Henley research shows how company secretaries raise the performance of charity boards

London, 3 July 2014 – new research by Henley Business School reveals that top performing company secretaries, or those fulfilling a similar role, make a significant contribution to board performance, share the same qualities as good chairmen and enable effective decision-making. A sometimes undervalued and often misunderstood role, it is intrinsic to organisational success in the charity sector.

The highlights of the research are as follows:

  • The role is much more than dealing with administration. Top performers deliver strategic leadership. The third member of the top team alongside the chairman and chief executive, the company secretary is a vital, independent bridge linking the board and the executive.
  • Company secretaries align the interests of different parties around a boardroom table, facilitate dialogue, gather and assimilate relevant information, and enable effective decision-making
  • The skills and attributes of the best company secretaries are closest to those of the chairman: humanity, humility, high intelligence, negotiation and resilience.

The research, The Company Secretary: Building trust through governance, was led by Professors Andrew and Nada Kakabadse, who engaged with over 200 company secretaries, chairmen, NEDs and CEOs from not-for-profit, private and public sector boards and governing bodies in the UK, the Republic of Ireland, and internationally. Undertaken in collaboration with ICSA, it scrutinises the unique role of the company secretary, exploring what they do and the qualities they need to perform the role effectively.

Growing public mistrust of institutions has seen governance explode in importance, with all types of organisations – private, public and not-for-profit – having to explain their work more clearly to the public and seeking to embed good governance as part of good practice. This means that charity secretaries have more to do than ever in terms of meeting increased public and regulatory scrutiny as the guardians and leaders of good governance.

The increasingly strategic nature of the role is crucial when applied to the not-for-profit sector where money resulting from public funding or private donations must be spent wisely, effectively and ethically. High performing company secretaries understand the background and wider implications of decision-making, move between the detail and the broader, long-term implications, and can guide or advise board members impartially without being swayed by the cause.

The importance of the role is highlighted by Andrew Hind, editor of Charity Finance magazine and former chief executive of the Charity Commission. “This research offers a timely reminder of the important role a company secretary can play in a large charity – particularly in supporting the all-important governance relationship between the trustees and executive management.”

Stuart Reynolds, Charity Chief Executive, Birmingham Children’s Hospital Charities adds: “I was pleased to take part in the Henley Business School research into the role of the company secretaries in enabling board success. The findings of Andrew Kakabadse and his team should help boards to get more value from the company secretaries. I was particularly struck by the finding that board members often have a lack of awareness of the ways company secretaries support their organisations – hopefully this research will help to increase that awareness.”

The research identifies the importance of a good working relationship between the chairman, CEO and company secretary and points out that company secretaries are often the longest-serving board members whose wealth of knowledge about an organisation’s history and culture provides priceless continuity.

Other key findings include:

  • The role is changing and is increasingly outward-focussed with the company secretarial role now incorporating investor engagement and corporate communications. 
  • Board members often lack awareness of the ways in which the company secretary supports decision-making. As a result, boards can miss out on making full use of the skills, knowledge and experience at their disposal. 
  • Company secretaries are embedded in the process of making boards more effective; they contribute by observing boards in action and advising on any skills gaps that need to be filled.
  • The breadth and depth of the role means that it must retain independence to rebalance power as required and demonstrate accountability. 
  • Company secretaries must have both direct and informal access to board members.
  • A company secretary’s direct reporting line should be to the chairman.

ICSA Chief Executive Simon Osborne feels that “The research reveals the crucial role played by company secretaries in maintaining the complex and occasionally strained relationships between chief executives, chairmen and their boards. It highlights the crucial management, organisational and strategic function of the company secretary, and illustrates why the next generation of these often hidden, yet vital professionals urgently need improved recognition, training and mentoring. We believe, and this is borne out by the research, that ICSA-qualified company secretaries deliver a more rounded governance and board member service than those who have come to the role via other professional routes. As the guardians of governance, their value to organisational success is now more vital than ever.”

Andrew Kakabadse, Professor of Governance and Leadership at Henley, feels that it is now time for the company secretary role to come to the fore. “Company secretaries are the only ones with access to all relevant information, know the culture of an organisation inside out, and are attuned to the reality of what is happening on the board and in the organisation. They have only one agenda – what is best for the company and the board.”
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For further information, please contact Maria Brookes, Media Relations Manager:

+44 (0)20 7612 7062
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Notes to Editors:

1 ICSA (Institute of Chartered Secretaries and Administrators) is the chartered membership and qualifying body for professionals working in governance, risk and compliance, including company secretaries. Our members work in all sectors and at every level of seniority. With over 120 years of experience, we champion high governance standards by providing qualifications, training, high-quality guidance and support (including technical resources, publications and software), and through our work with regulators and policy makers.
Website: www.icsa.org.uk 

2 Professors Andrew and Nada Kakabadse are experts in global top team and board consulting, training and development. Andrew is Professor of Governance and Leadership at Henley Business School. His wife Nada is Professor of Policy, Governance and Ethics at Henley Business School. More details can be found at http://www.kakabadse.com/about-us 

3 The research can be viewed in full at www.icsa.org.uk/cosecreport 

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