This article analyses the regulatory framework, functions and practical relevance of this figure in the Spanish corporate landscape, with special attention to its development in listed companies and the challenges posed by increased regulatory and technological complexity.
I. Regulatory Framework
The role of the company secretary is mainly regulated by the Spanish Law on Capital Companies (Ley de Sociedades de Capital, LSC), although its specific configuration depends largely on the articles of association and the internal regulations of the board of directors. The LSC does not devote a specific article to defining the functions, it merely recognises the existence of the figure, allowing the board to freely appoint a person to secretary from among its members or from outside the board.
The Spanish Regulations on the Mercantile Registry (Reglamento del Registro Mercantil, RRM) provide for the involvement of the secretary in certifying corporate resolutions and other corporate documents. In listed companies, the Code of Good Governance, published by the Spanish agency for financial regulation CNMV (Comisión Nacional del Mercado de Valores), emphasises the secretary’s role as guarantor of legality and compliance with corporate governance rules, expressly recommending that the secretary ensure the good faith of deliberations and transparency in the adoption of resolutions.
Thus, their position is not limited to mere administrative functions but has a marked legal and institutional character within the structure of the board.
II. Appointment and Termination
The company secretary is appointed by the board itself, usually at the proposal of the chairperson. They are not required to be a director themselves, which allows for the appointment of external professionals with a corresponding competence and neutrality profile, generally lawyers specialising in corporate law or legal advisers to the company.
Termination may be freely decided by the board itself, unless the articles of association establish otherwise. In practice, continuity of the secretary’s position usually depends on the confidence of the chairperson and sometimes the rest of the directors. Nevertheless, good governance recommendations insist on strengthening the functional independence of the secretary.
III. Main Functions of the Secretary of the Board
The functions of the secretary can be grouped into four main areas: legal, advice, organisation and institutional guarantees.
a) Legal-Administrative Functions and Certifications
One of the traditional functions of the corporate secretary is to draft and keep the minutes of board meetings. They are responsible for accurately reflecting the decisions adopted, as well as for keeping the book of minutes and associated documentation.
They also assume an internal certification function, e.g. they certify the authenticity of the resolutions and the identity of those who adopt them. These certifications are essential for registering acts in the Mercantile Register or for certifying decisions vis-a-vis third parties.
In addition, the secretary must verify the formal and material legality of the board’s resolutions and warn them of possible infringements or irregularities before they are adopted. This duty to warn is a key preventive function in the legal protection of the company and its directors.
b) Advisory Function
The secretary also acts as legal advisor to the board, and primarily to the chairperson, providing guidance on applicable regulations, the articles of association and internal regulations of the company. Their work is not limited to resolving queries, but also includes preparing reports, reviewing documentation submitted for discussion and ensuring that directors have the information they need to make informed decisions.
This advisory role is particularly important in the event of potential conflicts of interest, transactions with related parties and strategic decisions with significant legal implications.
c) Organisational Function
The company secretary coordinates the calling of meetings, the preparation of the agenda, the distribution of documents and internal communication between directors. In listed companies, they are also involved in relations with shareholders and supervisory bodies.
These functions, although logistical in nature, are essential to ensure the efficiency of the body and the due transparency of its decisions.
d) Guarantee of Integrity and Balance
Finally, the secretary assumes a role of institutional balance within the board. Their duty is not only to the chairperson or management, but to the corporate body, that is the board, as a whole. They must ensure the rights of all directors, especially independent or minority directors, and the transparency of the decision-making process.
The Code of Good Governance emphasises that the secretary must “ensure the regularity of the board’s actions”, which implies warning, even in writing, of any violation of the law or the articles of association.
IV. The Secretary in Listed Companies
In listed companies, the role of the secretary takes on a more complex and visible dimension. As such, the functions outlined above, are completed by the responsibilities arising from the requirements of transparency, market disclosure and regulatory compliance.
The secretary channels relevant information to the CNMV, ensures the accuracy of public information and collaborates with the auditors and any other relevant bodies. In addition, they advise on compliance with good governance standards, internal sustainability policies and corporate codes of ethics.
Their role also includes ensuring consistency between board decisions and official communications, avoiding reputational risks and penalties for missing or incorrect information in publications.
V. Evolution and Professionalisation of the Secretary
While historically the company secretary was considered a mere assistant, responsible for drafting minutes and processing certifications, the development of company law and the growing complexity of corporate governance have radically transformed their role.
Today, they are considered agents of compliance and good governance, with a strategic role in preventing legal and reputational risks. Large companies have driven the professionalisation of the role, appointing specialised lawyers with solid training in commercial, financial and corporate law.
In addition, the current trend is to reinforce their functional independence, separating their work from that of the chairperson or chief executive officer and linking it to the board as a whole. This allows the secretary to act as a guarantor of transparency and neutrality in the board’s decisions.
VI. Current Challenges
Today, the company secretary faces a number of challenges arising from changes in the business and regulatory environment.
Increasing regulatory requirements: Compliance obligations, non-financial reporting and ESG policies increasingly demand broad knowledge in a multitude of areas.
Digitalisation: The widespread use of online meetings and electronic signatures on minutes poses new challenges in terms of legal certainty and confidentiality.
Balance between loyalty and legality: The secretary must be loyal to the company, but also act independently and warn of risks, even when this means opposing management.
Transparency and corporate reputation: Their role as custodians of information and guarantors of formal regularity is essential to preserving the confidence of shareholders and the market.
In short, their role has expanded from purely formal functions to encompass strategic responsibilities, becoming a key pillar of the corporate governance system.
VII. Conclusion
The secretary of the board of directors has gone from being a mere minute-taker to becoming a guarantor of good corporate governance. Their work combines legal/administrative, organisational and advisory functions with a dimension of transparency and ethics essential in today’s business environment.
In a context of increasing regulation, corporate complexity and public scrutiny, the secretary stands as guardian of legality, consistency and trust within the board. Their independence, professionalism and rigour are indispensable conditions for the credibility and sustainability of commercial companies.