09/02/2026
Article

“A company shall have a company secretary, who may be one of the directors.”

Section 129 (1), Companies Act 2014

From administrator to governance leader

Corporate governance has evolved far beyond the old “tick-the-box” approach. Today, it is embedded in the operations of every organisation, from family businesses to listed companies. Against this backdrop, the role of the company secretary has undergone a profound transformation.

Once seen as a purely administrative function, the company secretary is now a key governance professional. Boards operate under intense scrutiny, where transparency, accountability and strategic oversight are essential. In this environment, the company secretary ensures the board not only complies with legal and regulatory obligations but also operates effectively, ethically and in line with best practice.

Key functions of the modern company secretary

Trusted advisor

The company secretary is often the chair’s most trusted advisor. Beyond interpreting rules, regulations and the constitution, they provide guidance on governance and act as a sounding board on board dynamics. Their insight helps navigate complex governance challenges while maintaining best practice standards.

Managing relationships

Boardroom relationships can be delicate, none more so than between the chair and the chief executive officer. The company secretary plays a critical role in managing these dynamics. Their ability to mediate any tensions and foster constructive dialogue ensures decisions are made in the best interests of the company. Diplomacy, discretion and a deep understanding of board culture are essential.

Shaping a strategy-focused agenda

Meeting agendas set the tone for board effectiveness. The company secretary ensures agendas prioritise strategic issues, placing them early when focus and energy are at their peak. This approach drives meaningful discussion and informed decision-making.

Gatekeeper of quality board papers

Board papers are the foundation of good governance. The company secretary safeguards their quality and consistency, ensuring recommendations are clear, reasoning is transparent, and options considered are well-documented. This enables the board to make decisions based on robust information.

Meeting moderator

Effective meetings require structure and discipline. Acting as moderator, the company secretary ensures time is allocated appropriately, discussions remain focused, and decisions are reached efficiently.

Accurate and timely minutes

Minute-taking remains a cornerstone of governance. Accurate, timely minutes provide a clear record of decisions, their rationale and agreed actions. They serve as an essential reference for both the board and executive leadership.

Risk, crisis management and resilience

From operational disruption to reputational issues, boards expect robust preparedness. The company secretary supports risk management, contingency planning, escalation protocols and rehearsal of decision‑making under pressure.

The modern company secretary must stay ahead of evolving governance practices while embracing new technologies:

  • Digital governance tools: Secure board portals and virtual meeting platforms have revolutionised board interactions, delivering greater efficiency and security.
  • Artificial intelligence: Company secretaries will guide boards through the governance implications of AI adoption while considering its own use in minute-taking, balancing efficiency with ethical, regulatory and legal considerations.

Conclusion

The role of the company secretary is no longer confined to administration. It demands a unique blend of technical expertise and interpersonal skill. Today’s company secretary is a governance professional, strategic advisor and facilitator, with the key role of ensuring the board has the right information at the right time to make effective decisions.

As regulation intensifies and technology reshapes governance, the company secretary stands as a trusted advisor and guardian of best practice, helping boards navigate complexity with confidence.

For more information, please contact any member of our Governance and Consulting Services Group.

This is the final article in our ‘Elevating Governance’ series.