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What is the role of the company secretary, and how is it changing?

March 2021

 

If you are a Company Secretary, you’ll know that the scope and focus of your role are changing. In fact, they’ve already changed significantly in recent years.

A growing focus on governance and corporate social responsibility; increasing shareholder activism; the need for greater diversity – all of these have an impact on the role and responsibilities of the Company Secretary.

A role that – as the ‘secretary’ part of the name suggests – might traditionally have been more administrative, is growing increasingly strategic.

Today’s CoSec occupies a unique position, needing to be simultaneously comfortable leading the board on governance issues and challenging current practice; but also with an eye for detail and an ability to keep control of the myriad smaller aspects of the Company Secretary role.

If you’re a CoSec, or an aspiring one, what skills and attributes do you need? How is the Company Secretary role evolving, and what change can we expect in the future? How can you keep pace with these changes; do you need to upskill, or become familiar with new technologies?

 

What does the Company Secretary do?

A Company Secretary’s role is to ensure the smooth administration of the company. They tend to be responsible for:

  • The business’s compliance with corporate governance and other financial and legal regulations
  • Providing strategic advice to the company’s board of directors
  • Running board meetings and the administrative process that supports them
  • Managing administration relating to the company’s shareholders
  • Communication with shareholders and other stakeholders, including the production and dissemination of annual reports and accounts

This broad range of responsibilities spans both administrative and strategic – and includes the vitally important remit of shareholder and stakeholder communication.

UK legislation passed in 2008 means that limited companies do not legally have to have a Company Secretary, but many still choose to, evidencing the crucial role the CoSec plays in the smooth running of the business.

 

How is the Company Secretary role changing?

As the demands of business and expectations of shareholders, customers, employees and communities change, the CoSec’s role is evolving in tandem.

Corporate governance, which grew in importance in response to the financial crisis, is an increasing element of the Company Secretariat duties.

A 2018 survey by Grant Thornton asked whether the role of the Company Secretary was ‘fit for the future’. 80% of the respondents felt that the role of the company secretary had increased in responsibilities and breadth, with increased regulation and the compliance requirements associated with it seen as the main causes.

The Company Secretary therefore needs to be diligent and detail-oriented, as well as having an eye to the big picture of corporate strategy. They need to have business acumen and be able to exert influence at senior levels; the CoSec should be confident at challenging decisions and not afraid of speaking up in board meetings. They should also be discreet; the Company Secretary is likely to be privy to the board’s most sensitive discussions.

Strong communication skills are a pre-requisite; the CoSec oversees stakeholder communications that need to both fulfil regulatory obligations and convey important messages on issues like corporate social responsibility, financial results and compliance in an engaging way.

 

Rise to new challenges

As the Company Secretary remit evolves and expands, those in the role have an opportunity to step up, demonstrating their ability to tackle governance and strategic imperatives as well as the administration and management of board and regulatory requirements.

As the world changes, the evolution of the CoSec role looks set only to continue. Perhaps your business is looking to go public – the Company Secretary plays a key role in the preparation for any IPO, and in managing your new reporting and governance obligations once you’re listed.

In response to COVID-19 and a move to a more virtual way of doing business, many companies are turning to virtual investor roadshows  – moving from traditional in-person roadshows to engage potential shareholders online. The CoSec will need an understanding of how virtual investor engagement and the communications that underpin it need to differ from the ‘real world’ version, and adapt accordingly.

Shareholder communications overall are evolving; there’s an expectation that annual reports and accounts keep pace with a demand for more engaging, visual and compelling communications that make the right statement about the business. Company Secretaries should stay abreast of the latest thinking around leading-edge shareholder communication to ensure they don’t fall behind the curve.

 

Embrace a growing role

The changing Company Secretary role may at first glance present a challenge; but for those willing to embrace its evolution, it also offers exciting opportunities.

To maximise these opportunities, today’s CoSec will need to embrace the challenges that come their way and capitalise on their rare combination of skills. By doing so, they will enjoy an increasingly diverse and interesting role – as well as enhancing the performance of their board and their business.

You can find out more about the ways that Perivan supports the Company Secretary role, and our experience and expertise in shareholder communications, including annual reports and accounts, on our website.

 

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.

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Decorative pattern