The recent IoD Ireland event for Company Secretaries explored how their profession is adapting to regulatory changes, leveraging AI, and providing value beyond traditional administrative duties.
The role of company secretary is a position of significant importance within corporate governance structures.
The primary responsibilities of this role encompass overseeing the company's day-to-day administration and ensuring compliance with legal requirements and the company's own regulations.
The role requires a comprehensive understanding of corporate law, meticulous attention to detail, and the ability to manage a diverse range of administrative and governance responsibilities.
From administrative go-between to corporate governance lynchpin, the role of the company secretary for all companies is ever evolving.
Increasingly, the chair of the board looks to the company secretary to advise them not only on matters of compliance but for effective working of governance practices at board level.
With increasing regulation and technological advancements, how can a company secretary provide exceptional value to their organisations?
The issue was explored at a recent Institute of Directors Ireland (IoD) event where four experienced company secretaries shared their insights in a lively panel discussion.
The panellists included Maureen Carolan, Board Governance & Company Secretary, PTSB; Liam O'Riordan, Company Secretary, Gas Networks Ireland; Emma Dignam, Company Secretary and Head of Governance, Aon; and Conor Gouldson, Group Company Secretary, AIB.
The Expanding Role of Company Secretaries
The panelists concurred that the role of the company secretary has evolved dramatically in recent years, extending far beyond the boardroom.
There is increased awareness of governance needs throughout organisations, and the company secretary's skills are being leveraged more broadly.
The governance aspect of the role has grown hugely, along with the influence of the position. PTSB’s Maureen Carolan noted: "What I've been seeing is the filtering down of the awareness of the need for governance throughout the organisation. The company secretary’s skills and experience are being leveraged to make sure that that governance throughout the organisation is robust. What we need to make sure is that there is clarity around roles and responsibilities. Who exactly is responsible and at what level?”
AIB’s Conor Gouldson said that in his 25 years in the company secretary role, the role has become more specialised. “Decades ago, all sorts of things were thrown on the desk of the company secretary,” he recalled. “I've seen company secretaries responsible for such disparate areas as investor relations, insurance, updating the website, internal audit, and compliance. That just couldn't happen today because the respect there is there for governance just wouldn't allow it. The governance aspect of the role has expanded hugely. When I started out, it was the board and board committees. Now it also encompasses management and executive committees, and the company secretary plays a very important role with oversight of all of it. That's a big change.”
According to Liam O’Riordan of Gas Networks Ireland, the calibre of board members on all boards continues to improve, requiring company secretaries to have a solid understanding of the organisation from financial, regulatory, legal, and other perspectives. “You might find that in between board meetings, board members will approach you with a query, and you have to be able to access the information to help with the answer,” he said.
Aon’s Company Secretary and Head of Governance Emma Dignam said that many company secretaries now have a seat at the table. “Not at the table to take the minutes, but at the table as part of the of the C-suite,” she explained. She added “the title ‘Chief Governance Officer’ is being used more widely and reflects the much expanded and increasing importance of the role”. Another change she has seen is the ability for company secretaries to switch industries with relative ease. “The company secretary role is industry agnostic and the skills required to perform the role are highly transferable and desirable.”
One of the ongoing challenges for company secretaries is staying abreast of various reforms, developments in the organisation, and new regulations. Maureen Carolan noted that company secretary role requires a certain personality. She explained: “One of the ways to stay on top of emerging legislation and regulation is to make sure that you have a close working relationships with regulatory, compliance and legal colleagues for the purposes of information sharing and to stay informed. Industry bodies such as the Institute of Directors also offer a broad array of valuable information.”
Conor Gouldson and Liam O’Riordan suggested that networking among peers is very important. “You'll find that people are more than willing to share their views and assist if you are unsure about something,” said O’Riordan. “Keeping abreast of change is important, as there is always change happening from a governance perspective.”
Building Relationships with the Board
Company secretaries are also charged with ensuring that board directors understand their roles and responsibilities.
Liam O'Riordan commented that the company secretary has “a pivotal role” to play in relationship building with the board. “You need to build a relationship with the directors from the get-go,” he added. “They need to understand that you are somebody they can trust and can confide in if they have an item that they want to raise."
Emma Dignam said that as part of her role, she helps executive directors understand their broader board responsibilities in contributing to the success of the company as a whole which extends “beyond the part of the business they are solely responsible for”.
Maureen Carolan noted that there can be a learning curve for INEDs. “It can be a tough transition as a newly appointed board member, and it provides a coaching opportunity for the company secretary and the chair to support the onboarding of the INEDs”.
Conor Gouldson also agreed: “Induction is the moment for a company secretary to really build trust and smooth the individual’s passage onto the board. We all take feedback from people we trust, and a new director will take feedback from a trusted advisor such as the company secretary.”
Director Induction and Continuous Learning
Liam O'Riordan also stressed the importance of director induction.
“I think for new board members in particular, don't be afraid to ask a question, no matter how trivial you think it is. After the induction, it is a great opportunity for the company secretary to reach out to a new director to see if there are any specific areas they want to learn more about. Are there any members of the executive team they want to have a one-to-one with to gain more knowledge of the organisation?”
He added: “A lot depends on the personalities you may be dealing with. Some directors are very detail orientated, others less so, and it's trying to balance that. When you have new people appointed to a board, especially if you have more than one appointed at the same juncture, the dynamics around the table could change and providing various levels of support is required”.
Emma Dignam added that strategies for continuous learning and development for boards should include ‘training the trainers’ and utilising internal expertise (where it exists). She added that the company secretary is key in “developing and maintaining a board skills matrix which will help boards understand where knowledge gaps exist, identify training and development needs and enable appropriate training programmes to be developed”.
Maureen Carolan’s experience is that independent non-executive directors appreciate training and development. “I find that board members want to be the best they can in the role,” she said. “There are a few different sources for identifying the training needs of Board members: the skills matrix, strategy sessions, mandatory training, and board effectiveness reviews. Spotlights at board meetings can be really useful because they are slightly more interactive, and board members can learn in bitesize chunks."
The company secretary also plays a role in preparing for the appointment of new directors by maintaining a skills matrix for the board, clearly defining the categories of skills required and the proportion of board members who should be proficient in each area.
Technology and AI: Opportunities and Challenges
The panel discussion also touched on how technology has changed the company secretary role and the potential impacts of AI.
The benefits of existing technology identified were video conferencing to enable remote board participation; messaging apps allowing for quick communication with directors; streamlining processes with electronic signatures; and board portals and digital board packs.
Conor Gouldson highlighted how technology has improved board responsiveness: “When I think about 20 years ago, what it took to get quick decisions out of a board, the change has been really fantastic.”
The panellists also noted challenges and limitations with AI. There are concerns about confidentiality and data security, and questions about accuracy and reliability. All the panellists expressed the hope that AI would be “an enabler and an enhancement to what we do" that could potentially eliminate repetitive administrative tasks.
However, the panel agreed that boards are generally not yet comfortable with recording meetings or using AI for minute-taking. Reservations were raised about AI’s inability to capture nuance and "read the room", as well as the potential to change board member behaviour if meetings are recorded. Overall, the panellists were cautiously optimistic about AI's potential while emphasising the continued need for human judgement and relationship skills in the role.
Reflecting on the panellist insights, Caroline Spillane CDir, Chief Executive Officer, Institute of Directors Ireland, noted that the role of the company secretary has evolved significantly in recent years, expanding beyond traditional administrative duties to become integral to effective corporate governance. IoD Ireland is committed for Ireland to become a leader and an exemplar of good corporate governance,” she added. “The company's secretary role has become ever more integral to organisations, and IoD Ireland is here to support the profession, whether through individual membership, external board evaluation support, bespoke board development initiatives, short programmes and workshops. We welcome company secretaries to be part of a community of business leaders and directors that want to raise governance standards in Ireland.”
