Unsung power: the strategic role of the Company Secretary

A BOARD'S effectiveness is often judged by the calibre of its directors, the quality of their decisions and the outcomes they deliver. Yet behind every well-functioning board is an unsung enabler: the Company Secretary (CoSec).

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Far from being a mere administrator, the CoSec is the custodian of governance, the interpreter of legislation, and the quiet force that holds the board together. Their influence shapes not only how the board operates but also how it aligns with its regulatory and ethical obligations.

While the statutory duties of the CoSec may include minute-taking, maintaining records, and certifying compliance with rules and legislation, the role goes far beyond these functions. A proficient CoSec provides ongoing governance advisory to the board and its committees, facilitates director induction and training, and ensures that board performance evaluations are both credible and constructive.

In South Africa, the Company Secretary's role is well entrenched in the Companies Act (No.71 of 2008), which provides a statutory foundation for their appointment, duties and liabilities. The Act mandates that every public company must appoint a Company Secretary who is suitably qualified and experienced, and who must remain accountable to the board as a whole.

CORPORATE GOVERNANCE

Further reinforcement comes from King IV, which elevates the CoSec's responsibilities beyond compliance, positioning them as an architect of ethical and effective governance practices. Principle 10 underscores their critical role in ensuring board efficiency, mandating that they serve as a central source of guidance on governance, legislation, and ethics. It also emphasises the importance of independence, calling for a direct reporting line to the Chairperson and the Board, affirming their role as an officer of governance rather than a tool of management.