07 May The hidden leap from Deputy to Company Secretary
The transition from Deputy Company Secretary to Company Secretary is one of the most underestimated in UK governance.
It may seem like a natural progression based on tenure, but in practice it’s a fundamentally different role and the Boards appointing to it are raising their expectations significantly.
How has the bar for both competence and character risen?
For decades, integrity in senior leaders was simply assumed. Stakeholder scrutiny is now more intense, boards are more connected to the wider organisation, and the consequences of a deficit in integrity, for the individual and the company, have become potentially severe.
For a Company Secretary, this shift matters enormously. The role sits at the very heart of a board’s decision-making. The CoSec is one of the senior figures there to support the CEO and Board to offer an alternative perspective, to warn when a proposed course of action may be unwise, and crucially, to have the courage to do so and if necessary, take a stand.
That requires more than technical excellence and needs integrity and judgement, as well as the confidence to challenge senior stakeholders and stand behind it.
How does the shift from doing to shaping, and from executing to advising, redefine the role?
At Deputy level, the role is largely executional. At Company Secretary level, you’re influencing the entire governance culture of the business – as the trusted adviser who sits alongside the Chair on succession planning, board effectiveness, and navigating crises.
Through conversations with board executives, NEDs, and Group Company Secretaries over the last few months the similarities in expectations are clear: the role requires foresight to plan for known events like audit tenders and AGMs, whilst simultaneously anticipating the unknown; a dawn raid, an unexpected CEO departure, a crisis that lands simultaneously with the peak of the annual cycle. The ability to remain the calmest, most clear-headed person in the room is a leadership differentiator.
How are you assessed when interviewing for a senior role?
When companies assess candidates for the top role, they’re evaluating commercial judgement, influencing ability, and how you’ve built relationships with senior leadership and NEDs. They want to understand your curiosity, how you’ve handled adversity and failure, and what others, particularly board members, say about you.
Your technical credentials get you in the room. It’s your leadership brand, and the strength of your references from Board members and senior executives who’ve seen you operate under pressure that determines whether you secure an offer.
What do the candidates who successfully make this transition have in common?
Many have already sought stretch opportunities beyond their core remit. They’ve invested in building genuine relationships with Chairs, NEDs, and senior management, not just worked alongside them. They understand their own leadership shadow: what they project, what they tolerate, what culture they’re creating around them. And they’ve been intentional about building a presence in the governance community through the CGI, peer networks, and engaging with the profession publicly.
The gap between Deputy and Company Secretary is about the depth of your judgement, the quality of your relationships, and whether the people who matter most are willing to advocate for you when it counts – and not your length of tenure.
Rory Kramer-Strong is head of Marsden’s Corporate Governance practice.