For a long time, the company secretary role was simply something you tacked on to the CFO’s job description. There was common agreement among corporate Australia that companies, especially public, listed, or large private companies, need a Chief Financial Officer at the very least to be run well.
The logic then went that since you need one of those CFO folk you may as well make them company secretary as well — it’s all just paperwork, right?
This thinking has changed, however. We aren’t ready to do away with the CFOs just yet, but successful companies (the companies investors like to invest in and customers like to support) are increasingly viewing the company secretary as its own discipline. This dedicated, specialist company secretary is becoming the guardian of their company’s corporate culture.
The discipline, which increasingly suited to those with a legal and/or compliance bent rather than a finance background, is becoming more and more in vogue.
What does a Lindsay Street Company Secretary Look Like?
I once described the company secretary role for public and large private companies as a little bit like being the Board’s butler (Note 1). It’s the company secretary’s role to ensure the company’s house is in order and administered properly.
This responsibility extends much further than simply taking minutes and making sure announcements get lodged on time. The company secretary should ensure that all systems that cumulatively make up the company’s operations are functioning well, and should be at least peripherally aware of hiccups to ensure they’re reaching Board level when required.
This can mean working together with the CFO to ensure financial matters are running smoothly and are being reported on within compliance deadlines.
It might mean working together with the IT Manager to ensure information is flowing throughout the organisation, and is being properly archived and secured.
It could require regularly sitting down with the HR Team so that the company’s workplace policies aren’t just buzzwords on posters, but are sincere guidelines that set out how employees should work, live and breathe the organisation.
It definitely means working with all of these divisions (and many others) to ensure appropriate reports can be prepared and fed to the Board on time, and questions, actions and other projects that come out of Board meetings are managed effectively.
Lastly, it might require doing other things directors ask on an ad-hoc basis. Whether this be answering discrete queries regarding operational matters, managing much wider corporate transactions, or supporting either the CEO or CFO’s workload to assist them to execute the Board’s agenda.
Why Lindsay Street?
The Lindsay Street Team aspire to be the best corporate butlers going around.
We can offer skilled lawyers to serve as hybrid legal counsel / company secretaries at a price-point that represents strong value. These lawyers are experienced with emerging corporate governance issues and are supported by the tools, precedents and lawtech platforms to get the simple stuff right.
Our people can implement our systems within the organisation and bring our brand of legal compliance and governance to your organisation, which, by extension, allows your organisation to present a crisp, clearly articulated corporate culture of compliance to new and existing investors, regulators, employees and other stakeholders.
Just ask the banks how important that is in today’s climate.
1. I suspect that’s probably not how the Governance Institute would describe the role but I think the description is still on-point (except perhaps that a butler role might have gender connotations, and a good company secretary can come from either sex so long as he or she knows his or her shit).