Company secretary: a role of breadth and majesty

This paper aims to present the outcomes from 40 one-to-one semi-structured interviews and 12 focus group sessions with company secretaries, chairmen, CEOs, chief financial officer (CFOs), senior independent director (SIDs) and NEDs, about the role of the company secretary.

Lukes’ (1974, 2005) third dimension of power is engaged in thematic analysis of this strategic leadership role and its contribution to Board effectiveness.

The findings identify “discretionary capacity” as being critical to effective role contribution.

Whilst the inquiry included international participants, e.g. multi-national Board members and company secretaries, it was conducted within the UK.

Having a range of discretion is particularly necessary at this time, when the new governance regime is broadening its demands on the role of the company secretary to interact with wider stakeholders.

Better Board effectiveness is critical to broader sustainability of business in society.

An emergent model of the company secretary role is offered as a tool for building discretionary capacity, based on key technical, commercial and social characteristics, in their contexts – understood together as “Breadth” and “Majesty”. Breadth establishes a competency, whereas majesty, the refined high-level social qualities. This study concludes that the company secretary role is highly dependent on the preferences of the chairman, in enabling them to make an effective contribution to the Board.