The Certified Executive Board Secretary

By Dr. Zulk Shamsuddin

The corporate secretary serves as a key officer of a corporation and its board. Other possible names for a corporate secretary may include board secretary, corporate board secretary, company secretary, chief governance officer, or chief administrative officer. Specific responsibilities of a corporate secretary can vary by organization and industry, and typically are spelled out in the board bylaws. In general, the board secretary role and responsibilities center on ensuring the organization remains in compliance with all state and federal laws and mandates, and serves as the official record keeper and advisor to aid board directors in fulfilling their fiduciary duties.
The Certified Executive Board Secretary ™ (CEBS) is a gold-standard certification for individuals with skills and experience in corporate board secretarial duties and responsibilities that include board management, corporate governance, compliance, leadership management, and serves as the official record keeper and advisor to assist board directors in fulfilling their fiduciary duties.
It forms the basis of the assessment that applicants must pass to gain the Certified Executive Board Secretary status and inclusion in the Register of The Global Academy of Finance and Management directory of certified professionals.
Stand out above the rest with the gold-standard Certified Executive Board Secretary certification and get noticed by top recruiters.

• Language: English
• Publisher: Lulu.com
• Release date: Oct 16, 2022
• ISBN: 9781387544691

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Copyright © 2020 Zulk Shamsuddin, PhD / GAFM ACADEMY

All rights reserved.

ISBN: 9781387544691

INTRODUCTION

The Certified Executive Board Secretary ™ (CEBS) is an ISO-standard skills certification for individuals with skills and experience in corporate board secretarial duties and responsibilities that includes board management, corporate governance, compliance, leadership management, and serves as the official record keeper and advisor to assist board directors in fulfilling their fiduciary duties.

It forms the basis of the assessment that applicants must pass to gain the Certified Executive Board Secretary status and inclusion in the Register of The Global Academy of Finance and Management directory of certified professionals (https://gafm.com.my/certified-professionals/)

Stand out above the rest with the ISO-standard Certified Executive Board Secretary certification and get noticed by top recruiters.

Benefits of becoming a Certified Executive Board Secretary

International recognition.

Enhanced your CV and get noticed by top recruiters.

The best platform for the development of your professional career.

Assurance for clients of high standards and ethical practice.

Use of the post-nominal CEBS or Certified Executive Board Secretary.

Use the exclusive certification card during networking or social events.

Use the exclusive certification card during networking or social events

THE EXECUTIVE BOARD SECRETARY

The duties of a Board Secretary vary based on the industry and the needs of the corporation. Secretary is a term with multiple meanings, sometimes connoting a fairly low-level job and sometimes, as in Secretary of Defense, pointing to the top dog in an organization. The title of Secretary of an Executive Board tends in the latter direction. It is a senior level position that covers the sometimes mundane but always important administrative aspects of managing the activities of the board.

Importance of Certification

Certificates and certifications, the names for these credentials sound confusingly similar. But there are important differences. Here’s what you need to know about these resume-enhancing options and how they might advance your career.

WHAT IS A CERTIFICATE?

Earning a certificate is about education. Certificates are academic credentials awarded by colleges, universities or other educational institutions. Students in certificate programs learn new knowledge in a specific subject or discipline and earn a certificate by successfully completing the coursework. An ideal student for a certificate program is someone who is willing to go through the experience of growing their own skillset, being real about what they want to learn, and working with others, says Jennifer Diamond, an instructor for the Certified Executive Board Secretary certification program. Many certification programs have few, if any, admission requirements, making them an excellent option if you want to move forward in your career. The programs are usually noncredit and take less time to complete than a degree. Certificates are commonly listed on resumes as education, and some meet education requirements for first-time or renewed certifications.

WHAT IS A CERTIFICATION?

When you have the professional knowledge you need, a certification allows you to prove it.  Certifications indicate mastery of skills or standards. Professional certifications are granted by industry groups or career-related organizations. These groups assess your qualifications, usually through an exam or application process. Many certifications include

the privilege to use a related designation following your professional title. A certification differs from a license, which permits you to work in a certain profession and is usually issued by government or regulatory agencies.

BENEFITS OF CERTIFICATION

Certification helps in learning the new technologies, skills, and abilities for a specific promotion. Earning a new certification or an advanced certification in a particular area of expertise can help in advancing your career.

Professional certification shows consumers and potential employers that you are committed to your profession and are well-trained. It gives them confidence in your abilities and knowledge. Certification makes you more valuable to employers, so you can expect to earn more than someone without certification.

Certifications can give you the chance to learn needed skills, and be a quick way to show employers you have those skills. On the other hand, certifications can require studying or coursework, and cost up to several hundred dollars to take.

Skills Certification

The certification addresses the following skills and competencies that are required for individuals who wish to acquire this certification:

Executive Board

Corporate Secretary

Corporate Governance

Risk and Compliance

Leadership Management

Executive Communication

This chapter discusses the following:

what the board of directors is and its primary functions

the duties of a corporation’s board of directors

the importance of independent outside directors

the process of electing the board of directors

the issues surrounding director compensation and reprisals

the role of subcommittees within the board

What is an Executive Board?

It's important to clarify what an executive board is, or could be, depending on individual cases. Technically, an executive board consists of the officers of an organization's board of directors: the chair, vice-chair, treasurer and secretary. Just to confuse matters further, this group of executives is sometimes referred to as the executive committee. This executive board or executive committee exists so they can meet as needed, outside of regular board meetings, to make a decision that must be made before the full board is able to meet. In practice, though, the executive board is often a term used interchangeably with the board of directors. The role of the secretary, though, is the same in any of these contexts.

Central to the functions of a corporation is the board of directors. These are the elected company members who have been delegated, by the shareholders, to oversee the corporation and the executive on their behalf. At their best, boards serve as a governing body within the corporation and keep the executive on track in terms of meeting legal and financial obligations. Unfortunately, this is not always the case, and some boards neglect their duties, opting instead to function as ‘‘yes-sayers,’’ agreeing to all executive decisions without consideration of the outcomes.

Several factors can impact the efficacy of a corporation’s board of directors. Its size, the fairness of the election system, and the inclusion of independent members all have an impact on how well a board is able to govern. Other factors include the profiles of the members; the diversity of expertise that is represented by the board; and the commitment that the directors have to monitoring the corporation’s activities. Overall, when an effective board has been elected, it will be successful at monitoring the corporation and helping facilitate the company’s ability to meet both long- and short-term goals. The board does so by reviewing the actions and decisions of the executive, evaluating remuneration plans, and detecting deficiencies in effective governance.

Jobs of the Board

Members of the board of directors are elected by and represent the shareholders. The directors function as the voice of the shareholders the owners representing their interests in the corporation’s events, decisions, and activities. Some of the specific jobs assigned to the board include:

Board Structure

In general, a board’s profile is comprised of its size, ratio of independent members, ratio of executive directors, segregation or unification of the chairperson and CEO positions, and subdivision into committees.

Size

Although there are no specific requirements on the size that a board has to be, in some circumstances a board can be too small or too large. For example, a board that is too small will not have the expertise or human power available to run the company productively. However, a board that is too large may be inefficient at making and implementing decisions. A board that is too large can also waste resources and diminish individual productivity. Large boards can be managed, however, by subdividing members into subcommittees.

Chairperson

The chairperson is responsible for heading the activities of the board, including governance of corporate operations. In some corporations, the same person serves as chairperson and CEO.

CEO

The role of the CEO is similar to that of the chairperson in that the CEO is the leader of the executive, as the chairperson is the leader of the board. There is a great deal of debate regarding the dual function of the CEO as chairperson of the board. The consensus is that the interests of the corporation are best served when these titles are separately held.

Within a corporation, there are two prescribed roles for strong leadership. The first is the chairperson of the board, who is charged with governing all of the board’s activities, including its regulatory functions over the executive. The second leadership position is that of the CEO, who leads corporate operations and is in charge of the activities of the executive. Within the corporate hierarchy, the chairperson has greater standing than the CEO does, in that when there is a disagreement between the board and the executive, the will of the board is expected to stand. It is arguable, however, that the role of the CEO is more important on the grounds that if the CEO performs his or her job with complete success and perfect adherence to all rules and regulations, then the role of the chairperson of the board will become superfluous.

Executive Members

The principle of board independence can also be threatened when a high percentage of the directors are also members of the executive. This can lead to conflicts of interest in important board decisions, such as executive evaluations and compensation.

Executive directors are members of the board who function full time within the company and serve as board members. With the election of executive directors come both benefits and downfalls. On the positive side, these directors offer strong insight into the operations of the corporation and have a great deal of background knowledge and experience. Executive directors also have relationships and lines of communication established with other members of management and corporate staff.

Executive directors create concern for a few reasons. First, some believe that when a CEO sits on the board, the value of the board will be negated by merging its interests too closely with those of the executive. Second, it may not be possible for lower executive members to evaluate their superior (the CEO) objectively while functioning as board members. A large component of this risk is the fact that executive directors are used to reporting to the CEO in their role as members of the executive. In situations where they have to act in a manner that contradicts the CEO, these directors may be torn between their duties as board members and loyalty to the

Reviews for The Certified Executive Board Secretary

[Phoenix Alexander · Rating: 5 out of 5 stars]

Great technical info, excellent certification
This book and the certification are excellent! Many thanks to the author of this excellent book, and specifically to GAFM Academy for issuing the distinguished certification.

[Amanda Sofea Binti Zulkhernain · Rating: 5 out of 5 stars]

The six areas of skills and competencies are relevant to this certification. Contents are excellent for reference and for writing the exam. Highly recommended for board secretaries.