Company secretaries are often the most experienced boardroom participants. However, they seldom become board directors in their own capacity
There is a vast untapped source of boardroom talent and for most public sector and private sector company boards it's literally sitting amongst them: company secretaries are often the most experienced boardroom participants and yet rarely do they become board directors in their own right.
This insight struck me whilst attending a roundtable discussion hosted by The Chartered Governance Institute with company secretaries from a host of leading FTSE 100 and FTSE 250 organisations. The quality of the people and clarity of the thinking around the table was extraordinary. They simply oozed the experience and scars that only those who have sat in boardrooms navigating a kaleidoscopic range of scenarios over decades have. Each had served as apprentices and the right arms to both great chairs and terrible ones, learning from them all: their understanding of the dynamics in the boardroom, what a good board looks like, how to get the board performing at a high level, how to best navigate a range of situations and the most common mistakes boards make was remarkable.
The Job Role
The company secretary job description says it all, with responsibilities including advising the board on all governance matters, minuting meetings, setting the agenda for director and shareholder meetings, advising directors on their obligations and ensuring their company's board is effective.
And that's just for starters. I do not need to list all the additional duties that company secretaries routinely take on as part of their job, such as company pensions and share schemes which make them well positioned to add value to a remuneration committee.
Then there is the informal role that company secretaries play on the board, routinely acting as confidant and sounding board. Often the longest-serving member around the board table possessing the most company knowledge, board members invariably seek out a good company secretary first when they have a difference of opinion regarding board matters or a personal problem. Company secretaries are the ones who manage and juggle the often differing views of the CEO, chair, board members and shareholders.
Besides the experience company secretaries undoubtedly offer, the academic training involved to become a secretary is a broad, business-based curriculum, not just the details of compliance. As one leading company secretary pointed out to me recently, the...