In a recent post on LinkedIn (and an expanded follow-up article) we asked WHAT DO BOARDS REALLY WANT FROM THE COMPANY SECRETARY?

In this article, we ask WHO SHOULD THE COMPANY SECRETARY REPORT TO?

Reporting lines for the company secretary vary from organisation to organisation and may include the one of the following:

• Board Chair (only).
• Board Chair, with a dotted line to the CEO, or another C-suite executive.
• CEO (only).
• CEO, with a dotted line to the Board Chair.
• General Counsel, or another C-suite executive who reports directly to the CEO (only).
• General Counsel, or another C-suite executive who reports directly to the CEO, with a dotted line to the Board Chair. [General Counsel is often the preferred option given the legalistic elements of the company secretary role and the fact that it is important for both roles to be independent. It may also be the case that the GC is also the Company Secretary – dual roles are not uncommon in small to medium-size organisations.]
• Something else entirely.

The reporting line could depend upon the following factors:

• The size of the organisation.
• The seniority of the individual within the organisation (relative to others).
• What the board wants from the role of the company secretary (under its chosen model of governance - gold, silver, bronze standard, etc., related to industry type potentially).
• Desire for the company secretary to be completely independent, without any undue influence from member/s of senior management – possibly in response to some past event where the secretary was put in a seriously difficult position or where the board simply wishes to signal the value of independence of the role.
• Administrative convenience – noting that a non-executive director would generally not have access to any HR systems required to receive and approve the leave requests, etc., so practically it does make sense for the company secretary to have a reporting line to an appropriately senior executive – although not necessarily the CEO if it’s just to approve leave requests.
• Whether the role is occupied by an employee or an external consultant (contractor). An external person is more likely to report to the board in most situations.
• Historical practices.
• Prevailing circumstances (including any regulatory enforcement action, which may influence reporting lines and accountabilities).

Regardless of the reporting line it is very important that the company secretary is independent and can act independently, to facilitate / promote good governance, without fear of reprisal/s if management disagrees with some action proposed or rightly taken by the company secretary.

Comments and feedback is invited from directors, company secretaries and other interested stakeholders.