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President’s commentary — The company secretary as change leader

The responsibilities of the modern day company secretary have evolved from being the old fashioned note-taker or ‘servant of the Board’, to one which has become increasingly important in a very complex modern world — that of board adviser. 

Even with that evolution, a company secretary should never fall into the trap of becoming static — of becoming the ‘rule enforcer’, the compliance-focused ‘box ticker’ tangling an organisation in red tape. The expectation now is far more active — to help drive change in an organisation’s governance.

Company secretaries are not only expected to keep up to speed with the latest trends and risks, but to help position the organisation to take advantage of future opportunities — and advise the board accordingly.

We have already seen this shift with the governance-focused recommendations flowing out of the banking royal commission and the new ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (which Governance Institute helped draft).

Both are recommending drastic changes to the way Australian organisations function and measure success, shifting the focus to non-traditional cultural and ethical issues such as the environment, diversity and remuneration.

They are also demanding accountability for supply chains via the modern slavery laws, new whistleblower provisions are in the Corporation Act, and various anti-bribery and corruption additions have made high quality governance frameworks even more vital.

The company secretary needs to take the lead and be that source of advice.

For all of us who have traditionally focused on financial returns to measure success, this abrupt change to producing ‘non-financial’ metrics, and being held to them, has caused praise, confusion and consternation in equal measure.

It is no coincidence that boards, their executives and their investors are all scrambling for advice. The company secretary needs to take the lead and be that source of advice.

Governance Institute has also just released part two of our banking royal commission Insights series, focused on culture specifically. It has a number of excellent pieces of advice from our policy team, partners and members, to implement these kinds of cultural changes in your organisation.

That is why I’m proud to be president of Governance Institute in a year where we these challenges are at the forefront, and we in turn take the lead to educate governance and risk professionals of every stripe with our programs and Certifications.

Governance Institute AGM: Sydney, 3 May 2019

Governance Institute’s 2018 Annual Report is now live on the website, and I also invite any members who are in Sydney on Friday, 3 May to join us for our AGM.

As well as the business of the day, we will have a social component at the end, and I would love to speak members I haven’t met before.

Rachel Rees FGIA FCIS
President and Chair

Click the link for a full list of Governance Institute Board and State Council members.

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