The Continuous Evolution of the Role of the Company Secretary

The Company Secretary role continues to evolve globally, from being a predominantly administrative role to one of being a key strategic advisor to the board and the management team. This strategic advisory role is increasingly important against the backdrop of a challenging economic environment, a complex legislative landscape with evolving risks and growing stakeholder needs and reporting requirements.

The Company Secretary has become a key governance and compliance resource which the board and management team increasingly rely on to ensure that they stay abreast of changing governance and compliance requirements and use these to differentiate themselves from other industry players.

Over and above compliance, the Company Secretary needs to be commercially minded, with a wide knowledge base and well versed in key board focus areas such as risk, people and succession planning, ESG, stakeholder engagement and change management amongst others. They need to be able to continuously learn and adapt, and be agile in leveraging technology and other innovations to efficiently execute their roles and responsibilities. As a strategic influencer, the Company Secretary is expected to have critical soft skills for them to be more effective. By creating opportunities to add value in areas beyond the traditional company secretary role, the Company Secretary can position themself as a strategic, trusted advisor.

The premise of the King IV Code of Corporate Governance is that the governing body (board) should ensure that it has access to professional and independent guidance on corporate governance. For most companies this will be provided by the company secretary. King IV recommends that even those companies  and other organisations not obliged to appoint a company secretary, should, as a matter of leading practice consider appointing a company secretary or other professional to provide1.

So what should be some of the key focus areas for the Company Secretary?

• Corporate governance and guiding the board on improving organisational governance through, for example, having best practice governance frameworks, delegation of authority to support role clarity and efficient decision-making, policies, charters  and terms of reference.
• Influencing and shaping effective Board and committee meeting procedures and processes.
• Supporting effective board performance through comprehensive induction and on-boarding processes for new directors, continuous director development and ensuring director skills are reflective of the organisation’s evolving internal and external context as well as leveraging board evaluation processes to support continuous director development.
• Being a sounding board for the chair and other directors on a broad range of matters that affect the organisation.
• Reporting and disclosure on governance to the organisation’s external stakeholders, for enhanced transparency.

In conclusion, one cannot help but wonder if the term Company Secretary is still appropriate, or is Chief Governance Officer, as we have heard across different governance platforms and forums, more suitable? Regardless of the role name, the principle of substance over form remains top of mind, this is a much more complex role than is apparent from the role naming convention.

Looking to outsource your Company Secretarial function to a professional service provider? We are here to serve. Please contact our organisation to see how we can be of assistance to you.

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