A company may need to look outside the company for corporate governance services in circumstances such as when the company’s Corporate Secretary requires temporary or ongoing assistance from a seasoned corporate governance professional to work on Shareholder, Board and Committee matters or to fulfill responsibilities during peak times or with respect to special projects or crisis situations, the company’s Board desires an audit of existing corporate governance practices or when the company’s Corporate Secretary has left the company and a replacement has not been selected.

Corporate governance in many corporations and nonprofit organizations often may not be prioritized, either because Executive Management is not aware of the importance of corporate governance or views corporate governance simply as a formality. However, there are various reasons to ensure that good governance is practiced in any corporate organization.

GPG wants to be your external Corporate Secretary service provider and invites you to use its services on a full time or part time basis to meet your company’s Corporate Secretary needs.

Fulfill Director and Officer Fiduciary Duties

A key purpose of maintaining a robust corporate governance program is to help directors and officers perform their fiduciary duties to shareholders and creditors. Observing good governance practices, procedures and processes with the support of an expert Corporate Secretary is extremely important to ensure that Board and management fiduciary duties are fulfilled. GPG can help to ensure that decision-making by your company’s directors and officers is appropriately diligent and properly documented.

Preserve Corporate Veil to Protect Shareholder Assets

If corporate formalities are not properly attended to, creditors and plaintiffs might be able to “pierce the corporate veil”, impose individual liability on shareholders and attack their individual assets. Shareholders insist upon corporate governance that is complete, well documented, and transparent in order to protect their investments. GPG can ensure that all necessary corporate formalities are handled on an efficient and effective basis. GPG can help to ensure that decision-making by your company’s directors and officers is appropriately diligent and properly documented.

Maximize Internal Efficacy and Efficiency

Utilizing external Corporate Secretary services promotes efficiency, performance and flexibility to adapt to evolving corporate governance rules and allows your company’s executive management team to perform their primary responsibilities while external governance professionals attend to the company’s corporate governance needs.

In many corporations, the title of Corporate Secretary is held by other corporate officers who may lack the connection, resources, time and background information necessary to perform the role of Corporate Secretary in a way that is consistent with best practices. The primary roles of those officers typically consume all of their time. The performance of the Corporate Secretary role can distract them from performing their primary roles which require undivided attention. As a result, Corporate Secretary duties are often performed only when time permits without enough attention.

Our professionals can help manage corporate governance issues so that executives can devote more time to the conduct of the company’s business and important matters that are central to their primary roles, knowing that there is an experienced GPG governance professional attending to all of the company’s corporate governance needs. GPG can perform the Corporate Secretary function efficiently and effectively because it is GPG’s only commercial focus. When your company’s internally appointed Corporate Secretary does not have the time to adequately serve as your company’s Corporate Secretary, turn to GPG as a provider of external Corporate Secretary services.

Decrease Reliance on More Costly Alternatives

Companies may use law firms and accounting firms to perform some outside Corporate Secretary services, alternatives that are typically expensive with respect to day to day Corporate Secretary work. Using these types of service providers for this type of work is usually not a cost-effective method to procure corporate governance services externally. GPG can perform all or a portion of the Corporate Secretary role at a much lower cost than these types of service providers who normally charge their clients their customary hourly rates for these services. GPG offers its clients a variety of corporate governance services from experienced Corporate Secretaries working side-by-side with executive management in a manner that fits the client’s budget and improves the level of corporate governance service delivered to the client.

Increase Level of Governance Resources Without Increasing Staff

Corporations and other organizations may not have adequate governance resources to provide an adequate level of Corporate Secretary services internally in order to meet corporate governance requirements. In resource-constrained companies, the Corporate Secretary function may not be adequately staffed, corporate governance responsibilities may be divided among a number of internal groups with little oversight or coordination, and the performance of Corporate Secretary responsibilities may be neglected. An adequate level of governance resources is necessary to conduct the Corporate Secretary function in the professional manner that is increasingly being demanded by Boards of Directors.

Outside resources to provide a robust Corporate Secretary function are often necessary to ensure good corporate governance practices and procedures. Many companies find that they are shorthanded and may need to retain a seasoned external Corporate Secretary to ensure that the company’s corporate governance needs are appropriately handled. Having access to externally available experienced corporate governance professionals is essential.

If your company does not have adequate resources and skills to appropriately staff your company's Corporate Secretary function, GPG can help by providing your company with an option to outsource all or a portion of your company’s Corporate Secretary function. The cost of GPG’s services is favorable compared to the amount of time that an internal Corporate Secretary and his or her staff would spend performing the same tasks. Using the services of GPG enables internal staff members to use their time more profitably doing what they do best. You can hire GPG to assist on a day to day basis or during peak or crisis periods.

Improve Preparedness for Corporate Sale, “Going Public” and Financing Transactions

A professional approach to corporate governance practice, process and procedure is extremely important with respect to corporate sale, “going public” and financing transactions. A corporation’s governance practices, processes and procedures, and the adequacy of its corporate documentation and internal controls, will be very important in due diligence processes related to these types of transactions. The value of the company for any of these purposes will be affected by the outcome of this corporate governance due diligence review process. Corporate governance documents are customarily required for closings of these types of transactions as well. GPG can help to ensure smooth company transactions by enhancing a corporation’s corporate governance practices, procedures and processes.

Facilitate Financial Statement Audits

If a corporation’s financial statements are audited by independent public accountants, the auditors will request copies of the minutes of Shareholders and Board meetings and similar documents reflecting appropriate corporate governance.

GPG can assist your company’s finance staff in responding to external auditors’ requests for corporate governance documents in connection with their annual audit and quarterly reviews of your company’s financial statements.

Enhance Ability to Provide Requested Governance Documents

A corporation’s ability to adequately respond to requests for corporate documents, and the quality of the documents the corporation can submit in response to those requests, are very important. Following good corporate governance practices will enable the corporation to be prepared to present these types of documents when necessary. GPG can assist your company to ensure that corporate documents are organized so that they can be available when needed to satisfy corporate document requests.