Company secretary vs risk manager vs governance professional — what is the difference?

What is a company secretary?

As the conscience of the company, the company secretary holds a unique position as the link between the board and shareholder members and between employees and the board. The company secretary plays a key role in designing and implementing the company’s ethical and legal framework and policies.

One of the primary roles of the company secretary is to help the company and the board tackle ethical questions such as, whether the company ought to pursue certain courses of action, regardless of whether they are legally feasible.

A company secretary’s other responsibilities include:

  • providing advice in relation to the requirements of the Corporations Act and other corporate laws and regulations as well as the entity’s constitution (rules, regulations, bylaws)
  • advising the board, and individual directors, on corporate governance principles and plans, and the implementation of corporate governance programs
  • ensuring the business complies with all of its statutory requirements.

Want to learn more about the role of a company secretary?

The Graduate Diploma of Applied Corporate Governance provides you with comprehensive knowledge and practical skills in good governance. This is the only course in Australia that leads to the international designation of Chartered Secretary.

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What is a risk manager?

Often when people think of a risk manager, they think of a number cruncher. Someone who is an expert at statistics, probability and has magic formula for calculating risk.

There is much more to the role however. A risk manager is a master at planning, processes and contingency. The Risk Doctor — David Hillson, defines a risk manager as simply someone who sets out to answer six basic questions.

What am I trying to achieve?

This is about setting your objectives, and understanding your scope.

What might affect me?

This is about identifying your risks, uncertainties and any future events that are likely to occur. These can be negative risks or positive opportunities.

Which of the things identified above are most important?

This is about assessing risks in terms of their likelihood and expected impact.

What should you do about it?

Is there a way to mitigate, prevent or reduce the likelihood and impact of a risk?

Did it work?

No plan is complete without confirmation of its effectiveness. A risk manager evaluates the success of their plans and makes suggestions for improvement.

What has changed?

A business's operating environment is constantly changing. A good risk manager does not set and forget their plans. They monitor the environment and adapt to change as they come.

Want to learn more about the role of a risk manager?

The Gradate Certificate of Applied Risk Management is a comprehensive course, designed to provide you with knowledge and skills that can be practically applied in the workplace. You will gain a solid understanding of risk management frameworks and compliance principles at both an organisational and global level.

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What is a governance professional?

While a company secretary is a specific type of governance professional, there are many other types of governance professionals and a person’s title and role will vary depending on the individual circumstances and needs of each organisation. Common examples of governance professionals include chief executive officers, board members, general counsels, chief financial officers, chief governance officers and legal consultants or advisers.

Governance Institute defines governance as encompassing the system by which an organisation is controlled and operates, and the mechanisms by which it, and its people, are held to account. Ethics, risk management, compliance and administration are all elements of governance.

So in essence, a governance professional is someone who:

  • leads and advises on best practice in governance and compliance
  • champions the compliance framework to safeguard organisational integrity
  • promotes and acts as a ‘sounding board’ on standards of ethical and corporate behaviour
  • balances the interests of the board (or governing body), management and other stakeholders.

Governance professionals have a significant impact on the level and quality of corporate governance and governance culture within an organisation, including a pivotal role in assisting the organisation achieve its vision and strategy.

Want to learn more about the role of a governance professional?

The Graduate Diploma of Applied Risk Management and Corporate Governance is an accredited course that draws from real cases and practical examples to give you hands-on knowledge and experience. You’ll learn the importance of risk management in effective governance, and how to implement best practice.

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