Company secretary: a role of breadth and majesty

Abstract

Purpose 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. Design/methodology/approach Lukes’ (1974, 2005) third dimension of power is engaged in thematic analysis of this strategic leadership role and its contribution to Board effectiveness. Findings The findings identify “discretionary capacity” as being critical to effective role contribution. Research limitations/implications Whilst the inquiry included international participants, e.g. multi-national Board members and company secretaries, it was conducted within the UK. Practical implications 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. Social implications Better Board effectiveness is critical to broader sustainability of business in society. Originality/value 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.

The role of the company secretary in facilitating board effectiveness: reporting and compliance

“…Hocken and Latimer (2006) point out that company secretaries are the second most significant individual in the corporate world for making contracts, surpassed only by the managing director. Kakabadse et al (2016) propose that the effectiveness of company secretaries in performing their duties is dependent on both the skills of the company secretary and the preferences of the board chairman. McNulty and Stewart (2015) study and promote the potential for company secretaries to engage and fill the space between executive and non-executive members of the board to enable board effectiveness.…”

“…While the literature on role of corporate governance is voluminous, the literature on the role of company secretaries is relatively descriptive or qualitative, given that we know that company secretaries perform an important role (Hocken and Latimer, 2006;Robertson, 2018). Studies find evidence on the various roles of company secretaries (Peij et al, 2015;Kakabadse et al, 2016;Xing et al, 2019;Wang et al, 2019); however, there is little empirical evidence on how the various roles are related to board and firm outcomes. Xing et al (2019) examine firms in China and note that company secretaries' expertise is related to the quality of management forecasts made by the firm, whereas Wang et al (2019) examine the effect of Chinese company secretaries' tenure on firm outcomes.…”

“…Studies find evidence on the various roles of company secretaries (Peij et al . , 2015; Kakabadse et al , 2016; Xing et al . , 2019; Wang et al .…”

Exploring the key challenges facing company secretaries in a two-tier board context

“…Whereas previous research has extensively examined the role, power and influence of key organizational actors in the boardroom, such as the chief executive officer (CEO), chief financial officer (CFO), board chair and directors (Bezemer et al, 2018;Kakabadse et al, 2006;Kanadlı et al, 2020;Krause et al, 2016;Uhde et al, 2017;Withers and Fitza, 2017), another actor with a potentially significant impact on board decision-making has received scant attention to date: the company secretary (Kakabadse et al, 2016(Kakabadse et al, , 2017McNulty and Stewart, 2015;Peij et al, 2015;Trubshaw, 2018). This oversight is somewhat surprising, as qualitative research suggests that the company secretary can be an "invisible leader" (Kakabadse et al, 2017, p. 243) who has a significant organizational impact.…”

“…This oversight is somewhat surprising, as qualitative research suggests that the company secretary can be an "invisible leader" (Kakabadse et al, 2017, p. 243) who has a significant organizational impact. The company secretary connects organizational decision-makers, oversees and manages information processes in and around the boardroom and ensures company compliance with statutory and legislative demands (Erismann-Peyer et al, 2008;Fuzi et al, 2019;Kakabadse et al, 2016Kakabadse et al, , 2017. Nascent database research supports such a potential positive performance effect (Nowland et al, 2020;Wang et al, 2019;Xing et al, 2019).…”