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RESPONSIBILITIES WITHIN THE GOVERNANCE SPACE: A STUDY OF THE ROLE OF THE COMPANY SECRETARY ON CONTEMPORARY BOARDS
Abstract
This dissertation investigates the role and challenges of company secretaries on contemporary Australian boards, with an emphasis on behavioural dynamics and formal/informal activities. Increased regulation of board transparency has expanded this board support role. The importance of organizational dynamics and the interplay of the company secretary as a main officer are investigated by way of semi-structured interviews of company secretaries to identify what factors and skills are necessary in role construction. The theoretical framework of this study is based on a synthesis of prior research on company secretaries and defines three key aspects of the role: i) skills required for role development; ii) role activities; and iii) role duality. The role is not a static concept, continuously evolving by a changing regulatory environment and internal board dynamics.
The exploratory evidence shows company secretaries accommodate the expansion of responsibilities and transformation of the role from administrator to strategic advisor by using informal activities and developed social skills. The role requires technical competencies and skills of emotional intelligence, diplomacy, and trust which are central to maintaining the governance gate keeper role and independence. Emotional intelligence is required to manage multiple relationships and the working ‘space’ with the chair and other executives. Dual-role company secretaries (i.e. those combining the legal counsel or chief finance officer function) in non-profit and government owned organizations are acutely aware of setting the boundaries of responsibilities. These dual-role officers were often accommodating the preferences of both the chair and the chief executive officer. The hygiene role of disclosure reporting and general administration is still critical; however, the administration function together with the use of informal working spaces opens up the possibility for further influence as the organization’s gatekeeper. Regarding the ‘collective conscience of the company,’ this study demonstrates that company secretaries’ function as a component of this conscience and hold a ‘collective knowledge’ position.
Keywords
board of directors, boundary spanning, company secretary, corporate governance, governance space