A company secretary is “one of the key governance professionals within the organisation”, according to Deloitte. It is a role that has developed from its early iteration as the person who provided administrative support to the board of directors to a pivotal position within the company. Given the importance of the role, it is essential to understand the qualities of a good company secretary in order to find the right person to fill it. This article highlights the attributes needed to be an effective secretary.
In Business Day, Olayimika Phillips says that “any company desirous of long term and sustainable corporate success must treat the appointment of company secretary as a matter of top priority and as integral to the overall success of the company.” This underlines the respect with which the role is held.
Why is the secretary’s role so important?
The company or chartered secretary’s role requires such a variety of skills that they have an influence over a wide range of areas of business. This includes:
- Guiding the board and chair on their responsibilities under both company rules and national laws.
- Supporting the chair to ensure the board functions effectively.
- Facilitating communication between stakeholders in senior management, the board and committees.
- Overseeing inductions and development processes.
- Keeping track of regulatory compliance issues and new legislation.
- Meeting administration for board meetings and AGMs, including creating and distributing agendas, and taking and distributing minutes.
- General administration of important company documents and registers.
- Informing the board of shareholder sentiment.
- Sharing knowledge with the board and chair.
These are all important elements that are vital to the running of the company. So much so that the role of the board secretary has been likened to that of a board advisor in its current incarnation.
As the regulatory burden grows on companies, with new legislation such as the EU Whistleblowing Directive to deal with, the secretary’s role will only increase in importance.
Key Qualities of a Good Company Secretary
The board secretary is responsible for ensuring directors stay within the guidelines set for them by the company and the national legislature and maintaining the same standards for themselves. Just like a company director, the secretary can also be held liable for breach of duty if they take actions that are not deemed to be in the company’s best interests. This is why they must understand every detail of their role in compliance.
The secretary must make sure the board conducts its work to the full extent of its responsibilities and without making mistakes. They should also be irreproachable in terms of their communication with shareholders, including when making announcements or sharing ownership registrations and dividend-related reports.
Be an all-rounder and multitasker
The nature of the company secretary’s job is that they have many different duties to perform, requiring a well-rounded skillset. They also have to shift seamlessly between tasks during the working day, requiring expert multitasking skills.
On any day, they might have items in their inbox regarding new compliance risks, organisational issues relating to a forthcoming board meeting, personal development sessions for board members and many other tasks. The secretary must be able to prioritise these duties whilst ensuring they complete them all and keep open lines of communication with the stakeholders to update them on the progress.
Be an expert communicator
The company secretary is so often a conduit between internal stakeholders that they must be able to listen to and understand company information and be able to relay it succinctly and accurately to another party. It is vital that there is no ambiguity in the messaging, meaning that the secretary carries significant responsibility.
Another element of the secretary’s role is to forge working relationships with the directors and chair, to advise and assist them. Collaborating with various characters requires someone who can adjust their communication style for the person and situation, being able to show empathy and understanding.
In their external role, they will often need to engage a range of stakeholders, each requiring a different approach. How the secretary communicates with a regulator will be different from how they talk to a senior investor. A good company secretary knows when to adjust their approach to the situation, whether it calls for negotiation skills, authoritative announcements, diplomacy to resolve disputes or any other conversational style.
Related to the secretary’s role as the point of contact with senior external stakeholders, they must be analytical in handling and resolving challenges and disputes. A company secretary must be able to understand the issues at play and use their judgement to resolve them or to direct them to the correct person in order to satisfy all parties.
Internal issues are also an arena in which the analytical judgement of the secretary is called into action. In order for the board to be able to work together effectively, the secretary must analyse any disputes and use their judgement to find a solution that maintains a constructive working environment.
Be a planner
Planning is essential to the role of the board secretary, meaning that they need to think strategically. With so many interlocking pressures on the secretary, solid planning is the only way to ensure that the board and committees are fully prepared for meetings, stakeholders complete action points, the company is fully compliant with new legislation ahead of time, shareholders are registered and more.
What sets good corporate secretaries apart?
Here are some of the ways in which you can tell a good company secretary:
|Good secretaries will…||Good secretaries will not…|
|Be organised and strategic in plotting their work||Take on work as it comes in, no matter how high the priority|
|Keep copies of all correspondence, both written and digital, in order to reference them at a later date||Delete messages from key stakeholders|
|Ensure a collaborative approach to their multiple duties, working with separate teams of both internal and external stakeholders||Work in isolation from others|
|Commit to meticulous record-keeping that helps prepare for audits, investigations and for a new candidate taking over the role in the future||Attempt to commit details to memory and destroy important documents relating to their work|
|Respect the confidentiality of information passed to them by stakeholders if desired||Betray confidences for any reason|
|Undertake a thorough planning process for board meetings, working with the chair to set a comprehensive agenda to tackle the most pressing subjects||Leave the organisation of board meetings to the last minute|
|Understand the organisation’s inner workings and how internal and external factors affect that individual business||Work to a one-size-fits-all model|
How can a secretary add value to a company?
The secretary adds value by providing strategic advice to the board. They share facts and figures that can inform decision-making and ensure the business is moving in the right direction. They also help the board avoid regulatory risks and maintain communication lines between the board and investors.
What can a secretary do to improve the way meetings are organised?
The secretary is responsible for working with the chair to formulate the agenda for board meetings and has a significant say over the structure of each meeting. They can also drive the adoption of tools such as meeting management platforms that improve the efficiency of the meeting process.
How has the role of the Company Secretary changed in recent years?
The company secretary’s role has grown from a purely administrative position to one of board advisor, driving governance issues and liaising with external stakeholders such as investors and regulators.
The key qualities of a good company secretary revolve around their wide range of knowledge, organisational abilities and people skills. It is a role in which there are many different tasks at hand and an incredible amount of responsibility for ensuring the board functions as it should, the company is compliant with the latest legislation, and there are open lines of communication between shareholders and the business. As an important part of their duties, the board secretary must organise board meetings in an efficient manner.
iBabs’ online board portal helps to reduce the work that goes into hosting a meeting. Board secretaries can use it to create and distribute agendas, record and share minutes, capture votes and decisions and hold board members accountable all through the platform. Try iBabs for your company by requesting a free demo today.