Board Composition

From note-taker to decision-maker: The evolution of the company secretary

The days of the company secretary being a high-level note-taker and administrative assistant are long gone. Thanks to increased scrutiny on listed organisations and increased regulation generally, the role has expanded.

Recent high-profile governance failures, such as those exposed by Australia’s Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry, have made government, regulators, shareholders and the general public much more aware – and much more demanding – of board behaviour.

In tandem, increased regulation and requirements for transparency around safety, compliance, privacy, environmental credentials and data security have placed pressure on boards to ensure their organisations have the right values, culture, processes and business practices in place.

The Mahlab Report 2019 noted the company secretary role “has expanded to add value and, among other things, includes taking a more proactive role in delivering information to the board and initiating relevant topics for discussion”.

Governance to the fore

A renewed focus on governance means the company secretary now plays a key role in promoting and sustaining the organisation’s efforts. Specialist skills and technical knowledge are highly desirable.

Legal qualifications and experience are especially valued, as are business and ‘people’ skills. The Mahlab Report notes that company secretaries require “a strong understanding of the business and its strategic direction and a healthy appreciation of risk and learning agility. Soft skills, the ability to collaborate and work with stakeholders including synergistically with the legal team are important”.

Of course, company secretaries still need ‘traditional’ skills. The role is, essentially, to support the board and the chair, to help committees function effectively and to provide up-to-date information.

But there is now a more modern view on how to fulfil these functions; proactivity, efficiency and independent decision-making have come to the fore. Some organisations have split the role, typically by assigning responsibility for compliance and risk to a separate position.

Care must be taken with such arrangements to ensure responsibilities are delineated and overlaps avoided; in all cases, however, having access to good governance processes and tools is a key requirement.

Modern Governance for modern organisations

Modern Governance entails using a single, unified software platform to securely manage board and business processes. When information-gathering and dissemination, voting, board paper management, messaging, collaboration, document sharing and other functions are all managed from a single platform – accessible from desktop and mobile devices alike – company secretaries are better able to discharge their duties.

In fact, a company’s board management software package is one of its most important tools. By unifying processes, document stores and interfaces, it becomes easier for board members to access and digest the information they need to make sound strategic decisions.

As noted by Deloitte, “The position of the company secretary enables them to have a holistic view of the governance framework and as a result they are generally tasked with the responsibility of ensuring that this framework and any supporting policies and procedures are clearly documented”.

A Modern Governance approach makes it easy for company secretaries to access such a view, which means they can spend less time grappling with software, transferring data from one system to another and worrying about security, and more time using their professional skills and judgment to advance their organisation.

Best of all, Modern Governance platforms include data analytics capabilities, meaning they can see hidden patterns and produce insights that might otherwise have escaped notice. These could lead to the detection of previously unknown risks, business process optimisations and new business opportunities.

Do you have what it takes?

As company secretaries continue to evolve their responsibilities, they will find themselves playing an expanded role in their organisations. As noted, legal skills and experience are valued, as are business and ‘soft’ skills.

Technical skills are also coming to the fore. That’s why, as the Mahlab Report notes, “There is now an overwhelming portion of company secretaries working with software programmes to ensure efficiencies in company secretarial processes and increasingly more company secretaries are producing notices for the CEO and the board rather than a hard copy”.

This is not to say that company secretaries must learn how to code software; rather, that it pays to have enough technical savvy that you can speak knowledgeably with a software provider to make sure your board package will deliver the tools and capabilities you need.

Nobody wants to be the plumber with bad pipes or the dentist with bad teeth – and nobody wants to be the company secretary with out-of-date board software. Make sure your technology is as sophisticated as your skills so you can stop worrying about software and start concentrating on insights, strategy and building a better business.

Board Portal Buyer’s Guide

With the right Board Portal software, a board can improve corporate governance and efficiency while collaborating in a secure environment. With lots of board portal vendors to choose from, the whitepaper contains the most important questions to ask during your search, divided into five essential categories.

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