At one of our recent webinars on the Role of the Company Secretary, Kristy Huxtable, Head of Company Secretariat at Australian Retirement Trust, shared insights from her experiences in the role. We’ve gathered together some key points from the webinar into a brief article to assist those donning the Company Secretary hat.
A boardroom can be an intimidating setting. For it to be less so, each person involved in an NFP’s management and its board should understand the intricacies of their given role. In this article we’ll explore one important, but often misunderstood, position: that of the Company Secretary (CoSec) — AKA, the Chief Governance Officer.
Because they’re privy to confidential information and have access to its most senior executives, a CoSec has a bird’s eye view of an organisation. They’re the sole liaison between management and board members. Yet, their significance can be underestimated.
Characteristics of an effective company secretary
It’s critical for the CoSec role to be a good fit for whomever takes it on, given the potentially high stakes and lofty responsibilities. Kristy outlined a wide range of personal attributes that are helpful for CoSecs to possess, including many soft skills.
The following are her top three ’non-negotiables':
Confidence: Anyone who’s called upon to speak in front of decision-makers will ideally possess eloquence and poise. The same should be true of the person in a secretarial role at an NFP because they often need to provide conclusions and opinions, in addition to relaying minutes and reports. “When you’re only dealing with executives, you might be quite familiar [with how to speak to them], but when you deal with a board, there’s often quite a different way to present.” Kristy explains. Communicating confidently — and respectfully — is a must for CoSecs who want to make an impact.
Sound judgement: Maintaining an air of confidence requires objectivity, which can be tough to achieve when there are a lot of hands in the pot. As the “gatekeeper” of knowledge, you should be ready to dig into your archives, interpret data and reports, and advise your peers based on the organisation’s goals, rather than your own curiosities or frustrations. “An executive or a member of management might use you as their counsel,” says Kristy. “And it might be a decision where you need to think about whether it’s the devil or the angel on your shoulder.”
Tenacity: When you’re responsible for documenting every bit of information about an organisation and its people, you’re the first to notice when issues arise. Being brave enough to bring them to the forefront can save the organisation’s money, time, and reputation — facets that are even more precious for NFPs than for traditional for-profit businesses. This goes hand-in-hand with resilience, which generally only develops with time and through hardship. Kristy remembers becoming a bulletproof CoSec when she had to run the Commonwealth Bank’s annual general meeting of about 1,000 shareholders from her lounge room when restrictions were enforced during the recent pandemic. Whether you’re intentionally tenacious or build your capacity for courage over the years, it will serve you in becoming the type of recordkeeper any organisation would want.
The nitty-gritty of wearing the liaison hat
Possessing traits that are compatible with the role is one thing; applying them strategically is another. The CoSec’s job revolves around liability and compliance. Performing due diligence regarding the legalities and public nature of NFP operations is vital.
Kristy works in finance, an industry with specific and ample regulations. Staying briefed on directors’ requirements helps a CoSec to offer accurate advice. “If you don’t fully understand the obligations — and compliance obligations — to a particular director, then you’re not operating in that trusted advisor capacity that a board looks to you to be.”
Keeping an eye on cultural trends and each department of the business is also key.
A board may not understand why management chose to pivot on a particular initiative, for example. They’ll look to the CoSec to deliver a full picture of what impacted that decision, both internally and externally. Or, there might be some personal challenges impacting certain leaders, and it’s the secretary’s job to discreetly and professionally communicate about what’s holding things up. As Kristy points out, a CoSec gets an “umbrella view.”
“We have access to some of the most senior people, but we also need to have that situational awareness — that peripheral vision — of being able to review and consider where challenges might be across different parts of the business,” she says.
How to add value in the boardroom
As a CoSec gets more comfortable, the role becomes less about compliance and more about bringing value to every meeting. Here are Kristy’s top tips for showing up with purpose:
Know stakeholders and their needs. Understanding what people are after facilitates better and more thorough support. An NFP’s mission is greater than the needs of any individual, but it is beneficial to think about each category of stakeholders as an avatar with a unique aim.
Be solutions-focused. As an officer, the secretary should look for opportunities to lead. Kristy suggests anticipating the issues that may be discussed and coming prepared with potential solutions. This readiness demonstrates your value to the entire team.
Use consistent processes. Whether writing a board paper or following protocol for document security, always executing on duties the same way will make a CoSec a reliable member of the team.
Maintain transparency. People appreciate radical truthfulness. However, it’s imperative to avoid giving too much away when you’re acting as the “conscience” of the organisation. A great CoSec balances honesty with confidentiality by asking if the information they’re about to share is supportive of their job and helpful to stakeholders.
A three-pronged input model
To hone in on her contributions to a board meeting, Kristy evaluates the same three questions she uses to guide her board papers: ‘What,’ ‘So what,’ and ‘What now?’
What? This is the data stage. Having the figures on hand can initially help your audience understand why they should care about a business trend, revenue pattern, or proposal.
So what? Next, a board will expect to dive into forecasts and acknowledge the organisation’s risk appetite. This phase is about relevant interpretation.
What now? Here’s the most important part. Share opportunities for moving forward, in reference to the specs you’ve already mentioned.
What if you don’t have an answer for one or more of the above? Call it out, Kristy says, and put forth a timeline for when you expect to know more.
Taking pride in being a CoSec
Twenty-two years of working in a secretarial capacity has given Kristy a unique perspective on the role, and she acknowledges that not every organisation will welcome a CoSec’s heavy involvement in advisory processes. “I do know that not every CoSec role is in a position where it’s elevated, it’s got the importance or the significance that we feel the role needs and I strongly feel it needs,” she says. “But it does take bravery to make sure that those issues are on the table.”
If you’re currently a CoSec or looking to become one, it’s essential to find an NFP whose values align with yours and stay open to feedback. Growth is not linear — especially in the oft-misunderstood board environment.
Company Secretary: Frequently Asked Questions
The Company Secretary is an advisor or consigliere to an organisation's board of directors. A Company Secretary has an extensive compliance role, acting as the authority or source of truth for the organisation on relevant regulatory requirements and legislation relevant to the organisations governance. The full scope of a Company Secretaries role is dependant on the type, size and complexity of the organisation they work for.
A great Company Secretary is confident, demonstrates sound judgement and has tenacity to get the job done right.
To add value in any boardroom you will need to know your stakeholders and their needs, be solutions-focused, use consistent processes and also maintain transparency in all your work with your stakeholders.
Strictly speaking the roles that the chief executive officer and the company secretary fulfilled different functions inside an organisation. The chief executive officer if focused on managing the business while the company secretary is focused on ensuring that an organisation's governance is effective. It is possible for the chief executive officer to also fulfil the company secretary role (this often happens in smaller organisations).
A countries legal requirements on who can hold the company secretary position and an organisation's hiring requirements will determine whether a specific qualification is needed to hold the company secretary position. If you read company secretary job advertisements online most organisations do require a minimum of a bachelor's degree and/or extensive company secretarial experience. Some countries (such as India) require membership to the national company secretary body and/or relevant training. Im Australia many organisations look for training from and membership to the Governance Institute of Australia, formerly Chartered Secretaries Australia.
This article was based on a webinar featuring Kristy Huxtable, Head of Company Secretariat at Australian Retirement Trust.
Better Boards connects the leaders of Australasian non-profit organisations to the knowledge and networks necessary to grow and develop their leadership skills and build a strong governance framework for their organisation.