The company secretary plays a critical role in ensuring that the organisation complies with its various legal and other regulatory obligations, the board and management is well advised and properly supported in corporate governance processes, etc. (including decision-making), and the organisation is generally well governed (in terms of policies, procedures, etc.).

A company secretary’s performance can be evaluated by reference to a wide range of aspects and contributions.

For example, is your company secretary:

• Appropriately qualified and competent, and able to draw upon their relevant experience in performing their role and adding value in a variety of ways (including looking ahead to foresee problems and suggest solutions).
• Keeping their governance knowledge and skills up to date (including keeping abreast of relevant regulatory developments and good governance trends), as well as those of the company secretariat team (including providing training and support to team members).
• Familiar with the principal activities of, and current challenges faced by, the business1.
• Conversant with the organisation’s constituent documents and able to interpret these documents with a high degree of precision.
• Ensuring that the organisation has an appropriate governance model and infrastructure arrangements in place (including governance policies, procedures, systems, processes, etc.), in consultation with and the endorsement of the board.
• Promoting transparency, responsibility and accountability in policies.
• Keeping corporate records and registers in good order, including an ability to respond to requests for information and locate copies of corporate documents in a timely manner.
• Keeping on top of regulatory lodgements (to ensure documents are lodged on time and there are no late fees or penalties).
• Liaising with and giving instructions to the (external) share registry, lawyers and others.
• Working collaboratively with others (without compromising independence – see below).
• Scheduling and coordinating board and committee meetings and helping to ensure the items of business contained in annual workplans (and other business transactions) are covered off in a timely manner.
• Adequately planning and preparing for board and committee meetings so that meetings are conducted in a way that achieve their objectives (including preparing agendas, and reviewing, compiling and despatching papers in a timely manner – with management’s support and cooperation, as well as having pre-meeting catch-ups with relevant chairs to call out and run through the key issues).
• Planning and preparing for and facilitating corporate actions and the conduct of annual general meetings2, which must first go through regular board processes.
• Providing draft minutes to the relevant chair within a reasonable time after the meeting, including ensuring that decisions are correctly recorded, and that the minutes are kept in accordance with the requirements of the Corporations Act 2001 (Cth).
• Responding to (ad hoc) requests for circular resolutions in a timely manner.
• Facilitating concise and timely communications between the board and management, including sharing action items and other requests or feedback.
• Responding to business-as-usual (BAU) and ad hoc requests and enquiries in a timely manner.
• Checking that requests for execution of documents are appropriate (including ensuring that, if proper and appurtenant, documents are complete and in order to be executed).
• Ensuring that the corporate insurance programme is complete, and in place, including directors and officers (D&O) and public liability insurances.
• Facilitating (annual) board and committee self-assessments and governance reviews – internal and/or external (independent).
• An advocate for and champion of good governance (in a practical and meaningful way).
• Identifying and flagging issues before they become problems (which may be viewed as being the ‘eyes and ears’ for the board, not as a ‘spy’, but as another line of defence for the board).
• Independent of mind3 (and not be unduly or improperly influenced by management; a company secretary is expected to be independent; the legal, compliance and internal audit functions are similarly expected to be independent – moreover, it must be noted that being an officer of the company carries with it certain rights and responsibilities).
• Prepared to (respectfully) test and challenge things in the interest of good governance3.
• Providing well informed and timely advice on governance matters to directors and the board and its committees, as well as management.The company secretary should be regarded and treated as a trusted advisor (and not a threat to authority).
• Prepared to give frank and fearless advice3, including where conflicts of interest, risk & compliance factors, and culture and conduct issues are concerned (… to name a few).
• Sensibly and maturely navigate / manage through (hopefully) occasional tensions and disputes (which can arise from time to time)3.
• Escalating issues, where appropriate (e.g., if a board decision or direction is not being implemented or followed).
• Utilising appropriate information technology-based solutions to help provide effective and efficient corporate secretarial / governance services.
• Not burning out staff and/or him/herself.

1 Familiarity with the organisation’s corporate structure and principal activities are essential in being effective.

2 If and when required.

3 Being a company secretary can be a very tough gig, often sandwiched between the board and management, especially where reporting lines make it difficult to serve two masters.

Governance in Action Pty Ltd can assist with designing and (if requested) conducting balanced scorecard-based performance and/or efficiency reviews of company secretaries and company secretarial functions.