The board of directors’ power to appoint and remove a company secretary from office by majority vote, together with the unique governance position held by the company secretary as liaison between the chair and the full board of directors, provides an interesting basis to review behavioural dynamics impacts on board processes.
This article investigates the role, the formal/informal activities and challenges of company secretaries on contemporary Australian boards. It is based on interviews with Australian company secretaries and found that increased regulation of board transparency has expanded the role. The importance of organisational dynamics and the interplay of the company secretary as a senior officer with boundary-spanning capabilities are explained in this article. The skills necessary in role construction to progress effective gate-keeping governance are described for practical application.1
