Boards routinely look to former CEOs, CFOs, senior operating executives and lawyers when recruiting non-executive directors. A career company secretary is a less familiar pathway. Yet that raises an obvious question: could someone who has spent years helping boards work effectively also make a good director?

For this discussion, a “career company secretary” means someone with at least eight consecutive years in a full-time company secretarial or equivalent senior governance role.

The short answer is yes - in the right circumstances. But the case is not that governance expertise can substitute for commercial judgement, or that every experienced company secretary is board-ready. It is that a seasoned company secretary can bring a distinctive combination of boardroom experience, enterprise-wide perspective, governance judgement and regulatory awareness that may be highly valuable as part of a balanced board.

Why the question is timely

The issue is especially relevant while board capability is receiving renewed regulatory attention. At the time of writing, ASX's consultation on the draft 5th edition remains open until 14 September 2026. The consultation draft says directors should collectively have a broad range of experience, skills and knowledge, and that board composition should promote diversity of thought and independent judgement. Draft Recommendation 2.2 would require a listed entity's board to determine the collective skills, knowledge and experience it needs and assess whether it has them. The explanatory material specifically identifies professional expertise in governance and risk alongside finance, technology and legal and regulatory matters.

APRA's draft CPS 510 Governance is even more explicit for regulated entities. It proposes a documented board skills matrix covering skills, experience and behavioural attributes, with measurable proficiency criteria, future skills needs and active remediation of capability gaps. APRA's consultation closed on 28 August 2026, with the final CPS 510 and related guidance planned for late 2026.

In other words, the contemporary question is not whether one particular professional background is inherently superior. It is whether the board has the collective capability needed for the organisation it governs - now and in the future.

What can a career company secretary bring?

The modern company secretary can occupy a distinctive position inside an organisation. ASIC recognises company secretaries as company officeholders, while the AICD describes the role in larger organisations as potentially the organisation's chief governance specialist. The draft ASX Principles say the company secretary supports board effectiveness, advises on governance, helps preserve boundaries with management, facilitates information flow and supports director engagement.

One important caution is that “company secretary” is not a standardised professional credential in Australia. The Corporations Act sets minimum eligibility and residency requirements but does not require a particular academic or professional qualification. Governance Institute of Australia offers postgraduate and Chartered pathways, and many senior company secretaries have legal, accounting or governance qualifications, but a nomination committee should assess the individual's actual capability rather than infer it from the title alone.

That experience can translate into several useful board capabilities.

First, there is boardroom fluency. A career company secretary may have observed hundreds of board and committee meetings: good ones, poor ones and difficult ones. They understand how agendas, papers, minutes, information flows, chairing practices and board-management relationships influence the quality of decision-making. They often see, at close range, where constructive challenge works and where deference, ambiguity or poor escalation can undermine oversight.

Second, strong company secretaries tend to be boundary-spanners. Their work can cut across legal, finance, risk, compliance, strategy, investor relations, remuneration, sustainability, technology, people and culture. They may not own each function, but they frequently need to understand how the pieces fit together and how issues move - or fail to move - through an organisation. That enterprise view can be valuable on a board, particularly where risks are interconnected.

Third, career company secretaries often develop strong regulatory and disclosure instincts. In listed and highly regulated organisations, they live with the practical consequences of continuous disclosure, directors' duties, board accountability, regulatory engagement and increasingly complex reporting obligations. This is not merely technical knowledge. At its best, it becomes judgement about when a matter is material, when something needs to be escalated, when the board needs more information and when process is masking a substantive problem.

Fourth, the role can build organisational memory and pattern recognition. A long-serving company secretary sees directors, executives, strategies, restructures, crises and regulatory cycles come and go. A person who has performed the role across several organisations may also bring comparative insight into different governance models and board cultures.

None of this makes commercial experience irrelevant. It does, however, challenge the idea that commercial judgement can only be acquired by having run a large P&L.

Where might the gaps be?

A nomination committee should not romanticise the company secretary background. Some career company secretaries will have had limited responsibility for revenue, customers, products, frontline operations, large workforces or major capital allocation decisions. Depending on the organisation, those may be significant gaps.

There is also a mindset transition. The company secretary is normally an adviser, facilitator and governance professional. A director is a decision-maker who must exercise independent judgement and accept personal responsibility for the decisions and oversight of the board. A candidate needs to demonstrate that they can move from advising others about a decision to making and owning the decision themselves.

The risk of excessive process orientation should also be tested. Good governance is not synonymous with more papers, more controls or less risk. Boards exist to govern organisations that must make choices, pursue opportunities and accept appropriate risk. The strongest former company secretary candidate will understand that governance should enable sound performance and decision-making, not suffocate it.

Industry knowledge also matters. Deep governance expertise may be particularly valuable in regulated or structurally complex organisations, but it does not remove the need to understand the business model, competitive environment, customers, technology and key operational risks.

Finally, independence must be considered carefully. Under the draft 5th edition ASX Principles, recent executive employment by the entity or a child entity is identified as a factor that may raise questions about a director's independence. A recently retired company secretary joining the board of the same organisation may therefore present different issues from a career company secretary joining an unrelated board.

Governance failures: evidence for the case?

Repeated governance failures make the argument tempting: if boards contain highly accomplished people, why do serious governance problems continue to occur?

The answer needs care. Governance failures do not prove that boards should appoint former company secretaries. There is no reliable basis for claiming that a former company secretary would have prevented a particular failure.

What those failures do show is the importance of capabilities that many strong company secretaries develop. APRA's Prudential Inquiry into CBA, for example, identified inadequate board oversight and challenge of emerging non-financial risks, weaknesses in issue identification and escalation, unclear accountability and an overly collegial environment that reduced constructive criticism. APRA's current governance reform work continues to emphasise oversight, accountability, challenge and the quality of board information.

Those are board-wide responsibilities. But if a board skills assessment identifies a genuine weakness in governance, risk, information integrity, escalation or constructive challenge, an experienced governance professional should be part of the candidate pool.

What do the courts say?

Australian courts do not recommend particular occupational backgrounds for directors. The case law is more useful for defining the standard expected of directors and officers.

In Shafron v ASIC, the High Court considered the responsibilities of a person who was both general counsel and company secretary. The case is important because it reinforces that statutory duties under section 180 of the Corporations Act are assessed by reference to the office actually held and the responsibilities actually carried out; professional responsibilities cannot simply be compartmentalised by title.

ASIC v Healey (the Centro case) remains a powerful reminder that directors must bring their own attention and judgement to matters for which they are responsible. More recently, in ASIC v Bekier, the Federal Court found The Star Entertainment Group's former CEO and Paula Martin - who had served as Group General Counsel and Company Secretary and later as Chief Legal and Risk Officer and Company Secretary - had breached section 180, while dismissing ASIC's case against seven former non-executive directors. The two executives filed appeals in July 2026, so the findings against them should not be treated as finally settled while those appeals remain pending.

The lesson is not that a former company secretary provides a legal shield for other directors. Quite the opposite. Every director retains their own duties. A governance specialist cannot absorb those duties, and the business judgment rule is not a blanket defence for poor governance or compliance. The value of a former company secretary, if appointed, lies in improving the quality of collective oversight and decision-making - not in becoming the board's compliance insurance policy.

Are there Australian precedents?

Yes, although the examples also illustrate why the question should not be reduced to job titles.

Karen Wood served as BHP's Group Company Secretary and Chief Governance Officer before moving into broader executive responsibilities, including Chief People Officer. She later joined the South32 board, became Chair in 2019 and retired from that role in February 2026.

Jane McAloon provides another strong example. Her executive career included senior company secretarial and governance roles at AGL and BHP, including President, Governance and Group Company Secretary at BHP. She is now Chair of BlueScope Steel and an independent non-executive director of Commonwealth Bank of Australia.

Both careers support the proposition that deep company secretarial and governance experience can translate successfully into major board roles. They also provide an important qualification: both individuals accumulated broader executive, business, regulatory and leadership experience. That breadth is likely to have strengthened, rather than diluted, their governance credentials.

What should nomination committees test?

A board considering a former career company secretary should look beyond the title and test the same fundamentals it would test for any serious director candidate:

depth of governance, regulatory and risk expertise;

financial and commercial literacy, including understanding of value creation and risk appetite;

relevant industry, customer and operational knowledge;

evidence of judgement, decision ownership and constructive challenge;

ability to engage strategically rather than default to process or compliance;

understanding of technology, cyber, sustainability and other contemporary board risks where relevant; and

independence, reputation, time capacity and boardroom temperament.

For aspiring directors from company secretarial backgrounds, the implication is similar. A board CV should show enterprise impact, judgement and outcomes - not simply meeting administration. Gaps in finance, commercial exposure, industry knowledge or people leadership should be addressed deliberately. Committee, not-for-profit, government or smaller-board roles can provide useful decision-making experience, but they should be pursued because they add genuine capability, not merely as resume stepping stones.

Conclusion

So, could company secretaries make good directors? Absolutely - some could make excellent directors. But “company secretary” should neither be an automatic qualification nor an automatic disqualification.

The better question for a chair or nomination committee is: what does this board need next?

If the answer includes deeper governance judgement, regulatory understanding, information-flow discipline, enterprise-wide perspective and constructive challenge, a seasoned company secretary may be a compelling candidate. In a governance environment that increasingly demands boards demonstrate that they possess the right collective capabilities, excluding that talent pool because it does not fit a traditional CEO-or-CFO pathway would itself be difficult to justify.

David Cantrick-Brooks FGIA FCG, Principal & Director of Governance in Action Pty Ltd, would be pleased to assist with enquiries. Please feel free to reach out via LinkedIn or via gia.net.au.

AI-assisted tools and techniques were used here to support the research, drafting and editing of this publication. Responsibility for the final content rests with David Cantrick-Brooks.

Whilst accounting and legal terms and references may be contained in this publication, it does not constitute or purport to be or represent accounting or legal advice of any kind – whatsoever. Readers should seek their own independent professional advice.