The person behind the corporate records: The company secretary

Directors and employees can rely on memory for many things about a business’ operations, but it’s never enough for a complete picture. No one at the leadership level of a company has a perfect memory, and every one of them will eventually change role anyway; employees leave, the board changes, the CEO will resign or retire. Crucially, when these people leave, any unrecorded information loses its last chance of retention. Following this point, it disappears completely. 

The confusion and questions that can follow speak for themselves: “Why did the board reject that proposed acquisition? What led to that particular strategy being approved? How did our risk appetite change so much these past several years?”

Company secretaries are supposed to know the answers. However, one of their most crucial roles is to ensure others can find those answers when required. Not everything can be found on a single document, so it falls to the company secretary to do what is often one of the least visible, but overwhelmingly important tasks in corporate governance: They must consistently create, build and maintain the “corporate memory” of the business and the board. Their work protects the business from any future scenario where a lack of information and context causes a crisis.

Remember, this corporate memory is not just an archive; archives just tell you what happened and nothing more. Good corporate memory helps you to understand the entire journey. They help leaders remember why decisions were made the way they were, even when the people involved have moved on. If you’ve worked on a board for long enough, you’ll know this too. 

The bottom line is that company secretaries will play a big part in protecting the business. Their function is about function itself in many ways. By maintaining records and helping leaders ensure every decision remains grounded in reality and logic, they offer a unique defence against bad decision-making and, potentially, corporate disaster. 

Here’s an example: Imagine a board that has a lot of newcomers following multiple retirements. The opportunity arises for a significant investment in a market the business left five years ago. The proposal and the background on the board papers make perfect sense. The numbers look attractive, and the opportunity appears strong. 

But why did the company leave that market in the first place? Perhaps the board at the time had concerns about the regulatory environment. Perhaps the jurisdiction itself was too problematic. Perhaps the economics never worked out. There may have been difficulties with a local partner, or cost issues that impacted the entire organisation, some of which might not have been apparent until several years operating in the market.

Five years on, and with several new directors, many will never have heard the original discussion, while those who did have forgotten half of it. However, time and turnover are never an excuse for the board – as a unit – to forget these discussions.

This is where I believe company secretaries have a particularly important role: Someone needs to connect today’s conversation with what the board has learned before, and that corporate memory does not simply exist. It has to be created and maintained. Every agenda, board paper and set of minutes contributes to it. So do action logs, well-set governance calendars and, importantly, the ability to trace significant matters through successive board discussions.

The minutes are the most obvious example. Many of us are probably very familiar with phrases that reduce the usefulness of the minutes, like, “following discussion, the board approved the proposal.” It doesn’t look wrong, especially not to those of us with little minutes experience, but imagine someone returning to phrases like this five years later, in urgency, because they need to make decisions fast or perhaps respond to a legal case. 

The only thing that vague phrases will do is prompt further questions like why something was approved, what concerns the board had, what challenges the board made to the plan (if at all). Good minutes go into more detail. They don’t need to record who said what or be particularly verbatim transcripts, but they should leave enough of a trail for someone who was not in the room to understand the substance of the discussion. The road and challenge that led to a particular decision must be clear. Without this, minutes become a dreaded “tick-box” without substantial meaning for a future debate. That distinction matters a lot. 

At this point, I think it’s also worth noting recent developments with governance and AI. It’s no surprise that AI is leaving its own impact on minute-taking. Depending on the business, it might be used a lot for such purposes. However, human judgement must always be maintained. 

The reality is that boards are temporary by nature. Even long-serving directors who may have been present for discussions in the distant past can easily forget the details and context. The organisation, however, continues to evolve and grow, and there is no room for mistakes around record-keeping along the way. 

This is why I see the company secretaries as the custodians of the board’s records. They are the people who create and maintain corporate memory, and connect that corporate memory with those who need it. This standard often shows its value years later, when nobody expects it. Someone around the table may ask: “Have we considered something like this before?” And instead of starting again, the organisation is able to remember. 

In a matter of minutes and through a light level of clarification, good record-keeping feeds directly into better corporate decisions and optimal organisational learning.