Guest post: How can you respond to the changing Company Secretary role?

Aug 10th '19

The Company Secretary role – like many other jobs – is changing.

A growing focus on governance and corporate social responsibility; increasing shareholder and stakeholder expectations; the need to reflect a diverse range of views on the board – all of these are changing the role and responsibilities of the Company Secretary.

How does this impact people in the role, and what can you do to rise to the challenges created by this change?

What does a Company Secretary do?

A Company Secretary’s role is to ensure the smooth administration of the company.

Among their usual areas of responsibility, they tend to be accountable for:

  • The company’s compliance with corporate governance and other financial and legal regulations
  • Management of administration relating to the company’s shareholders
  • Communication with shareholders and other stakeholders

The Company Secretary may also provide strategic advice to the company’s board of directors.

Clearly, then, it’s a role with a wide-ranging set of requirements. From administration and management of board meetings – which may be seen as relatively menial – to advising on corporate governance and strategy.

Although legislation passed in 2008 means that a Company Secretary is not mandatory for limited companies, many still choose to retain the role, evidencing the crucial part the CoSec plays in the smooth running of the business.

How is the role evolving?

The CoSec’s role is changing in tandem with the changing demands of business and the expectations of the wider world.

Frequently, these changes raise the profile of the Company Secretary. As a report by Deloitte says, ‘As the importance of effective corporate governance continues to be critical in today’s environment, not least due to the global financial crisis, there has been increased focus on the role’.

A survey by Grant Thornton last year found that 80% of people felt that the role of the company secretary has increased in responsibilities and breadth. Regulation and the associated compliance requirements are seen as the main causes of this increased responsibility.

In the aftermath of the global banking crisis, governance has taken on increasing importance. We asked in February whether boards should be more proactive on governance; if they do up their game, this increased responsibility tends to fall to their CoSecs.

The need to lead the board and company on governance issues demands someone who is confident at challenging decisions and being proactive on actions. You also need to be discreet; you are likely to be privy to the board’s most sensitive discussions.

You may have a role to play in maintaining a dialogue between the board and your firm’s key stakeholders, conveying important messages on issues like corporate social responsibility, financial results and compliance. Strong communication skills are therefore also a pre-requisite.

What skills does a Company Secretary need?

All of this means that the role requires a pretty exceptional combination of skills and characteristics, including:

  • Discretion
  • Diplomacy
  • Integrity
  • Attention to detail
  • Ability to exert influence at senior levels
  • Business acumen
  • Understanding of the regulatory environment and its implications

This combination of both ‘big picture’ and ‘detail-oriented’ thinking can be hard to come by. And the need to embrace such a range of abilities means that, not surprisingly, the CoSec often has to call on external support to enable them to fulfil their remit. We explored this in a previous blog examining the support Company Secretaries need.

Rise to the challenges you face

Having more accountability for governance and strategic matters and greater exposure to the board on important issues is to be welcomed, not feared – but it can be a challenge. How can you rise to it?

  • Prioritisation is key. You only have so much capacity to take on new work – so prioritise the areas where you really add value and deliver for the business.
  • See who can help you. This blog looks at some of the support – internal and external – you can enlist.
  • Explore the potential of automated tools that reduce your time spent on administration. Online board portals, for instance, can remove the legwork from board pack collation. Taking a portal-based approach can save you time and money– and enable you to focus your skills where they are most valuable.

Embrace a growing role

The Company Secretary role is evolving, and offers interesting challenges and opportunities to those who embrace their changing responsibilities.

If you want to maximise the opportunities these changes present, embrace the challenges that come your way and capitalise on your rare skill-set. By doing so, you’ll enhance the performance of your board and your business.

To read in more detail about the changes you face, and the ways they are changing, you can download this free whitepaper, The changing role of the Company Secretary.

Nothing in this document should be treated as an authoritative statement of the law. Action should not be taken as a result of this document alone. We make no warranty and accept no responsibility for consequences arising from relying on this document.

Source: Simplifie

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