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The Company Secretary: Building Trust Through Governance - Overview


The Company Secretary: Building Trust Through Governance - Overview

A recent report published by Henley Business School in collaboration with the ICSA emphasises the importance of the role of the company secretary.

The report, developed from research led by Professors Andrew and Nada Kakabadse, exhibits the significant contribution that effective company secretaries make to strategic leadership and board performance.

The study consisted of obtaining the perspective of over 200 respondents including company secretaries, chairmen, CEOs, NEDs and independent consultants covering board views from FTSE, SME and private, not-for-profit and public sector board-level stakeholders in the UK, Ireland and internationally based organisations.

Findings of the Report

Of those surveyed, the majority agreed that the role of the company secretary is an important and unique function on the board. However, many company secretaries themselves believe that their role is inadequately utilised and often underappreciated.

Findings of the study also demonstrate how highly skilled company secretaries essentially assist with the building of trust within the board, which in turn leads to better governance.

A number of company secretaries surveyed accept that their own personal morals and ethics are imperative in effecting corporate judgement in a positive manner.

Members of the survey acknowledged that it is not solely the fixed administrative skills or technical knowledge of the company secretary which determines how board effectiveness is realised. On the contrary, the respondents highlight the role’s requirement for continuing engagement, utilising their interpersonal skills to build effective relationships which may result in the critical appraisal of other board members’ roles.

Achieving Effective Organisational Leadership

Company secretaries studied in the report state that they are more content in roles where their opinions can be expressed, allowing them to gain a greater level of respect and appreciation from the board. The majority of those surveyed acknowledged that this is essential in realising effective organisational leadership and positive boardroom dynamics.

The report also finds that certain company secretaries advise how discretion is developed through practical experience within their roles and that they have a broader understanding of the variables which influence team decision making.

In addition, the report emphasises the importance of ICSA-qualified company secretaries, who may offer more rounded governance and board member service than those who have come to the role through other professional routes.

Challenges Facing Company Secretaries

Whilst challenging board members to do more for their organisations, the report pinpoints the persistent challenges facing company secretaries which include:

  • Supporting chairmen exhibiting poor performance;
  • Acting as the third person in a CEO–chairman relationship;
  • Becoming the pivotal contact for overwhelming issues; and
  • Maintaining independence from other executives and board members.

One Agenda - What Is Best For The Company & The BoardOverall, the report suggests that many company secretaries believe their role is misinterpreted and sometimes viewed as administrative in nature. However, it is accepted that the company secretary adds significant value to the board and helps facilitate the successful implementation of organisational objectives.

Professor Andrew Kakabadse adds, "While the NED has been the focus of much attention in the post-financial crisis period, it is now time for the company secretary role to come to the fore. Company secretaries are the only ones with access to all relevant information, know the culture of an organisation inside out, and are attuned to the reality of what is happening on the board and in the organisation. They have only one agenda – what is best for the company and the board."

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