Key challenges for board secretaries include ESG initiatives, corporate conflicts, and regulation
A new report reveals that the main challenges facing the secretariat of the boards of listed companies include the growing importance of corporate governance and ESG criteria (71%), the management of corporate conflicts (71%), and regulatory compliance (67.7%). These concerns are complemented by the increasing complexity of required advisory services (61.3%) and the proper management of information for governing bodies (64.5%). These findings are detailed in a report on a crucial yet traditionally underregulated role entitled: “The Secretariat of the Board of Directors in Listed Companies: Crucial for Good Corporate Governance” published by the Esade Centre for Corporate Governance, Diligent, and PwC.
“Board secretaries and deputy secretaries face regulatory and operational challenges and play a key role in driving good governance and anticipating critical risks for strategy execution. A proactive approach is essential for ensuring that board decisions align with a constantly changing business environment, particularly in areas such as sustainability and digital transformation,” said Mario Lara, director of the Esade Corporate Governance Center.
The study emphasizes that evolving regulations, particularly in the areas of ESG and sustainability, represent some of the most pressing daily challenges for board secretaries. Ensuring regulatory compliance requires rigorous monitoring of legal updates and a strategic approach when responding to these demands. Furthermore, pressures related to deadlines, traceability, and the quality of information are substantial because administrative mishandling, whether due to lack of resources or overload, can jeopardize decision-making and impede adequate analysis.
A technical and strategic profile for a cross-functional role
The report also profiles board secretaries. Lawyers predominate (96.4%), with a significant representation in the IBEX-35 of lawyers trained to represent the state (34.5%). Gender diversity remains limited: 74.3% of secretaries are men, although among deputy secretaries the proportion is more equitable (60% men).
Additionally, it is common for board secretaries to also assume the role of general secretary. In fact, 93.5% of respondents view the combination of these two roles as beneficial, as it offers a comprehensive perspective of the organization and facilitates the management of strategic information. However, some experts call for a separation of the roles to strengthen the secretary's independence from business dynamics.
The most valued qualities for this role include technical-legal expertise, independence, and authoritativeness – understood as the personal credibility necessary to maintain a balanced relationship with both the board chair and the CEO.
Technology as an ally for efficient management
The expanding agendas of boards and committees emphasize the need for a coordinated team of secretaries and deputy secretaries with clearly defined responsibilities. A notable 94% of respondents consider it beneficial if the board secretary also handles the committees, as this enables a global perspective, better coordination, and coherence in the information.
Technological tools are recognized as a key enabler for streamlining the functions of the board secretariat. These tools facilitate access to and management of information, ensure confidentiality and security, and improve efficiency in meetings. According to the report, 80.6% of secretaries and 96.9% of directors consider specialized technology essential for optimizing the management of board activities.
