12 May The characteristics of an exceptional Company Secretary
Over the last few months, Rory Kramer-Strong and Emilia Anderson from our Corporate Governance practice have been interviewing NEDs and Board members from companies across the UK to explore what qualities define a truly exceptional Company Secretary. While sectors, board compositions, and organisational cultures varied, several consistent themes emerged.
There is a gap between a strong Deputy Company Secretary and a truly effective Company Secretary. Increasingly, Chairs and Boards are recognising that technical expertise alone is not enough: what matters most is the judgment, integrity, and courage to apply governance principles effectively under pressure and in the wider interests of the business. Recent well-publicised governance failures have only reinforced the importance of these qualities, which are reflected in the six characteristics below.
Summary of the six characteristics: An exceptional Company Secretary brings together six connected qualities: awareness of the organisation and its wider environment; collaboration that builds trust while preserving independence; a holistic mindset that looks beyond process to the full strategic context; commerciality that balances governance with business reality; independent judgement and the courage to make clear recommendations; and care for the quality of the work, the business, its people and the outcomes that governance is intended to protect.
Awareness
A keen insight into your own objectives, the department’s objectives, and the wider company’s objectives drives more timely, impactful support. But awareness, as we heard it described, goes deeper than that:
- It encompasses political intelligence, understanding both the formal and informal power structures within an organisation, recognising who the real decision-makers are, and anticipating where resistance may arise before a proposal even reaches the table. It also means being able to read the room, not just listening to what is being said, but picking up on what remains unsaid before, during, and after meetings all of which supports more effective decision-making. With this awareness a Company Secretary needs to know when and how to influence without coming across as over-ambitious or disloyal.
- External awareness matters just as much; regulators, shareholder expectations, political and economic forces shaping the operating environment. The last few years of omni-crises including the pandemic, geopolitical instability, cost pressures, global supply chain disruptions have made clear the difference a Company Secretary with genuine external awareness makes to a board’s ability to respond.
Collaboration
Collaboration stems from awareness and deepens it.
- What positions a Company Secretary as a trusted advisor rather than a compliance function is developing emotional intelligence to genuinely understand what colleagues and stakeholders are trying to achieve and how they feel about it, not just what they’re asking for.
- Collaboration is not the same as compliance. In the heat of the moment, holding firm on advice under pressure is not obstruction it’s credibility, and what separates a Company Secretary who is respected from one who is merely liked. Tension, handled with skill and integrity, leads to better decisions.
- Further to this, the Company Secretary may serve the Chair and the Board but needs the diplomatic skills not to alienate the executive team. They cannot be all things to all people but do need to be able to collaborate with and receive co-operation from the senior team.
Holistic mindset
This means the ability for a Company Secretary to lift their gaze above the governance framework and take in the whole picture:
- Consistent horizon scanning, internally and externally, sharpens judgment and builds the confidence to know when the standard playbook doesn’t apply.
- A Deputy CoSec can be outstanding at executing governance processes. A Company Secretary needs to be capable of anticipating problems that haven’t appeared on the agenda yet, a dawn raid, an unexpected CEO departure, a regulatory shift and preparing the board for scenarios it hasn’t thought to ask about.
- Avoiding a blinkered governance mindset, and demonstrating awareness of the bigger picture, shows that your value to the business extends beyond your technical skills. This is what makes boards want to include you from the inception of a project, rather than calling you in to manage the consequences.
Commerciality
An in-house Company Secretary supports a profit-generating business. This is less obvious in practice, and involves:
- Understanding how the business generates revenue and profit and why is a prerequisite for giving contextually relevant advice. Understanding why is especially important when considering the optics of decisions being made. The governance lens and the commercial lens are not opposites, those that can balance both simultaneously stand out.
- Taking the time to understand how commercial, finance, product, and operational teams think. What are their pressures? What does success look like to them? Where do they feel that governance adds friction rather than value?
A Company Secretary who can answer those questions and consider it in their approach will be invited into strategic conversations, not just called in to solve problems after the fact.
Independent judgement
The ability, courage and willingness to exercise independent judgement is what ultimately separates an exceptional Company Secretary from a technically strong governance professional. Too often, Company Secretaries risk becoming living databases of policies, deadlines and regulatory requirements: highly capable at conveying information to directors, highlighting relevant policies and presenting lists of risks, considerations and constraints.
Companies and boards rarely operate in straightforward situations where the answer can simply be found in a policy. In practice, there are competing interests, incomplete information, time pressure, commercial realities and opportunities to consider.
In those circumstances, an exceptional Company Secretary is prepared to move beyond simply setting out the issues and say: “Having considered all of these factors, my recommendation is that we do this.”
That requires courage, because it means taking responsibility for a judgement call rather than acting only as a conduit for information. It is often this willingness to make, explain and stand behind a recommendation that turns a governance professional into a truly trusted adviser to the board.
Care
The training that produces excellent Company Secretaries is rigorous. Care for the work, the detail, the standard are instilled early. What can get diluted particularly in larger organisations or high-pressure environments is care for the business; its values, its goals, its culture, and care for its people.
- This connects directly to the character questions that modern leadership is increasingly focused on. It’s about genuinely caring about the outcomes of what you do and being aware of the knock-on impact.
- These outcomes are the stability and oversight that regulators expect and the organisational structure that investors and stakeholders value.
