A Board Secretary helps a board and its committees operate effectively.
The role commonly covers meeting planning, agendas, board papers, minutes, decisions, actions, governance records and advice on board procedure. Its scope varies considerably between organisations.
A Board Secretary might be a board member responsible for recording decisions, an employed governance professional supporting the board without being a director, or someone carrying out these responsibilities as part of a wider Company Secretary, Governance Manager or Head of Governance role.
For employers, the important point is to define the work, authority and reporting line before settling on the title.
Board Secretary Role at a Glance
| Area | Typical Position |
|---|---|
| Primary purpose | Help the board make and record decisions through an effective, properly governed process |
| Main relationships | Chair, directors or trustees, committee Chairs, Chief Executive and senior management |
| Typical responsibilities | Board calendar, agendas, papers, meetings, minutes, decisions, actions and governance records |
| Reporting line | Often to the Chair on board matters, with an organisational reporting line to the Chief Executive, General Counsel or governance lead |
| Board membership | Depends on the organisation and its governing documents |
| Wider company secretarial work | May be included, but statutory filings, entities, shareholder matters and corporate reporting can sit elsewhere |
| Alternative titles | Company Secretary, Clerk to the Board, Governance Professional, Board Governance Manager or Head of Secretariat |
What Does a Board Secretary Do?
A Board Secretary manages the process around the board’s work and helps maintain a reliable governance record.
In some roles, that primarily means coordinating meetings and recording decisions. Others require considerably more: advising the Chair, questioning whether papers are ready for the board and identifying weaknesses in the way decisions are being taken.
Most of the work falls naturally around the board cycle.
Before Board Meetings
A Board Secretary may:
- Maintain the annual board and committee calendar
- Develop agendas with the Chair, Chief Executive and committee Chairs
- Schedule recurring governance matters, decisions and approvals
- Coordinate board papers
- Challenge late, incomplete or poorly structured papers
- Check that directors receive the information they need in sufficient time
- Confirm attendance, quorum, procedural requirements and potential conflicts
The quality of this work affects the quality of the meeting itself.
If an approval route is unclear, a paper is incomplete or directors have not been given enough information, an experienced Board Secretary should recognise the problem while there is still time to do something about it.
During Board Meetings
Responsibilities may include:
- Advising the Chair on procedure
- Confirming attendance and quorum
- Recording conflicts and how they were managed
- Producing an accurate record of discussion
- Recording decisions, resolutions and delegated actions
- Capturing dissent where appropriate
- Identifying action owners and deadlines
Minutes need judgement.
They should give an accurate account of what the board considered and decided without becoming a transcript. The person writing them also needs enough understanding of the discussion to recognise where a decision or action needs clarification.
After Board Meetings
The Board Secretary may:
- Prepare draft minutes
- Maintain approved minutes and resolutions
- Circulate decisions and actions
- Track outstanding actions
- Report overdue items
- Update governance or decision registers
- Carry unfinished matters into future agendas
A disciplined follow-up process gives the board a clear record of whether its decisions have been implemented and stops actions being lost between meetings.
The Role Beyond Meeting Administration
The level of the appointment depends heavily on what the board expects from the person supporting it.
An established board process may need reliable coordination. A more demanding environment may require somebody capable of advising the Chair, challenging information presented to directors and improving the underlying governance arrangements.
Responsibilities at that level can include:
- Advising on constitutional or governance requirements
- Supporting director or trustee induction
- Coordinating board and committee evaluations
- Reviewing committee terms of reference
- Improving board-paper standards
- Improving minute-writing standards
- Advising on information flows between management and the board
- Identifying weaknesses in the board cycle
- Acting as a confidential source of advice to the Chair or directors
UK governance guidance recognises that the secretariat can contribute to board effectiveness rather than simply administer meetings.
Employers therefore need to decide how much governance judgement the role requires before setting its seniority.
Board Secretary vs Company Secretary
A Board Secretary and Company Secretary can be the same person, but the roles are not necessarily equivalent.
| Question | Board Secretary | Company Secretary |
|---|---|---|
| Main focus | Operation, records and effectiveness of the board and its committees | Wider company secretarial and governance responsibilities |
| Typical scope | Agendas, papers, meetings, minutes, decisions, actions and board procedure | Board support plus statutory records, filings, entities, shareholder matters, annual reporting and governance advice where relevant |
| Legal status | Depends on the organisation and its governing documents | May be a formally appointed company officer; public companies must appoint a suitably qualified Company Secretary |
| Organisation types | Companies, charities, public bodies, education, membership organisations and others | Principally companies and corporate groups, although the title is used more widely |
| Board membership | May or may not be a board member | Normally advises and supports the board rather than becoming a director by virtue of the role |
| Recruitment emphasis | Board-process experience, governance judgement, minutes, information quality and senior relationships | Broader corporate governance, statutory, entity, regulatory, shareholder and leadership experience |
Within a listed company, the Company Secretary will often oversee the board-secretariat function alongside a much wider set of responsibilities.
The Financial Reporting Council’s current guidance says the Company Secretary should report to the Chair on board-governance matters.
Different terminology is common outside the corporate environment. A charity, public body or education organisation might use Board Secretary, Clerk or Governance Professional where no statutory Company Secretary appointment exists.
Is a Board Secretary a Member of the Board?
Not necessarily.
Some organisations appoint a director or trustee to hold the office of secretary. Others employ a governance professional who attends meetings, advises on procedure and maintains the formal record without having voting rights or director or trustee responsibilities.
The organisation’s legal form, constitution, articles, standing orders or other governing documents determine the position.
A role description should make clear whether the appointment is:
- A board office held by a director or trustee
- An employed governance role serving the board
- Part of a wider Company Secretary or governance leadership position
Candidates should not have to infer their legal or voting status from the words “Board Secretary”.
When Does an Organisation Need a Board Secretary?
Dedicated board support becomes more useful when the existing arrangements are starting to show strain.
That might be visible through:
- A board or committee calendar that is difficult to manage reliably
- Papers arriving late or without the information directors need
- Delayed or inconsistent minutes, decisions and actions
- A Chair who needs more dependable procedural or governance support
- Several employees supporting the board without clear ownership
- Governance records that are fragmented or difficult to retrieve
- New committees or changes to the governance structure
- A Company Secretary or governance lead who no longer has enough capacity
Those symptoms do not always point to the same hire.
An Assistant Company Secretary, Governance Officer, Governance Manager, committee specialist or additional secretariat support may sometimes be a closer fit.
It helps to identify what is actually going wrong before writing the job description. Is the problem capacity, technical capability, senior advice, continuity or unclear ownership?
That diagnosis should drive the level and scope of the appointment.
What Should Employers Look for in a Board Secretary?
Past job titles are less useful than evidence of the work the candidate has actually handled.
Relevant experience might include:
- Running boards or committees of similar complexity
- Producing clear and reliable minutes
- Improving board-paper quality and timeliness
- Advising Chairs and senior stakeholders on procedure
- Handling confidential information appropriately
- Knowing when an issue needs to be escalated
- Maintaining governance records and action logs
- Applying the relevant legal, regulatory or constitutional framework
- Improving an established board process rather than simply administering it
The setting matters as well.
A listed-company board, charity trustee board, regulated organisation and public-sector body may all have agendas, minutes and committees, but the governance requirements around them can be very different.
What Should a Board Secretary Job Description Include?
A useful job description should cover eight points.
1. Why the Role Exists
Explain the problem behind the appointment.
That may be weak board administration, insufficient governance advice, unclear ownership or simply more work than the current team can absorb.
2. Who the Role Serves and Reports To
Set out the relationship with the Chair and board separately from the internal management reporting line where appropriate.
3. Whether the Holder Is a Board Member
Voting status and any legal responsibilities should be explicit.
4. Which Boards and Committees Are Covered
Include the number of meetings, their frequency and the complexity of the work involved.
5. The Level of Advice Expected
There is a material difference between coordinating an established process and being expected to challenge, advise and improve it.
6. Ownership Across the Board Cycle
Cover calendars, agendas, papers, meetings, minutes, decisions and actions.
7. Wider Governance Responsibilities
Depending on the organisation, these might include policies, induction, evaluations, annual reporting, statutory work or regulatory coordination.
8. What Should Improve in the First Year
Give the successful candidate something concrete to deliver.
That could include more timely board papers, stronger minutes, reliable action tracking, clearer committee governance or better information for directors.
Where the remit extends into statutory records, Companies House filings, entity governance, shareholder matters or leadership of the wider company secretarial function, the employer should consider whether Company Secretary or another established governance title better reflects the role.
Our Company Secretary Job Description explains that broader remit.
Recruit for the Work Rather Than the Title
Board Secretary is used for quite different appointments.
The most useful recruitment brief describes the work rather than expecting the title to do it: which boards and committees need supporting, what the person will own, the level of governance advice expected, the relationships involved and any responsibilities beyond the board cycle.
That also makes it easier to assess candidates whose current title may be Company Secretary, Assistant Company Secretary, Governance Manager, Clerk or something else entirely.
Ingen Partners specialises in Company Secretarial and Governance Recruitment for listed companies, regulated organisations and growing businesses.
We help employers define governance appointments, establish the appropriate level and identify candidates with the board experience, judgement and technical knowledge the role requires.
If you are considering a Board Secretary or related governance appointment, contact Ingen Partners to discuss the requirement.
Board Secretary Frequently Asked Questions
What are the main responsibilities of a Board Secretary?
The main responsibilities commonly include maintaining the board calendar, developing agendas, coordinating papers, advising on meeting procedure, recording minutes and decisions, tracking actions and maintaining governance records. More senior roles may also advise the Chair, improve board information and support wider governance work.
Is a Board Secretary the same as a Company Secretary?
Sometimes, but not always. A Board Secretary generally concentrates on the board and committee process. A Company Secretary may perform that work while also covering statutory records, corporate filings, legal entities, shareholders, annual reporting and the wider governance function.
Does a Board Secretary have to be a board member?
No universal rule applies. Some organisations appoint a director or trustee as secretary, while others employ a governance professional who supports and advises the board without being a voting member. The organisation’s governing documents and role description should make the position clear.
