Board Administrator vs Corporate Secretary vs Executive Assistant: Who Does What?

8 min read

These three titles are used loosely and often interchangeably, which causes real problems: duties fall between roles, and people are held accountable for authority they do not have. The useful distinction is not seniority but the source of the duty.

Corporate secretary (or company secretary)

This is usually an officer role. In many jurisdictions the corporate or company secretary is appointed by the board, named in corporate records, and carries duties that come from legislation or the constitution — maintaining statutory registers, certifying resolutions, ensuring filings are made, advising the board on governance process. In some countries the role is mandatory for certain entity types; in others it is optional or purely conventional.

Board administrator / governance coordinator

A staff role focused on the operation of the board: the meeting cycle, the papers, the record, the action log, the governance calendar, committee support and director onboarding. Authority is delegated and practical rather than statutory. In smaller organizations this person effectively runs governance administration; in larger ones they work alongside a corporate secretary or governance counsel.

Executive assistant supporting the board

An EA's primary accountability is to an executive — usually the CEO or chair — with board support as part of the portfolio. In practice many EAs do the full board administration job: scheduling, packs, minutes, follow-up. The difference is that the board work sits inside a wider executive support role, which is why capacity planning around meeting cycles matters so much.

A simple way to divide the work

• Statutory duties, registers, certification and formal advice on process: corporate secretary (or counsel).
• Meeting cycle, papers, minutes, action tracking, calendar and committee logistics: board administrator.
• Chair and CEO diaries, travel, executive coordination and the interface into the meeting cycle: executive assistant.
• Anything ambiguous: name it in writing and assign it to one role, in the terms of reference or a role description.

Where problems usually show up

• Two people believe the other is maintaining the register of directors.
• Minutes are drafted by whoever attended, so style and standard vary meeting to meeting.
• No one owns the governance calendar, so policy reviews lapse.
• The person taking minutes is not in the room for in-camera sessions and decisions go unrecorded.

Clarifying the boundary

Write a one-page split of duties, have the chair endorse it, and review it whenever the board's structure changes. It costs an hour and prevents the majority of governance administration failures.