We all know and recognise that the role of the company secretary has changed over time, and has moved from just being the keeper of corporate records and minute taker, to becoming the chief governance officer, with all of the additional responsibilities and intersections with other executives that entails (whilst still doing the basics, now in a highly digital environment, which requires a bunch of new skills in itself!).

In this modern era of changing roles and skillsets it would be very interesting to know … “what do boards really want from the company secretary?” [NB Just the CoSec role, not dual roles.]

It could be (for example*):

• Doing the basics … and not getting involved in matters outside the responsibilities of that core role (almost sitting in the background and being ‘seen but not heard’). Very little / minimal engagement with the board. The CoSec role is considered a low-level position solely focussed on compliance.
• Supporting management to support the board, where the CEO wishes to be the main conduit for information going to and from the board, and where the CoSec has needs-basis / limited engagement with the board. The CoSec role is considered a mid-level position primarily focussed on compliance and advocating for management. Such a role may indicate an allegiance to management, rather than the board.
• Being involved in management, including being part of the executive leadership team (either as a member of, or as an observer on, ELT), and having the freedom to engage directly with the board as and when they see fit. The CoSec role is considered a high-level position with a broader focus on corporate governance and risk management – however, excluded from in-camera (private) sessions due to their proximity to senior executive colleagues (which potentially compromises their independence).
• Being independent and keeping an eye on management for the board / non-executive directors, especially where management’s actions have recently caused the board to question its trust and confidence in management. The CoSec role is viewed as a high-level position, and comes with expectations around making meaningful and valuable contributions to discussions in the boardroom, and being a trusted advisor, including being able and prepared to give frank and fearless governance advice (when required).
• Something else entirely (e.g. to reimagine governance in the organisation and help to drive change in the organisation’s culture). The CoSec role is considered a high-level position, and whilst obviously not equivalent to the CEO, this position is expected to bring a strategic vision to all governance matters, including implementing important changes (to take the organisation to the next level, possibly in response to regulatory investigations and enforcement actions).

* These examples are neither exhaustive nor necessarily mutually exclusive. It should also be noted that these examples are not intended to suggest that the company secretary would not work co-operatively and collaboratively with management or create an adversarial situation – although recognising that robust conversations may take place from time to time. Prevailing circumstances will also clearly have an impact on what the board wants from the secretary.

There is also a view among many directors that part of the role of the company secretary is to help keep them ‘out of trouble’, including by assisting them in complying with their director’s duties (in various ways – e.g. providing reminders and regulatory updates).

Not surprisingly, the preferred model or standard of governance1 (plastic, bronze, silver, gold, platinum) chosen by the board will be a very significant factor in determining what the board wants from the company secretary.

In addition, it should be noted that reporting lines (e.g. to the chair and/or CEO, or to another senior executive) will often have a major bearing on what the company secretary does day-to-day, noting that some chairs are very active in relation to corporate governance – particularly where they want to adopt things successfully used in outside organisations. Personalities of individuals are another significant influence.

Side Note

In recent times, we have also witnessed the emergence of the additional requirement for the possession of a strong working knowledge and skills in the IT-based systems which facilitate company secretarial practice (such as entity management, document lodgement platforms, meeting management, board portals, online meeting platforms, and online surveys). Query what changes (in terms of expectations) will attend this seismic shift in capability / practice.

1 The desired model of governance drives the organisation’s choices of governance systems, policies and procedures, etc., and the workload and expectations of the company secretary. The terms ‘light touch’ and ‘gold standard’ are often used for the two ends of the governance continuum.