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For those unfamiliar with corporate governance structures, the position of company secretary is often misunderstood. Although initially a secretarial and administrative role, the company secretary’s remit has expanded significantly since the early 2000s to encompass high-level advisory and governance responsibilities.
As a result, it is now one of the most dynamic and influential positions in modern corporate leadership, offering opportunities for progression to senior roles such as Chief Governance Officer (CGO), General Counsel (GC), or Chief Operating Officer (COO), as well as non-executive directorships.
Historically, the position of company secretary was purely administrative, with duties including maintaining statutory records, managing the AGM and filing documentation with Companies House. The perception of the role as merely an “assistant to the board” began to shift in 2006 with the enactment of the Companies Act, which mandated specific qualifications for company secretaries serving in public companies, reflecting the growing complexity of corporate governance.
Since then, changes to the UK Corporate Governance Code in 2018 and 2024 have further expanded the remit, giving company secretaries specific responsibility for advising the board on all governance matters. This provision formalised the role as a direct, independent advisor playing a central role in defining and interpreting its governance framework.
The modern company secretary’s remit is broad and deeply strategic – central to the effective functioning and governance of the organisation. Key areas of responsibility include:
Governance is the cornerstone of the company secretary’s role, and they are the primary advisor to the board on all related matters. They are responsible for ensuring compliance with the Companies Act, the UK Corporate Governance Code, and other relevant regulations, as well as overseeing good general practice and ensuring correct board procedures.
A key aspect of the role is to provide critical insights and guidance on the interface between corporate strategy and legal or regulatory obligations, such as during mergers or acquisitions. As the in-house governance expert, the company secretary is usually involved in aligning the company’s governance framework with its long-term commercial strategy.
The company secretary is the chief facilitator of month-to-month board operations, ensuring that members receive high-quality, timely information to enable effective decision-making. Today, this process is often streamlined by electronic board portals, which the company secretary will usually be ultimately responsible for managing and updating.
Company secretaries play a crucial role in overseeing risk, including monitoring internal controls and investigating potential misconduct. And as Environmental, Social, and Governance (ESG) factors increase in importance, they lead with advice on sustainable business practices and reporting on non-financial performance.
Due to the strategic importance of the role, boards look for candidates who can bring a balanced blend of technical and legal expertise paired with well-developed strategic and interpersonal skills.
Experience in corporate governance is a must – including in-depth knowledge of the Companies Act 2006 and the UK Corporate Governance Code. ESG literacy is key, as well as proficiency in industry-standard governance technology. Relevant professional qualifications for the role include degrees or diplomas in business, law, or accountancy, with the gold standard being certification from the Chartered Governance Institute UK & Ireland (formerly the Institute of Chartered Secretaries and Administrators, or ICSA).
Communication is central to the role, and candidates must be able to demonstrate negotiation and influencing skills, ideally with experience in a board-facing role. Strong commercial awareness and an ability to adapt strategy to meet changing priorities and goals differentiate leading professionals. And, as a senior role with access to highly privileged and commercially sensitive information, integrity and discretion are non-negotiable.
The influential nature of the position and the invaluable firsthand experience of board operations it offers mean that company secretaries frequently secure more senior appointments upon leaving the role.
Professionals wishing to advance in a similar role can progress to Group Company Secretary to further their career, while those seeking leadership opportunities may consider positions such as Chief Governance Officer (CGO), General Counsel (GC), or Chief Operating Officer (COO). Former company secretaries are also attractive candidates for board positions such as non-executive directorships, due to their experience and expertise in board dynamics and corporate governance.
If you’re planning to make a career move into this space, or you’re looking for the right candidate to fill a company secretary position at your organisation, Victus Search can help. We combine a highly-developed global network – including candidates not yet actively on the market – with discreet, confidential guidance to match unique talent with niche roles. Contact us today to discuss your requirements.
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