The role of the Company Secretary

Of interest to all those working in companies

There was an interesting article published last week on the Harvard Law School Forum on Corporate Governance, noting that Bernie Ebbers, former CEO of Worldcom has been released from prison on health grounds after serving 13 years of his 25 year sentence relating to the collapse of Worldcom in 2002.

One of the features of the collapse was that Mr Ebbers was said to have marginalised the role of the legal function in the business. Of course, this was an American company, but it struck me when reading the article that in the UK environment, where it is the company secretary rather than the general counsel who is, or should be, primarily responsible for governance support to the board, many of the same issues might arise were the CEO to seek to sideline the company secretary.

Consequently, the recommended action steps in this article are, with two exceptions, relevant in the UK context if one substitutes the words ‘company secretary’ for ‘general counsel’, ‘company secretarial team’ for ‘legal team’ and ‘relevant advisers’ for ‘external counsel’. The two exceptions are recommendation 8 where, of course, the company secretary should, ideally, report to the chair and recommendation 11 where a member of the secretariat team should already be minuting all meetings of the board and its key committees.

Read the article. 

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