The Evolution of the Company Secretary in Corporate Law and its Significance for the Governance of your Organisation

Traditionally, the role of Company Secretary has been one of administrative support to the Board, however over the years we have seen this role evolve and develop into a more strategic one as a result of legislative reform and adherence to best practice within the corporate governance space. The Company Secretary has now become a key governance and compliance resource which the Board and Management team of an organisation, rely on to ensure that they stay abreast of changing governance and compliance requirements and use these to differentiate and advance themselves as players in the commercial and economic landscape. Section 86 of the Companies Act, 2008 provides that it is mandatory for a public company or state-owned company to appoint a person “knowledgeable or experienced in relevant laws as a Company Secretary”.

Whilst the requirements for record keeping and organising meetings are still part of the role, the Company Secretary now needs to also possess a wide commercial knowledge base and be well acquainted with various Board focus areas such as Risk, Succession Planning, Stakeholder Engagement, Information Technology Governance and Labour Laws. As a strategic advisor to the Board and its Committees, whose duties include providing the directors of the company, collectively and individually, with guidance on their duties, responsibilities and powers, the modern Company Secretary also oversees the onboarding of new Board Members and ensures that they are proficiently inducted. A good Company Secretary would also play a key role in identifying training programmes to keep the skills of the Board Members current.

The main focus areas of a prudent Company Secretary are now to:

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

Overall, instead of just a minute-taker, the Company Secretary nowadays, is the custodian who ensures that the company operates ethically and effectively, in line with the principles set out in the King IV Report on Corporate Governance.