Wearing Too Many Hats: When Combined Roles Become a Governance Risk
Combining the company secretary role with legal, finance, risk, compliance, internal audit or other executive responsibilities can be efficient and commercially sensible. The governance risk arises when one role compromises the purpose, objectivity, authority, capacity or effectiveness of another. This article examines the benefits of combined roles, the legal significance of actual responsibilities, board and chair reporting lines, self-review and assurance risk, segregation of duties, conflicts, client legal privilege, workload and psychosocial hazards, investigation protocols, and key-person dependence. It also provides a practical framework for boards to test whether a multiple-role structure remains fit for purpose and to design safeguards including direct board access, documented boundaries, critical control separations, independent assurance, conflict and recusal arrangements, privilege protocols, adequate resourcing and succession planning.
