The role of the Company Secretary has evolved significantly, moving from a purely administrative function to becoming an essential element in the governance structure of organizations. Today, this professional is recognized as a guardian of corporate knowledge, a promoter of best practices, and a critical facilitator of the effectiveness of the Board of Directors.

The New Profile of the Company Secretary

Traditionally viewed as responsible for documentation and legal compliance, the Company Secretary has now assumed a broader role. Today, they are part of the governance team and accountable for multiple strategic functions, including:

• Ensuring compliance with applicable laws and regulations;
• Maintaining statutory records and preparing documentation for regulators;
• Supporting the Board in the implementation of policies and processes;
  Providing impartial advice to all Board members;
• Ensuring the quality of information prior to meetings;
• Organizing performance evaluations of the Board, Committees, and CEO;
• Supporting induction programs and continuous training of directors;

Strategic Function and Fiduciary Duty

The Company Secretary has a fiduciary duty to act in good faith and in the best interests of the organization. Like directors, they may be held liable for breaches of duty. In addition, they serve as a vital link between the Board, shareholders, stakeholders, and other interested parties, ensuring consistency in communication and alignment of expectations.

Four Strategic Lines of Sight

To maintain its effectiveness, the Board must be supported by the Secretary in fostering four essential dimensions of vision:

• Hindsight: drawing lessons and learning from past actions and decisions to inform the future;
• Insight: promoting a deep understanding of the organization, including its financial drivers, competitive differentiation, and external context;
• Oversight: ensuring robust supervision and effective accountability mechanisms;
• Foresight: anticipating future trends, threats, and opportunities that may affect organizational sustainability and competitiveness.;

Evaluation, Succession, and Induction

In coordination with the Chair of the Board, the Company Secretary should oversee performance evaluations of directors and the CEO, using tools such as 360º feedback, interviews, and questionnaires. Alongside this, they:

• Support the definition of clear expectations for Board members;
• Organize tailored continuous training;
• Manage the transition of members who no longer meet the demands of the role.
  

Succession, particularly of the CEO, is a central responsibility. The Secretary must ensure a structured plan that identifies internal talent and prepares potential external successors.

When welcoming new directors, the induction process should extend over 18 to 24 months and not be limited to documentation. It should include:

• Formal training on the organization and its industry;
• Assignment of a Board mentor;
• Site visits to operations;
• Regular feedback sessions.
  

Risk Management and Strategic Involvement

The COVID-19 pandemic exposed weaknesses in traditional, often theoretical, risk management models. Many Boards proved unprepared for emerging risks. In this context, the Company Secretary must:

• Encourage and support the Board in understanding and challenging its risk appetite;
• Foster a proactive approach to identifying strategic risks;
• Help turn threats into competitive opportunities;
• Ensure that the organization’s risk culture is aligned with its business strategy.

As Boards focus on navigating uncertainty, the role of the Secretary must continue to evolve, expanding from facilitator to leader in risk management, foresight, evaluation, and succession—while retaining traditional compliance responsibilities.

Beyond the individual Secretary, Secretariat teams play a vital role. They are responsible for:

• Ensuring alignment with good governance principles;
• Reviewing and validating disclosures in annual and interim reports;
• Managing sensitive information and insider lists;
• Monitoring potential conflicts of interest among directors;
• Supporting internal and external Board evaluations;
• Coordinating performance reviews of service providers;
• Providing frequent regulatory updates and quarterly reports;
• Acting as the key liaison between the Board, management, shareholders, regulators, and auditors.
  

External Secretariat Services

In organizations with limited resources or complex structures, the use of external secretariat services is advisable. These specialized professionals ensure:

• Legal and regulatory compliance;
• Implementation of modern governance practices;
• Support for Board effectiveness.

To conclude, the increasing regulatory complexity and demands of effective governance make the role of the Company Secretary—whether internal or external—indispensable to the resilience, transparency, and sustainability of organizations. Investing in this function is an investment in the quality of decision-making and the credibility of board leadership in any organization.