Improving board outcomes by enhancing the strategic capability of the company secretary

The role of the Company Secretary has often inappropriately been perceived as merely administrative. Yet, research by Professors Andrew and Nada Kakabadse and Dr Nadeem Khan identifies this as an important strategic leadership role, part of the triumvirate at the top (Chair, CEO, Company Secretary). The studies outline that the strategic capability of the Company Secretary is critical to improving board outcomes by positively shaping board dynamics, enhancing alignment between the board and the executive, and enabling engagement with different stakeholders.

The Company Secretary is often the first to receive the latest, critical information and through so doing is the key point of contact for board members. As a result, the Company Secretary anticipates board member reactions and understands the historical context of issues, and all this together improves the quality of board judgments and strategic outcomes.

The combined partnership and networks of the Henley Directors’ Forum (19,000 boards and top teams researched over 10 years by Professors Andrew and Nada Kakabadse) and the Institute of Company Secretaries and Administrators (ICSA) facilitated access to the boards (Chairs, CEOs, non-executive directors, company secretaries) of the largest FTSE organisations as well as those of SMEs.

Since 2014 there have been two funded research projects that examined the role and attributes of highly effective Company Secretaries from different perspectives – the incumbents, board members and senior managers. The samples comprised of more than 300 private, public and third sector organisations. As a result, the ICSA in 2018 developed and launched a new core competency framework that has underpinned new, improved professional training which is being offered to its 36,000 members across 70 countries.

The research has demonstrated that the Company Secretary is a key component of the strategic leadership of the organisation and adds significant value when it comes to delivering strategic and operational outcomes. The studies highlight the Company Secretary as displaying key strategic influencing and behavioural attributes, skills and capabilities, e.g., sensitively handling discretion, and handling dilemmas – all of which make an important contribution to board functioning, including building trust, having open relationships, enabling positive interactions, providing timely and good quality information and communications, positively shaping board dynamics, and being diplomatic. These attributes represent “statesperson-like” qualities, which are critical for better board decision-making by having highly engaged board members.

The impact of these investigations has contributed to the ICSA repositioning itself as the Chartered Governance Institute, and the role of Company Secretary as the ‘governance professional’. As a result, the higher-order skills and attributes of the Company Secretary are now more widely disseminated. Company secretaries are increasingly recognised as making a critical contribution to both the governance and strategy process, supporting the Chair and CEO. The Company Secretary is seen as holding a strategic leadership role, quietly shaping the nature of highly effective boards and positively impacting on decisions made and implemented.