To whom should the corporate secretary report?

William Mostyn, Bank of America’s Deputy General Counsel & Corporate Secretary, among his other duties keeps track of some 2,000 subsidiaries. In his spare time, Mostyn is Chairman of the Board of the Society of Corporate Secretaries & Governance Professionals (SCS&GP). In a profile published by Met. Corp. Counsel, Vol. 15, April 2007 at 64, he makes clear to whom he thinks the corporate secretary should report:

“In light of the legal underpinnings of so many corporate governance issues, and of the legal nature of the company’s relations to the investing and general public, I believe that the corporate secretary should report to the general counsel.”

Being a lawyer, however, and current chief of SCS&GP, he has to be politic, and point out that this conclusion depends. “I am aware, however, that a great many report to the CEO or to the board chairman, and there is something to be said about both those reporting lines.”