This Forum was created by SLID in collaboration with the Institute of Chartered Corporate Secretaries of Sri Lanka (ICCSSL) as part of its initiative to build and strengthen the role of Board Secretaries in both private and public sector organizations.
The Deputy President of ICCSSL and experienced Board Secretary, S. Sudarshan moderated an eminent panel comprising of Sunil Wijesinha, Chairman/Director of several listed companies, Ms. Christine Munasinghe, Company Secretary/MD of Secretaries & Investment Services (Pvt) Ltd, Faizal Salieh, Senior Vice Chairman of SLID and internationally acknowledged expert on Corporate Governance Phillip Armstrong who made the keynote address.
Delivering the keynotes, Philip Armstrong said that the role of the company secretary has evolved into a more complex role and the requirement in this modern era is for a competent professional who can guide and advise the Board across a wide range of important issues and not limited to ensuring adherence to corporate governance practices.
He stated that the role is now evolving in to that of a governance professional which requires the corporate secretary to get to know the business and its different elements without focusing only on the functional role.
He added that the Board Secretary can be described based on the hierarchy of functions starting from a limited role confined to the board room and a much wider role with responsibilities both in and outside of the board room, culminating at playing an influential governance professional’s role with an executive function across the company.
He also said that these different roles require different competencies in order to be successful.
Referring to the characteristics of a good Board secretary in the role of a governance professional, Philip Armstrong said that it is crucial to engage and develop a relationship with Board members to understand their mindset and the company and not to just receive Board papers and push them through but to understand what is in them, in order to play an assertive role in ensuring that the Board gets what it needs and added that the Board secretary has a role in ensuring that a suitable balance is achieved.
“There is a confusion especially amongst people in the non-listed company sector including some directors on who is a company secretary, board secretary, an honorary secretary of an association and a confidential secretary.
Over the years the role of a company secretary has developed and today it is a far more powerful, senior role which involves multiple functions, and is a member of the key management personnel participating in senior management meetings, playing an important role in the strategic direction of the company including advising the Board on its composition and composition of committees and much more.
I expect the company secretary to be a storehouse of knowledge” said panelist Sunil Wijesinha..
“A significant component of a highly effective Board is an equally effective and influential company secretary who works closely with the Chair, Board and the management playing a critical role on behalf of the shareholders and stakeholders in ensuring that the Board excels.
S/he should be a competent professional who can guide and advise the Board across a wide range of important issues that not only ensures adherence to good governance practices but also contributes to the overall performance of the Board” said Ms. Christine Munasinghe responding to the moderator’s question on the expectations of a company secretary.
Sharing his thoughts on the company secretary’s evolving role into the realms of a governance professional, Faizal Salieh observed that administrative work relating to compliance and Board packs still takes bulk of the role.
He said a future-ready, engaged Board which provides insights, challenges, supports and guides the Management to deliver results will have the most amount of challenges in Board interactions, Boardroom dynamics and substance and that the size and type of the Board has a correlation to the role of the Board Secretary.
He said “With regulators and investors driving for higher levels of governance, compliance and more responsible business performance, Boards are now faced with increasing leadership challenges which are more of team leadership challenges with the Board working as a team.
In this context, I see the Board Secretary as an integral cog in the Board process” and added that the Board Secretary opting to remain silent in the Boardroom has limited the role to the present status.
He further commented that the Board’s culture is very important to unlock the true potential of the Board Secretary, particularly how the Board Chair views the role.
Salieh noted that most companies had a matrix reporting line for the Board Secretary and said that this leaves room for interference or influencing by the CEO.
He recommended a single direct line reporting to the Board Chair and KPIs and performance reviews to be done by the Board.
He also said that combining the roles of the Board Secretary, Chief Legal Officer and Compliance Officer would compromise good governance.