications?

Quimby: Integration gives a single "dashboard" view of all of the organizational data. This enables critical items to be quickly identified and the supporting documentation to be efficiently accessed when needed.

Another advantage of integration is that users only have to learn the application once. They do not have to know multiple applications and be retrained when new applications are introduced and others changed.

Additional efficiencies result because updates to data can be done once in a central repository rather than having to go through various systems to make sure all the data is in synch.

Editor: How has e-filing brought about cost savings?

Quimby: We were in the vanguard of e-filings with Delaware. The state's application is geared toward the single filer while ours is targeted toward the batch user who may have a few or even hundreds of entities in Delaware. Replacing multiple separate filings with a single filing for the batched entities results in significant workflow efficiencies and substantial cost savings.

The state likes e-filings for a number of internal reasons. First, the e-payments eliminate the personnel costs associated with managing cash. In addition, the state has to do less document imaging, which also results in real cost savings.

The secretaries of state in other jurisdictions are migrating towards e-filing in all areas, including corporate, transactional, and licensing. Currently, 20 states offer e-filings of annual reports. It is definitely the wave of the future.

Editor: What technology is on the horizon as the corporate secretaries' role continues to evolve?

Quimby: Alert tools will be at the forefront and will be enhanced to notify clients electronically of pending compliance actions and due dates in a plethora of unchartered compliance areas - corporate securities, insurance, environmental, license and permits, etc. Our main focus is to bring alert services and eventually e-filing portals to all compliance areas. These will have huge benefits for corporate secretaries.

The future will also see better integration and data sharing among the secretaries of state themselves. Ongoing initiatives include the efforts of the International Association of Commercial Administrators (IACA) to standardize an XML format for annual reports and other filings to be used by all states and provinces in North America. Standardization will facilitate real-time access to corporate filings as well as integration of the governments' records into the various compliance tools we build.

As more and more companies use of online document management systems instead of paper, we'll see tremendous cost savings. Other advantages of online records management include portability and easy access by a multitude of authorized users.

The convenience and workflow improvements of these technology advances will help corporate secretaries to continue to provide top-flight operations for their corporations as their role continues to evolve.