17 May 2022

Company secretaries within housing associations, and indeed across all sectors, have seen their role evolve rapidly.

The volatility caused by the pandemic and latterly by the Russian invasion of Ukraine, has led to company secretaries working harder than ever. No longer simply operating as administrative assistants to the board, they are increasingly becoming facilitators and enablers of critical board processes to help support the board and sustain good corporate governance. Assisting the directors, particularly the chair – who historically has responsibility for these processes – ensures the board remains effective in these uncertain times.

As enablers and facilitators of critical board process, company secretaries are increasingly being asked to enable improved board effectiveness in practical ways:

Engender four lines of sight

As enablers, company secretaries can add value to the board by ensuring that their directors continue to focus on having four lines of sight – oversight, insight, foresight and hindsight. Too many boards focus on oversight. A good company secretary can ensure that the decision-making capacity and competence of the board is strengthened with visibility across all the four lines of sight.

Support succession planning

Succession planning – identifying and nurturing future chief executives, chairs and directors – is a core role of the board. The company secretary can be a critical enabler to help boards fulfil this important responsibility.

Succession planning is something that company secretaries need to revisit with the board at least once a year. A lack of succession planning potentially leaves an organisation vulnerable through either a poor transition or a period of weakness without a clear leader of the business, board or committee.

Facilitate performance reviews for the board

The challenges over the last two years have seen the deferral of some governance processes such as regular board, chief executive, committee and governance reviews of those on the board. Reviews are valuable board processes which enable directors to understand how their board and chief executive are delivering against their objectives and KPIs. Importantly, they need to answer the question of how fit the board is for the future – one that will be characterised by volatility and uncertainty, with new opportunities and risks.

The company secretary plays a pivotal role in internal and external assessments, serving as a key enabler of access, information and reporting. This can help to optimise the impact and return on the investment of the review processes.

Support director arrivals and departures

Good boards regularly review their board which may result in the departure of existing directors as the composition of the board evolves to meet the changing demands of the business, achieve improved board performance or manage the planned end of their term of service. The company secretary is the key person supporting the board in the recruitment of new directors and helping them navigate through the appointment documentation and processes.

Well planned induction process

Working closely with the board as part of the transition, the company secretary needs to make sure a well-planned and thought through induction process takes place for any new board member. This includes governance training, a buddy system with an established director, and a programme of visits and experiences so the incoming director can really get under the skin of the organisation as quickly as possible.

As well as co-ordinating the induction process, company secretaries should serve as a point of contact for the new directors and curate the documentation that a new director receives on appointment.

Facilitate risk planning

The company secretary needs to help facilitate risk planning by the board to ensure that it effectively understands, sets the appetite, monitors and checks assumptions around risk.

One of the responsibilities of boards is to ensure that they are structured to deal with their role in risk management. Good company secretaries help their boards understand the interplay between risk, return and strategy to enable the board to spot and potentially turn future risks to their advantage, and secure the long-term survival of their organisation.

Is it time to outsource the company secretary function?

Outsourcing enables organisations to source those with the skills and experience they need to deliver on and ensure good governance in a fast-changing world. This way they can select a company secretary with the skills and experience they require to help them navigate a challenging and volatile world without compromising on quality, which could include providing support to an incumbent company secretary.

Smaller organisations sometimes struggle to afford full time, experienced company secretaries. We increasingly see companies outsource their company secretary to provide flexibility, enable a ‘user pays’ approach, and ensure they have access to top performing company secretaries without having to cover the cost of their full time employment.

For many, outsourcing and the flexibility it provides, is the best way forward to ensure whoever is appointed is fit for the future.

With no sign of the demands on boards easing, with the pressures and opportunities created by the coronavirus pandemic and now the conflict in Ukraine, boards within housing associations require a company secretary who has experience in adding value by supporting critical board processes. Those they employ who have this experience, in addition to their traditional governance role, will help ensure an effective board in these uncertain times.

John Harte, Managing Partner at Integrity Governance will be speaking on the breakout session ‘The evolution of the company secretary role’ alongside the session chair Anne Chapman, Assistant Director – Governance and Compliance and Company Secretary at Golding Homes at Housing Governance 2022 – Thursday 23 June 2022 at 2.20pm. Book your places today.

John Harte

John Harte is Managing Partner at Integrity Governance

John leads a global team at Integrity Governance that is dedicated to ensuring that governance and boards are effective and add value.

A boardroom expert working with not-for-profits and trade associations, through to multinationals and SMEs; he provides practical, impartial advice to directors, business owners, executives and CEOs, to help improve board performance.

John has 30 years of experience at director level in the corporate world, having worked at blue chip businesses including: Mars, Schroders and Goldman Sachs.

He is a Fellow of the Institute of Directors (IoD); a Member of the Confederation of British Industry (CBI); and a Member of the Chairman’s Network.

The evolving role of the company secretary in volatile times