03 Jun Your value proposition as a Company Secretary

Posted at 14:47h in Corp Gov, Insights by
 

In May 2026, Rory Kramer-Strong and Emilia Anderson hosted a roundtable event in which experienced Non-executive Directors Janet Cooper OBE and Kirsty Cooper CBE shared their expertise on how as a Company Secretary you can raise your profile and value proposition with Boards and NEDs.

Building influence as a trusted advisor

The key to making any difference in any organisation is to be seen as a trusted advisor, as well as ensuring that the day job gets done well. To do this, Company Secretaries should:

  • Build a strong relationship with the Chair, who can then help you manage the Board well. Every Chair has a different way of doing things, so your adaptability to their style is also important. Helping them look good will help them like and trust you.
  • Also build relationships with the Directors, to understand their styles and priorities. Making sure you’re across various committees to make yourself visible and helps your internal network, and these people can also be your allies. Don’t underestimate what your directors see, they will know that you can do a job, but also don’t be afraid to tell them when you’re doing a good job through evidence of what is going well especially compared to other businesses. If they trust you, they will advocate for you.

Governance is a strategic value, not a process

  • You are essentially the conscience of the company. A lot of difficulties experienced within companies is due to bad decision-making. But when things are going wrong, governance comes to the core. You should remind the Board why you are there, and be well informed about the issues that similar companies are facing and that it is your role to make sure those issues do not happen at your company.
  • Good governance essentially promotes good decision-making, as Company Secretaries, you are the one in the room who is the independent conscience of the Board. It pays to always be on the front foot and think about what is coming down the line, whether it is dealing with activist investors, or the next financial crisis.
  • When producing Board papers, they need to be condensed into what the company actually needs in order to make a good decision, as per the quote attributed to the French philosopher Pascal goes,  “I would have written a shorter letter, but I did not have the time.”
  • Many Company Secretaries have worked in different types of organisation and can often provide a ‘helicopter view’ of what is working and what isn’t.

Managing Board dynamics and difficult conversations

  • Part of the role of an exceptional Company Secretary is to remove toxicity in the Boardroom. You may have lots of individual conversations with key stakeholders, and need to be transparent in keeping those conversations confidential while ensuring that their concerns are relayed to the Board.
  • Reporting lines can impede clarity. Your role is to support the Chair and be the bridge to the Board, which can create a conflict of interest if you report to the General Counsel or the CEO directly. Always remember that your real boss is the Chair and conscience of the company, even if you work with the CEO daily. This can be difficult since the CEO is being held to account in the Boardroom and you may see them in a vulnerable position, then they revert to being your boss.
  • You can also help manage the relationship with the NEDs, alerting a CEO if they are about to be given a hard time by a NED, or where NEDs may have prior relevant experience they want to share but the management team sees it as interfering. It’s important to get the balance right, obtain the right information, and where appropriate advise that certain matters should be addressed offline.

Board evaluations and effectiveness

  • The process for Board evaluations is dependent upon the attitude of the Chair, whether they take it seriously or see it as a ‘box-ticking’ exercise. As a Company Secretary you can influence the process, whether it is helping to select an external provider to do the evaluation, assisting the Chair by taking on one-to-one interviews with the Board, or the framing of difficult issues raised in the evaluation report.
  • You can also influence the Chair on what skills are needed to make up an effective Board, as well as working with recruiters and the CPO to promote diversity and skillsets in Board and NED appointments.
  • It’s important to be involved in senior onboarding processes to ensure that individuals understand what good governance looks like from the outset.

Visibility and confidence

  • Push yourself forward internally. Some Company Secretaries experience ‘eye-rolling’ from Board members when governance matters are raised, and you need your Chair or other allies on the Board to support you and ensure that you have presence in the room.
  • External profile is also vital. Conference speaking slots and networking can help enhance your internal presence.
  • Keeping well networked about what is going on in other companies helps. After all, your own Board might be NEDs there and being visible externally in the market builds out your credibility and confidence in advice by understanding what other CoSec’s and boards are dealing with.

Transitioning from Company Secretary to NED

  • Broader experience can make you more effective in your role as a Company Secretary. Obtaining a simultaneous trustee role, perhaps in a smaller organisation or a charity, helps you understand it from the other side.
  • Taking on roles outside your comfort zone in your own company can also help position you for future NED roles. The broadness of the Company Secretary role means that you can get involved in anything from recruitment policy through to technology governance, which helps demonstrate your understanding and versatility that Boards look for in prospective NEDs.