The Role of a Company Secretary
What comes to mind when you hear the title of secretary? Do your initial assumptions change depending on its modifiers, such as company – as in Company Secretary, or state – as in Secretary of State? If you think that secretary is a slightly demeaning or misleading title for someone with highly influential power, you are not alone. This continues to be a hotly debated topic among Company Secretaries globally. In what follows, I will sketch (and clarify) some common myths and misconceptions about the role.
It’s just a ‘glorified administration assistant’
Most Company Secretaries who have another qualification will tend to refer to the other qualification first, for example, “Chartered Accountant” or “Attorney at law”, or simply refer to it as “Corporate Legal Professional” to escape the stigma that is associated with the title as is. My recent forage into this area revealed that the role is poorly understood and there is some expectation that it carries little weight and is mainly administrative, when, in fact, the opposite is true. The role of a Company Secretary, especially since the recent financial crises, forms a principal part of any company’s governance structure and becomes, in many respects, a
key component of the company’s conscience and strategic growth model. Yes, the Company
Secretarial team prepares the board papers, but more importantly, the Company Secretary is an officer of the company and as such, has certain fiduciary responsibilities that obligate him/her to take a more examined look at what is happening throughout all aspects of the company’s operations.
It’s a role that mainly women occupy
Based on UK National Career Services statistics, the ratio of men to women working in this sector is 70:30. This may vary in the Caribbean, and in Jamaica, where women are represented in higher numbers in upper management roles. Certainly, within the LLM programme I am pursuing, specific to attaining the professional qualification GradISCA, the numbers are quite balanced.
The roles of General Counsel and Company Secretary go hand-in-hand
Increasingly, it seems that the role of Company Secretaries is being merged with General Counsel of the company, as seen in the statistics for the FTSE 100 companies (London Index of the largest 100 publicly traded companies). In many advertisements for Company Secretarial positions in The Gleaner or Jamaica Observer, I have seen the two merged in a job descriptor. However, the Director of Policy at the Institute of Chartered Secretaries, Peter Swabey, voiced the implicit conflicts present, saying that “there is a different focus for the two roles”. Essentially, the General Counsel should work closely with the CEO, advocating the company’s interest, and the Company Secretary should work closely with the Chairman, moulding relationships to ensure that governance structures are strong. Perhaps, attorneys are desirous of more control.
The position as Company Secretary should be the training ground for women
Many say it’s the perfect way for women to have a soft entry into the boardroom. However, this is a questionable motive, at best. Firstly, the role is very specific and independent of a person’s capacity to be a Board member. Secondly, as Peter Swabey maintains, based on discussions of industry professionals, the career progression is most in line with the role of Chairman of the Board.
The role is a “Dumping Ground” for all the tasks no one else wants to do or understands
With a platform that is often referred to as the ”dumping ground” for everything the Board doesn’t want to deal with, it’s hard to specify what the terms of reference of this position should be. In many instances, it tends to depend on the relationship which has been established by the Chairman and the other Board members. The “dumping ground” perception might have its advantages, as some professionals cite the variability in their portfolios as what attracts them to the job in the first place. However, for others variability tends to be a point of anxiety.
The name should be changed
In the time of Pharaohs, based on hieroglyphics on the caves, carvings of persons who were considered secretaries of the Pharaoh held the position of what we would now term the Prime Ministers who attended to the general governance of the society. The name has great history and context, and although modern interpretations conjure thoughts of tight skirts and coffee clean-ups, the significance of administration and governance has taken centre stage with the collapse of the financial sector. If we decide to change the name, my vote would be for including the word Priestess. But, luckily, I’m not the one with the casting vote.
By: Stefanie Thomas