An Independent Company Secretary

Did you know that the independence of the company secretary can make a real difference to board effectiveness and governance quality?

The company secretary supports the board, not just management. While management is responsible for running the organisation day to day, the board is responsible for oversight, decision-making and accountability. A company secretary who is sufficiently independent from management can help ensure that the board receives the information it needs, that meeting agendas reflect the board’s priorities, and that minutes accurately record the board’s decisions and the key reasons for them.

This is different from asking a member of the management team, or an executive assistant, to perform the role in addition to their ordinary duties. Those people may be highly capable, but they are usually part of the management structure that reports to the board. This can make it harder to provide independent governance support, challenge incomplete board papers, identify conflicts, advise on meeting procedure, or ensure that sensitive matters are recorded appropriately.

For registered charities and not-for-profit companies, this distinction is particularly important. Directors and Responsible People need to be able to demonstrate that they have acted with care and diligence, managed conflicts of interest, acted in the best interests of the charity and ensured that the charity’s financial affairs are managed responsibly. An independent company secretary can help support that process by maintaining clear governance records and ensuring that the board’s decision-making process is properly documented.

Independence does not mean that the company secretary is disconnected from management. Good governance requires the company secretary to work closely with the chair, chief executive, senior management and board committee chairs. However, the role should have a clear line of accountability to the board and chair, and enough authority to raise governance issues even where they may be inconvenient or require further work before a matter is ready for board consideration.

The practical point is that the company secretary should not be treated as an administrative add-on to an executive role. A skilled and independent company secretary provides the board with confidence that agendas, papers, minutes, registers, conflicts, delegations and compliance obligations are being managed through a governance lens, not simply an operational one.

For many organisations, the best model is a company secretary who can work constructively with management while remaining clearly accountable to the board. This helps preserve the independence of the governance function, strengthens board oversight and reduces the risk that important issues are filtered, delayed or recorded in a way that does not fully support the board’s responsibilities.