Custodian of governance: The role of the Company Secretary

Webinar key takeaways: Custodian of governance: The role of the Company Secretary

• Company secretaries are pivotal to governance and administration. 
• Experts (and regulators) often refer to the company secretary as the “custodian of corporate governance”
• The role was once very administrative in nature, but it has evolved into a more active and influential position.
• Their main purpose is to be a trusted advisor to the board, especially the chair and NEDs
• Beyond that, their functions can vary widely across different companies, but their importance rarely diminishes, if ever. 
• In the UK, legally, the Company Secretary has no mandated duties, but the legislation implies a great deal of responsibilities, including being a key advisor on:
  • Procedures
  • Governance
  • Strategy
  • Decision-making
• UK legislation does, however, require the company secretary to comply with certain statutory requirements. 
• Typical responsibilities of a company secretary include:
  • Maintaining statutory registers and minute books
  • Ensuring compliance with regulatory requirements
  • Supporting directors with governance and compliance
  • Preparing for meetings, including providing information, documentation etc.
  • Assisting with corporate transactions
• The company secretary’s key relationships are with:
  • The chair – who they report to and give guidance on governance processes
  • The board as a whole – who they advise on key governance matters
  • The company and stakeholders – where they act as a link between the board and management
• Over time, experts have identified the ideal roles, behaviours and recommendations for company secretaries. A good source is the 2014 study by Henley Business School. 
• Here’s what will shape the future role of a company secretary
  • AI
  • Increased regulations
  • Shifting stakeholder requirements

Join us for this webinar where we’ll discuss the role of a Company Secretary and learn about this important role, as the custodian of governance and how the Company Secretary can support your Board strategically by providing counsel that shapes the strategic decisions pivotal to the company’s course.

The key takeaways from this webinar will be:

• Governance and Compliance Oversight: Company secretaries ensure organisations follow legal and regulatory requirements. They maintain corporate records, prepare necessary filings, and ensure compliance with governance best practices. As custodians of the corporate governance framework, they help maintain the organisation’s integrity and accountability.
• Strategic Advisory and Support: Beyond administrative duties, company secretaries advise the board of directors and senior management on corporate structure, assist with mergers and acquisitions, and support strategic planning. Their expertise helps guide the organisation through complex transactions and governance challenges, making them vital to the company’s long-term success.
• Communication and Board Administration: Company secretaries facilitate communication between the board, management, and stakeholders. They organise and manage board meetings, take accurate minutes, and follow up on board decisions. By ensuring clear and transparent communication, they help make decision-making processes smooth and keep all stakeholders informed and engaged.

Join us for this webinar to learn what the role of a Company Secretary looks like in 2024 and what’s been influencing these changes and why.

Ruth Odih is a key member of the Secretariat Team at Centrica plc. Her experience is in UK and International corporate governance practices. Her experiences range from large multinationals to large UK-based organisations in catering, energy, oil and gas, private equity and financial services, with some of the organisations being constituents in the FTSE 100 and AIM index. She is a trustee of a local charity.