Does the company secretary share responsibility for board effectiveness?

  • Sharing responsibility for the quality of governance of the company and board effectiveness, presents company secretaries with several important challenges.
  • These challenges relate to time pressure and work load, conflicting loyalties due to dual reporting lines, and company secretaries’ dependence on other organisational actors to fulfil their tasks. 
  • This raises questions as to which skills company secretaries should ideally have to adequately fulfil their role as governance facilitators.

Female executive talking to male colleague seated at table

Company secretaries significantly influence an organisation’s governance framework but they face a number of practical challenges with directors, employees and management in fulfilling their diverse roles and responsibilities — that’s what is indicated by our study among about one hundred company secretaries, who operate in the Dutch two-tier board system.1

‘The amount of governance, and the amount of challenge and advice that this new role [company secretary] has to give to the executive team and the chairman and the non-execs has gone through the roof.’ — Company secretary.2

The role of the company secretary is rapidly evolving, as secretaries are increasingly involved in strategic tasks that go beyond mere administrative support activities. For example, a large UK study concludes that ‘the role of the company secretary is much more than just administrative; at its best, it delivers strategic leadership, acting as a vital bridge between the executive management and the board and facilitating the delivery of organisational objectives’.3 Similarly, McNulty and Stewart state that ‘the role and profile of the company secretary as a backstage administrator is moving into the public glare of good governance process […]. A combination of their formal position as a legal officer of the company, and chief administrator to the board, their proximity to the board process, and the promotion of their role through regulation, invites attention to the role and contribution a company secretary can make to board effectiveness.’4

As the governance role of the company secretary becomes more significant, this development raises several important questions. For instance, what is the current organisational status of the company secretary? Does he or she contribute to board performance? If so, which activities make a difference in the effectiveness of boards? And, what challenges do company secretaries face in their day-to-day work and how do they manage these?

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