Company secretaries deserve better

I have long been interested in the role of the company secretary. When I first started teaching at Oxford Polytechnic we offered courses leading to ICSA examinations and I taught the accounting course for several years. At that time, the accounting paper was very challenging: the questions were often more difficult than those of the accounting bodies' examinations. Our students had a good success rate and were clearly committed to pursuing the qualification and developing their company secretary role. I often wondered how they fared but had no opportunity to follow them up.

My interest was rekindled in my early research on audit committees, from a corporate governance compliance perspective. It became clear to me that the company secretary had an important procedural role but in those days it was not unusual to find that the finance director was also the company secretary, which gave him (or her: I did meet one woman holding the role, who told me that she had experienced more prejudice from being a member of CIMA rather than an FCA than she did on a gender basis) considerable power. My first encounter with the term "general counsel" also intrigued me as it appeared to subsume the company secretary role.

A position seen as combinable with other senior roles suggested that the company secretary community could be struggling to define itself professionally and this idea resonated with my subsequent study of internal auditors, another group viewed as chiefly responsible for compliance issues but in reality with a very much broader role (you can read more about this here ). So I chatted up some company secretaries and started attending ICSA conferences to find out more, in the hope of developing a future research project looking at how the role is interpreted in organisational settings and by company secretaries themselves, with broader potential insights into how corporate governance is enacted by practitioners and the way in which professional bodies and qualifications develop over time.

I'm still hoping to pursue this. There is very little academic research in this specific area so I am always keen to read anything that might be relevant. So I was eager to read the report commissioned by ICSA from Professor Andrew Kakabadse (see here: free but you need to supply some details before you can download it).

As a review of how company secretaries perceive themselves, which may have been the intention of the commission, it's a nice story and I can imagine that many ICSA members will be nodding away as they read it. Anecdotes are always good to read, especially if they confirm your own experience.  But from a team of academics, this is disappointing stuff. The method used to conduct the study is briefly mentioned but no detail about data collection or analysis is provided that might give the interested reader a sense of the authority of the study.

I don't think anyone would argue with any of the 12 key findings: intuitively one would sense that most of them capture what is already known about the role. The first finding is interesting:

"The role of the company secretary is much more than just administrative. At its best, it delivers strategic leadership, acting as a vital bridge between the executive management and the board and facilitating the delivery of organisational objectives."

This to me reads like the manifesto of a group seeking to capture board influence. In my presentation at last year's Management Accounting Research Group conference at LSE I talked about the blurred boundary between governance and management and noted that the development of smaller, independent boards had led to two issues of potential concern.

Firstly, operational areas were using the word governance inappropriately (sales governance, IT governance, supply chain governance, marketing governance etc) possibly in an attempt to re-establish influence in the corporate governance area now that they were relegated to executive board status: hence the blurring of boundaries.

Secondly, the CEO was now effectively the link between the board and the executives: given that the entire panoply of corporate governance regulation was devised to curb the power of the CEO, doesn't this position seem paradoxical?

If company secretaries are now claiming to be that bridge, this could potentially be an important defence against such a charge, but it is difficult to see how this plays out in practice. A properly structured qualitative research study could provide the insights needed. But this report seems to be little more than a collection of quotes from a loose group of interested parties. Company secretaries deserve better.