When corporate governance is discussed, attention is often placed on the board of directors, management, and shareholders. While these are central components of a company’s governance framework, the role of the company secretary should not be overlooked.
In practice, the company secretary is often closely involved in the governance processes that support how a company operates, makes decisions, and maintains compliance with its legal and regulatory obligations. Although the role is sometimes misunderstood as being purely administrative, its importance in corporate governance is much wider than that.
At its core, the company secretary helps support the proper functioning of governance within the company.
Corporate governance requires more than decision-makers
Good corporate governance is not only about who has authority to make decisions. It is also about whether decisions are made properly, whether the correct process is followed, whether the relevant approvals are obtained, and whether the company’s records accurately reflect what has been done.
This is where the company secretary plays an important role.
A company may have directors and management with the authority to act, but without proper governance support, there is a risk that decisions may be made informally, records may be incomplete, statutory requirements may be overlooked, or corporate actions may not be properly documented.
The company secretary therefore contributes to governance by helping to ensure that process, documentation, and compliance are not treated as afterthoughts.
Supporting the governance framework in practice
The company secretary’s role in corporate governance is often most visible in practice rather than in theory.
This includes, among other things, supporting the proper organisation of board and shareholder meetings, preparing or coordinating resolutions and minutes, maintaining statutory registers and records, attending to statutory filings, and helping to ensure that corporate actions are carried out in accordance with applicable law and the company’s constitutional documents.
These functions may appear procedural, but they are closely linked to governance. Good governance depends not only on sound decisions, but also on the discipline of proper process.
For example, where a matter requires board approval, it is important to ensure that the board’s decision is properly documented and that any related filings, registers, or internal records are attended to. Similarly, where shareholder approval is required, the relevant process must be followed carefully. In both cases, the company secretary often plays a key role in supporting that process.
A point of coordination between different stakeholders
In many organisations, the company secretary also operates at an important point of coordination between the board, management, shareholders, internal teams, and external advisers.
Corporate actions and governance matters rarely sit in isolation. They often involve legal, operational, regulatory, and practical considerations that need to be addressed together. In this context, the company secretary is often involved in helping to coordinate information, align process requirements, and ensure that matters move forward in an orderly and compliant manner.
This coordination role is particularly relevant where companies operate across multiple jurisdictions or where governance requirements must be considered alongside commercial timelines and business objectives.
As such, the company secretary is not simply recording decisions after they are made. In many cases, the role also involves helping to support the process by which those decisions are properly brought forward, considered, approved, and implemented.
Helping the board and management stay anchored to proper process
One of the practical values of the company secretary is that the role helps keep governance matters anchored to proper process.
In the course of business, commercial urgency may sometimes lead teams to focus primarily on outcomes. However, in governance, process continues to matter. Questions such as whether the right approving body has been identified, whether notice requirements have been met, whether constitutional provisions have been considered, and whether the necessary records and filings have been attended to are all important.
The company secretary helps bring discipline to these matters.
This support is not intended to slow the business down unnecessarily, but rather to ensure that decisions and corporate actions are carried out on a proper basis. In this way, the company secretary contributes to the integrity and reliability of the company’s governance framework.
More than compliance and administration
It is true that the company secretary has an important compliance function. However, reducing the role to compliance and administration alone does not fully reflect its value.
In a well-governed company, the company secretary supports the board and the organisation more broadly by helping to maintain structure, procedural clarity, and continuity in governance matters. This includes ensuring that decisions are documented properly, corporate records are maintained, governance processes are followed, and legal or procedural requirements are not overlooked.
These matters may not always be visible from the outside, but they are often essential to ensuring that the company operates responsibly and that its governance framework functions as intended.
The importance of quality and reliability in practice
The importance of the company secretary’s role also brings into focus an issue that is not always discussed openly: the quality and reliability of company secretarial advice in practice.
Professional qualification is important, but qualification alone does not always guarantee that the advice given is accurate, up to date, or properly grounded in the applicable legal and regulatory framework. In practice, much depends on the individual practitioner’s judgment, discipline, and understanding of the relevant laws, regulatory requirements, and guidance issued by the relevant authorities in each jurisdiction.
This may be particularly relevant in the case of external service providers or commercial secretarial firms, especially where companies rely heavily on the advice given without independently verifying the position. Where incorrect, incomplete, or outdated advice is provided, the company may unknowingly proceed on the wrong basis and adopt processes or actions that are not fully compliant.
This presents a real governance concern. In many cases, management or stakeholders may not be in a position to assess whether the advice received is legally or procedurally sound, and may simply proceed on the assumption that it is correct. Where that assumption proves to be wrong, the consequences may extend beyond administrative inconvenience and result in non-compliance, procedural defects, or broader governance weaknesses.
For this reason, continuing professional development remains important, but it may also be timely for the profession and relevant professional bodies to reflect further on how quality, accountability, and consistency of practice can be better supported beyond qualification requirements and mandatory training alone.
Why the role continues to matter
As governance expectations continue to evolve, the company secretary’s role remains relevant because companies continue to require structure, accountability, and procedural discipline.
Regardless of whether a company is large or small, listed or private, governance does not operate on principle alone. It must also be supported in practice. This requires attention to process, records, approvals, filings, and the practical steps needed to ensure that corporate actions are properly carried out.
The company secretary remains important because the role helps bridge governance in principle with governance in practice.
Final thoughts
Corporate governance is not only about leadership, authority, or strategy. It is also about process, accountability, and the discipline of doing things properly.
Within that broader framework, the company secretary plays an important role. While the position may sometimes be viewed as administrative in nature, its contribution to governance is much more significant. By supporting proper process, maintaining corporate records, coordinating governance actions, and helping to ensure compliance with legal and procedural requirements, the company secretary contributes meaningfully to the sound operation of the company.
At the same time, the value of the role depends not only on its formal existence, but also on the quality, reliability, and professional standards with which it is carried out in practice. That is why the company secretary should not be seen merely as a support function, but as an important part of the company’s governance framework.
For companies seeking to operate responsibly and with proper accountability, the company secretary continues to matter — not only as a matter of compliance, but as part of good governance itself.
Civernyx 
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