The evolving role of the company secretary in UK corporate law

The traditional company secretary

The role of the company secretary has undergone significant transformation in the UK in recent years. Traditionally, the position was seen as one of administrative support, focused on ensuring compliance with statutory duties and managing board logistics. However, as corporate governance has become more complex and regulations have tightened, the company secretary has evolved into a more strategic and advisory role, integral to the governance framework of a company.

Historically, the company secretary's role in UK corporate law was primarily administrative. They were tasked with maintaining statutory records, filing documents with Companies House, ensuring compliance with legal obligations and preparing and managing the annual general meeting (AGM).

In the late 20th and early 21st centuries, the company secretary’s role began to expand due to greater emphasis on transparency, accountability and regulation. Key changes included a greater involvement in ensuring board members' compliance with the Companies Act 2006, the UK Corporate Governance Code, and other regulations such as the Bribery Act 2010. Company secretaries began to play a more active role in advising directors on their legal and ethical obligations, ensuring that the company operated within the boundaries of the law and best governance practices.

The modern role of company secretary

Today, the company secretary’s position is more strategic and advisory. They are expected to be familiar with corporate law, governance principles, and regulatory compliance, offering advice on matters such as board structure, shareholder rights, and risk management.

One of the most significant changes has been the company secretary’s involvement in advising on corporate strategy, particularly in areas where legal or regulatory concerns cross business decisions. The company secretary also plays a crucial role in ensuring that the company’s governance practices align with long-term corporate goals, promoting sustainability and ethical business practices.

Changes in technology have also affected the company secretary’s role. Tools like electronic board portals, digital voting systems, and regulatory compliance software have streamlined administrative tasks, allowing company secretaries to focus more on higher-level strategic and governance matters.

As businesses become more global and corporate structures more complex, the role of the company secretary becomes even more critical. They must navigate a fast-changing legal landscape, especially in areas like cross-border governance, data protection, and anti-money laundering regulations. Also, the growing focus on ESG factors means that the company secretary is now expected to provide advice on sustainable business practices and reporting on non-financial performance.

In recent years, company secretaries have also taken on the role of “gatekeeper.” They ensure that the company adheres not only to legal requirements but also to ethical standards. This role has expanded to include monitoring internal controls, investigating potential breaches of conduct, and reporting issues such as fraud or unethical behaviour.

The evolving role of the company secretary reflects broader changes in corporate governance, the regulatory environment, and business practices. From an administrative function, the company secretary is now a key advisor to the board. Company secretaries play a crucial role in ensuring that companies not only comply with laws but also adhere to the highest standards of corporate integrity. As the regulatory landscape continues to evolve, so will the responsibilities of the company secretary, making it one of the most dynamic and critical roles in a business.