By John WilliamsonBoards meet intermittently. In most cases they require professional corporate governance support to ‘make things happen’ in between, as well as for, board meetings. The Company Secretary will generally be the chief administrative officer of the board, and will often in medium to large organisations be supported by a professional secretariat.
Management also require professional corporate governance skills to ensure appropriate governance frameworks, policies and processes exist and that any external or internal compliance requirements are met. The Company Secretary will in also in most cases be the chief governance officer and ‘keeper of the corporate conscience’.
For Corporations Act companies, the Company Secretary appointment is a statutory one and attracts statutory duties.
The Company Secretary and the CEO are often the only ‘direct’ employees of a board. While the Company Secretary will be responsible to the board on board-related issues, from an organisational perspective he or she will most likely also directly report to the CEO or another senior executive – particularly if other organisational duties form part of a role description. The Company Secretary role can be difficult at times with various inherent tensions – especially where multiple role responsibilities are involved. (The High Court decision in James Hardie also made it clear that where a Company Secretary’s role is combined with another role - in that case, General Counsel - the degree to which a person participates in decision-making will determine their duties as opposed to their title.)
So in this complex context, what makes a good Company Secretary? Based on my long experience both as a Company Secretary and in mentoring current and ‘budding’ Company Secretaries, the following key attributes are the ‘essential basics’:
- Governance expertise: Company Secretaries should be the corporate governance professional in their organisation – they should be the ‘go to’ person for governance issues. To be this they should have undertaken at least some initial formal training in governance and company secretarial practice. They then need to ensure a current knowledge of both current developments affecting governance and also best practice in corporate governance – continuing professional development is key.
- Organisational knowledge. The Company Secretary must understand the business and the context of their organisation. They must be able to translate governance theory into appropriate frameworks, policies and processes for their organisation. They must be able to develop and implement these in a way that their organisation can readily understand and comply with.
- Planning skills. A good company secretary is usually a very organised person. This is essential given that board and committee meeting cycles are schedule-driven and that external and internal compliance obligations must be met on time.
- An eye for detail. A ‘command of the detail’ is required. A Company Secretary must ensure that the work of the board in particular as well as the larger organisation is well planned and executed and that compliance with relevant requirements, policies and procedures is facilitated. On the other hand he/she must also understand the strategic goals and plans of the organisation.
- Effective communication. Company Secretaries work with senior people – board members or directors, CEOs, senior executives and often many senior external stakeholders (including regulators, investors and funders). They must possess discretion, diplomacy, tact, emotional intelligence and good negotiation skills. They must able to listen to well and effectively communicate both orally and in written form.
- Integrity and independence. As the ‘keeper of the organisation’s conscience, a Company Secretary must possess outstanding integrity, and be able to provide impartial, frank and fearless guidance and advice. He/she must possess the courage to raise issues and concerns and be accountable and transparent for his/her actions and decisions.
- Solid judgment. The ability to assess and make sound judgements, often in circumstances involving conflicting issues and ends, is a key requirement for a Company Secretary. This is especially so given the senior people a Company Secretary has to deal with.
- Commitment. A commitment to doing ‘a good job’ is essential. This could be said to apply to many organisational roles. However it particularly applies to a Company Secretary given the continuing ‘spotlight’ he/she is under form both internal and external stakeholders.
The above is not an unrealistic set of requirements. Many good Company Secretaries I have encountered possess all of the above (and more!) The mix of a seemingly never-ending round of board meetings, senior stakeholder requirements and interactions, and time-driven compliance requirements can be challenging! The attributes outlined above are all needed to discharge a Company Secretary role well.