Do company secretaries wear too many hats?

The increasing trend for organisations to have a company secretary with a legal background, has experts wondering if they are required to stay across too many company functions.

Lisa Gazis, managing director at Mahlab, said that while she doesn’t believe company secretaries are required to perform too many tasks, they need to remain adequately resourced in order to be able to stay across many complex issues and any given time.

Gazis said that companies prefer to have a company secretary with a legal background, due to the complex issues they are now required to have oversight of. In an increasing number of cases, the company sectary is also the organisation’s general counsel.

“A vast number of companies do prefer a company secretary with legal background because of the corporate governance responsibilities and the more complex and constantly changing regulatory environment,” she said.  “A company secretary with a legal background can interpret and apply legislation and regulations.  They can help the company navigate the complex regulatory environment as well as, spot legal issues that may arise.  Having legal qualifications is considered to add rigour to the role and is being found to be useful with the increasing corporate governance responsibilities.”

In a round table discussion held by Mahlab, company secretaries admitted confusion around the responsibility of an organisation’s risk and compliance duties.  Risk and compliance issues, she said require analysis and implementation of complex regulation, requiring company secretaries to oversee many risk and compliance issues.

“Up until recently, risk was being handled by non-lawyers in what were traditionally more technical roles,” said Gazis.  “Over time, with increased regulatory and legislative changes responsibility has broadened.  Risk and compliance has gained prominence and overall responsibility for these areas is a confusing issue for many companies.”

Gazis said that as the role of company secretary is often fairly high profile, firms should endeavour to provide pre-emptive support.

“They are considered the eyes and ears of the company and therefore it’s a big role which requires them to wear a number of hats,” she said.  “Usually, in cases where company secretaries have a lot of responsibility, they also have higher visibility within the company and, the value of the company secretariat is better recognised.”

Australasian Lawyer
Samantha Woodhill