The company secretary misconception: CoSec vs administrator or secretary

The company secretary misconception: common mistakes around the functions of one of the most crucial roles in corporate governance. 

The idea to write this article came from recent conversations with my industry peers. Probably due to the ambiguity around the term, we always come across individuals who think that the role of a company secretary is simply to take minutes, arrange meetings or provide administrative support. In my view, this is a fundamental misunderstanding of the profession and, more importantly, of the purpose the company secretary serves within an organisation. 

Taking minutes may form part of the role, and there will naturally be administrative elements involved, but these tasks are realistically present in many senior professional positions. They do not define the company secretary. 

Rather, the role is fundamentally about governance, compliance, corporate responsibility and supporting effective decision-making at the board and senior leadership level. It’s a unique position to serve both lower-level and senior members of any business.

A qualified company secretary brings specialist knowledge and professional judgement to the organisation. The qualification matters because the role requires an understanding of governance frameworks, corporate structures, board procedures, statutory obligations, directors’ responsibilities and the wider regulatory environment. Without that foundation, it is very difficult to understand the bigger picture of what the position is there to achieve, particularly when operating at senior or board level.

One of the easiest ways I explain the distinction is this: An administrator or secretary supports the administration of the business, but a company secretary supports the governance of the company.

Both are valuable roles, and they have different purposes.

A senior administrator or secretary may organise meetings, coordinate diaries, prepare documents, manage correspondence and ensure that administrative processes run efficiently. These responsibilities can require significant experience, discretion and organisational skill.

The company secretary approaches their role – which can contain a certain amount of overlap in activities – from a completely different perspective.

Take a board meeting as a simple example. Arranging the date, venue and logistics of the meeting is administration. The company secretary, however, is concerned with the governance framework surrounding that meeting: ensuring the appropriate agenda is developed, the right matters are brought before the board, papers are properly coordinated, decisions and challenge are appropriately captured, resolutions and approvals are correctly documented, conflicts and governance requirements are considered, and actions are properly recorded and followed through. 

Another crucial responsibility is the board calendar, which company secretaries must carefully control. They also need to allot sufficient attention to individual board committees through that calendar, ensuring they have enough time to prepare their reports for the wider board. 

Every single task around board meetings described above forms a fantastic example because it shows that the company secretary’s role is not simply the task, but also the responsibility, knowledge and purpose behind the task.

Perhaps the most persistent misconception is that the company secretary is simply the person who “takes the minutes,” reducing the task to making a simple transcript. Minutes are certainly important, but thinking of them as a transcript is a gross understatement. 

Minutes form part of the formal governance record of the organisation. Producing them requires an understanding of what issues are material, what decisions have been made, what challenge or consideration needs to be appropriately reflected, what actions arise and how the record fits within the organisation’s wider governance framework. That requires judgement.

Furthermore, minutes are only one component of a much broader role. Depending on the organisation, company secretarial responsibilities can include board and committee governance, statutory records, corporate filings, governance frameworks, entity management, director and officer matters, corporate approvals, policies, regulatory requirements and liaison with senior management, directors, shareholders, regulators and professional advisers.

Reducing all of that to the idea of a transcript misses the very substance of the profession.

Another area that can create confusion is reporting lines. A senior administrator may report directly to one member of an executive team or managing director, but that reporting line does not automatically make the role a governance role.

Likewise, a company secretary may sit within a wider governance circle, or report to the CFO or another corporate function depending on the organisation’s structure. But what matters is that the reporting arrangements recognise the nature of the CoSec’s responsibilities and provide appropriate access to senior leadership and, most importantly, to the board. This distinction is important.

An administrative reporting relationship is generally centred on supporting the work and priorities of an individual, team or function. The company secretary’s responsibilities are broader. The role supports the governance of the organisation and the effective operation of its board and committees. There may therefore be occasions when a CoSec needs to raise a governance concern, question a process confidentially, advise on the correct procedure or ensure that something is formally escalated. That requires professional judgement, appropriate standing and the right access to decision-makers.

For this reason, many professionals would agree that the reporting line of a senior company secretary should be considered carefully. Where a senior CoSec reports solely through a non-board/non-executive position, particularly where that individual can control what reaches senior leadership or the board, it can create a potential conflict of interest or, at the very least, a governance tension. 

The company secretary may need to challenge, escalate or provide independent governance advice on matters involving the very function or individual through whom they are required to report. A reporting structure should therefore not inadvertently restrict the company secretary’s ability to exercise professional judgement, raise concerns or communicate appropriately with the board. 

The reporting line should enable the governance function, not become a barrier to it.

Professional qualifications should not be viewed simply as letters after someone’s name. For a company secretary, professional study provides the technical foundation needed to understand why governance processes exist, how corporate decision-making should operate, the responsibilities attached to different corporate bodies and how legal, regulatory and governance requirements interact.

There is a significant difference between being able to perform a task and understanding the professional implications of that task. Someone may know how to schedule a board meeting, circulate a document or type up meeting notes. A qualified company secretary should understand the governance context surrounding those activities: why the meeting is being held, who has authority to make particular decisions, what approvals may be required, what needs to be documented and what governance or compliance consequences may arise.

That broader understanding becomes particularly important when working with senior leadership and boards.

In this article, I’ve mentioned numerous comparisons between company secretaries and other professionals carrying out administrative functions. None of it is intended to diminish administrative professionals. Experienced administrators, executive assistants and senior secretaries perform essential roles and often carry enormous responsibility.

What I’m ultimately saying is that recognising the value of one profession should not require misclassifying another.

A company secretary should not be treated as an administrator simply because some visible aspects of the job involve meetings, documents, records and minutes. In the same way, we would not define other professional roles solely by their most administrative tasks. The appropriate question is not: “What tasks does this person perform?” It is: “What professional responsibility sits behind those tasks?” 

For the Company Secretary, that responsibility is governance.

The company secretary sits in a unique position between the board, senior management and the organisation’s governance framework. The role helps ensure that decisions are properly made, responsibilities are understood, appropriate processes are followed, and the organisation maintains the governance infrastructure necessary to operate effectively.

That is why I believe we need to move away from the outdated perception of the company secretary as simply “the person who takes the minutes” or “the board administrator.”

Yes, we take minutes. Yes, we coordinate. Yes, there are administrative elements to the role.

But administration is not the profession; governance is. Understanding that distinction is essential if organisations want to recognise, structure and use the company secretary role effectively.