The Company Secretary

In 2013 we worked with Henley Business School to explore how company secretaries help organisations create trust through governance, and the skills and knowledge that they need. 

Get an overview of the findings, download the report, read related comment and see the events we are hosting on this research.

Background

Good governance is increasingly important to all organisations, in the private, public and not-for-profit sectors.

The pace of regulatory change and public mistrust of institutions, means that company secretaries have more than ever to do in bigger and more significant roles as the guardians and leaders of good governance.

We believe that company secretaries make a significant contribution to board performance, but the very nature of the role means that they can also be an undervalued and underused resource. To explore why this is, and how it can be addressed, we set out to examine some of the assumptions and expectations of the role, and identify what constitutes good practice.

The research team, led by Professors Andrew and Nada Kakabadse, engaged over 200 people, including company secretaries, chairmen, NEDs and CEOs, who shared their thoughts and experience in interviews, discussion groups and questionnaires. Participants came from FTSE, SME and private, not-for-profit and public sector boards in the UK, the Republic of Ireland, and internationally based organisations.

The key questions included:

  • What makes a good company secretary?
  • Do the members of the board fully understand the company secretary's role?
  • How can a company secretary become a highly valued contributing member of an effective board?
  • How is the role best structured and positioned to be effective?
"There is no end and there is no beginning to the role. This is only a problem to people who are not sufficiently able; for those who are, it is fantastic."
Professor Andrew Kakabadse


Findings

The majority of respondents surveyed, including a number of chairmen, agree that the role of the company secretary is an important and unique function. However, many company secretaries suggest their role is largely taken for granted and often improperly utilised.

The 12 key findings are summarised in this presentation.

Recommendations

As every organisation is different and leadership teams are unique, the study concludes that there is a need to build discretionary capacity into the role of company secretary. However, some broad recommendations pertain to large and medium sized organisations across all sectors.

  • The company secretary role should be a direct, primary reporting line to the chairman and is most effective as a standalone position.
  • The secretariat needs to retain independence to rebalance power as required and demonstrate accountability.
  • The profile of the company secretary role needs to be raised among other board members.
  • Boards need to have more open internal dialogues so that strategy can fully emerge and be openly understood.
  • Mentoring and succession planning for company secretaries needs to improve to advance junior staff into the top roles.
  • The broader ICSA-qualified professional is best-placed to fulfil the needs of effective boards.

Features

Don't be humble if you want to be on the board
Carly Chynoweth considers the findings of the Henley report and describes in the Sunday Times how company secretaries, as 'NEDs in executives' clothing', are often overlooked for board membership.

Knowledge is Power

G+C magazine explores how Professors Andrew and Nada Kakabadse, and Nadeem Khan’s study into the role of the company secretary forms the most complete insight to date on how this role is bridging a vital gap between the boardroom and the executive.

Company Secretaries: Heartbeat of Modern Business
William Hall considers, for Director of Finance, why the responsibilities of the CEO or FD are well understood, whilst the Co Sec role can be dogged by misunderstanding.

Right Now, Corporate Secretaries are Highly Underrated

Christina Lan at Enlight Research considers how boards should reassess the role of company secretary beyond adminsitrative duties.

Company Secretaries Help Drive Organisational Success

ConsultantNews.com reviews the Henley Business School report and shares comment from Dame Alison Carnwath, Chairman of Land Securities, and Sir Richard Olver, (Chairman of BAE Systems 2004-2014).

The Rise of the Company Secretary
Simon Osborne FCIS writes in the Law Society Gazette about the skills that company secretaries need, and the compelling opportunities that the role presents for legal professionals.

There is a Crying Need for Innovation in Boardrooms
Dina Medland considers the implications of Professor Kakabadse's report for Forbes Business, and identifies a pressing need for British boards to empower company secretaries and increase diversity.

The Company Secretary: Building Trust Through Governance - Overview
The Pearce Trust blog provides an in-depth overview of the Company Secretary Report and its implications for the industry.

Beyond Compliance: Monitoring and Mentoring

Professor Kakabadse speaks to G+C magazine about his research and why he thinks that boards would benefit from taking a fresh look at the role of their company secretaries.

Get a preview of the research findings in this short video featuring the report's author, Professor Kakabadse.

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