The role of the secretariat

Peter Allanson looks at a function that he argues should be a strategic governance partner helping to ensure an organisation’s vision, values, and ethics are at the forefront of decision-making

A secretariat can take many forms, from a basic, functional service designed to keep an organisation onside with its regulators and to organise meetings and take minutes, through to a fully strategic advisory function exerting influence at the heart of the organisation’s governance.

Here, we argue the merits of a secretariat operating at the more strategic end of that spectrum.

Governance describes the way an organisation is directed and controlled, embracing its strategy and decision-making, especially in terms of the risks that might prevent it achieving its strategic aims, holding the executive to account by supervising the operational delivery and ensuring that all activities meet legal, ethical and regulatory requirements.

The secretariat should also make sure the board is aware of stakeholder views and that information flows in an orderly and accessible manner between the executive and the board, between the board and its committees, and the board and other groups of significance. It also has an important role to support the board in terms of induction and development, working alongside the chair to meet both individual and collective needs.

Of course, there is an important element of administration to be looked after. This includes owning the systems and practices that keep the organisation safe in terms of meeting its legal and statutory requirements and any codes of practice or conduct.

Supporting and servicing the board, its committees and any other senior executive groupings that influence the board and its work are the business of the secretariat – managing the business, planning the year, issuing papers and briefing notes, taking and issuing minutes as well as letting others know the outcomes. The secretariat should be expected to look out for changes to the legal and statutory frameworks and ensuring that the board is kept abreast of current performance and any emerging problems or issues.

Balancing today with tomorrow

Getting the balance right between dealing with current operations and future direction is often the trickiest part of any chair’s and secretariat’s work, especially if there are subject experts around the board table. The main work of a board should be on the future while keeping an eye on the present.

If you accept that the most effective value that a secretariat can add is by holding a key strategic position within both the governance and administration of the organisation, then it should provide the bridge between the senior operational team in general and the chief executive in particular and the chair and the board.

Having a deep understanding of the way the organisation works, including its strategic direction, gives the secretariat the authority and permission to work with the chair to ensure the board discharges its responsibilities under the rules and regulations to which it is subject. More significantly, they should be delivered within the values and ethics of the organisation.

In other words, the secretariat through the secretary is the principal adviser, conscience and critical friend of the chair, and through them to the board. As such, their appointment should be approved by the board.

Team role

The secretariat’s effectiveness is enhanced by being part of the management team involved in formulating policy, strategy and the direction of the business. Ideally this should not compromise their independence but given the range of skills a good secretary develops these should be available to the organisation on as broad a footing as possible.

There are a number of key benefits to setting up an expert team:

1. Strategic insight and vision alignment: A corporate secretariat composed of seasoned professionals offers deep strategic insight and ensures that the board’s decisions align with the organisation’s long-term vision. These experts bring a comprehensive understanding of the business landscape, enabling them to provide guidance that goes beyond mere compliance. They help the board maintain a clear focus on the organisation’s vision, ensuring that governance practices and strategic decisions are not only compliant but also forward-looking, driving the organisation towards its desired future state.
2. Reinforcement of values and ethical standards: Senior professionals in a corporate secretariat are instrumental in embedding the organisation’s core values and ethical standards into every aspect of governance. They work closely with the chair and the board to ensure that these principles are upheld in decision-making processes, policies, and practices. By fostering a culture of integrity, they help to maintain a commitment to ethical leadership, ensuring that decisions reflect the organisation’s values and contribute to its reputation as responsible and trustworthy.
3. Enhanced board effectiveness and focus: A senior corporate secretariat significantly enhances board effectiveness by ensuring that the board remains focused on its primary responsibilities: strategy, risk management, leadership, and stewardship. Holding the executive to account for current performance has an important part to play in the work of a board and making sure it happens in a supportive but challenging way such that the executive feels safe in dealing with issues with the board is a hallmark of a good secretary. By managing the flow of information and structuring agendas around strategic priorities and operational imperatives, it enables the board to concentrate on what is most important. This strategic focus helps the board add maximum value by guiding the organisation in a direction that is both ethically sound and aligned with its long-term goals.
4. Risk management and the board: While the secretariat should provide robust oversight of the entire risk management and compliance systems, the board’s main focus must be on the risks that would prevent the organisation from achieving its strategy. Senior professionals in these roles should be well-equipped to anticipate and address complex risks, particularly those related to the organisation’s strategy, while keeping the board’s concentration on its assurance framework for risks to achieving the strategy. The board will want assurance that operational risk is under control by the executive and that there is an escalation system in place so it is alerted to risks deteriorating such that they could affect the strategy or, for example, cause regulatory or public relations difficulties for the organisation. Their expertise ensures that the organisation’s governance framework is not only compliant with legal standards but also aligned with its ethical commitments.
5. Leadership, authority, and stewardship: Senior members of a corporate secretariat bring authority and leadership that resonate throughout the organisation and with external stakeholders. Their credibility allows them to influence key decisions, ensuring that governance practices reflect the organisation’s values and ethical standards. This authority also empowers them to challenge practices that may conflict with the organisation’s values, providing a necessary check and balance within the governance structure.
6. Continuous improvement and best practices: The secretariat must be dedicated to continuous improvement and the adoption of best practices, at the forefront of governance innovation, bringing new ideas to the table. They ensure that governance practices evolve in line with the organisation’s values. By benchmarking the organisation’s governance framework against industry best practices, they help the organisation maintain its competitive edge and reinforce its commitment to excellence within an ethical and values-driven context.
7. Effective stakeholder engagement: The ability to engage effectively with stakeholders is a key benefit of having a senior corporate secretariat to manage relationships with regulators, shareholders and other critical stakeholders, ensuring that its governance practices are well-communicated and understood. Their seniority and credibility enable them to act as trusted advisors to both the board and external stakeholders, enhancing the organisation’s transparency and accountability.

Strategic role

A high-end expert corporate secretariat is much more than a support function; it is a strategic governance partner that ensures the organisation’s vision, values, and ethics are at the forefront of every decision.

The seniority, expertise, and authority of its members provide significant benefits, including enhanced board effectiveness, improved risk management, and strengthened values driven decision taking within a framework that not only meets regulatory requirements but also embodies the highest standards of leadership and stewardship.

Establishing a senior, experienced and influential secretariat will repay the investment through working as part of a triumvirate with the chair and chief executive to support the board in leading the organisation by focusing on those roles and responsibility it uniquely can deliver—vision, strategy, leadership, assurance, transparency and stewardship within an ethical culture that adds value, is well controlled, and therefore legitimate.