Bothwell P. Nyajeka
ONE of the questions I am frequently asked during board advisory assignments is whether the company secretary is part of the board. The answer is an emphatic yes.
The company secretary is a senior corporate executive whose specific duties are detailed elsewhere in this article. The company secretary serves as the primary liaison between the board of directors, management, shareholders, government and other stakeholders.
While a company secretary may not have voting rights as a director, he/she is nevertheless an integral part of the board. In fact, many boards would struggle to function effectively without a competent and trusted company secretary. The role sits at the heart of board effectiveness, governance, communication, compliance and institutional memory.
The company secretary is the unsung hero of corporate governance.
At its core, the company secretary’s role is to communicate and ensure that directors collectively adhere to the legal and governance responsibilities attached to their positions. Regulatory compliance is a significant part of the role and, as a result, it is a position that demands an exceptionally high degree of trust.
Section 172 of Zimbabwe’s Companies and Other Business Entities Act requires every company to have a company secretary. The secretary may be a natural person aged 18 years or above and ordinarily resident in Zimbabwe, or a company with at least one member or director ordinarily resident in Zimbabwe who accepts responsibility for carrying out the secretarial functions.
Technically, anyone can become a company secretary. However, in Zimbabwe there has traditionally been a preference for individuals with legal, accounting or governance backgrounds.
Regardless of one’s profession, specialised company secretarial training is highly recommended. Such training provides the structure, frameworks and practical tools required to perform the role effectively.
Continuous professional development is equally important. Company law, corporate governance codes, stock exchange requirements and regulatory expectations continue to evolve. A company secretary who does not continuously update his/her knowledge risks becoming ineffective in supporting the board.
Historically, the company secretary was viewed primarily as an administrator responsible for ensuring that the company complied with statutory requirements. In addition, a good company secretary was the person who quietly ensured that the board operated efficiently, agendas were properly structured, board papers were distributed on time, resolutions were appropriately recorded and governance processes were followed.
These remain important responsibilities today. They form the foundation upon which corporate governance is built.
However, boards have evolved and now operate in a far more complex environment than they did, say, 20 years ago. Directors now face increased scrutiny from regulators, shareholders, investors, employees and other stakeholders. As a result, the company secretary has increasingly become a governance leader rather than merely an administrator.
Today, the company secretary serves as a trusted advisor to the board and particularly to the board chairperson. The role now involves helping to ensure the smooth functioning of the board, advising on governance matters, coordinating board activities and ensuring directors are adequately informed to make sound decisions.
To fulfil this expanded role, technical knowledge alone is not enough.
The modern company secretary must be an excellent communicator and an attentive listener. They interact with directors, executives, regulators, shareholders and external advisors. They must often communicate difficult messages while maintaining strong professional relationships.
Because of the confidential nature of matters discussed in boardrooms, integrity is key.
Company secretaries are frequently exposed to highly sensitive information relating to strategy, acquisitions, succession planning, executive performance, shareholder disputes and regulatory investigations.
The company secretary’s role also requires discretion, emotional intelligence and professional maturity. Directors must feel comfortable seeking guidance from the company secretary and discussing concerns in confidence.
Boardrooms are also places of human interaction. Different personalities, competing priorities, strong opinions and varying professional backgrounds create complex dynamics. A skilled company secretary must be able to read the room, understand relationships and navigate boardroom politics without becoming political themselves.
The company secretary must remain independent while maintaining productive relationships with both directors and management. They must support the chairperson without becoming aligned to any particular faction. They must advise firmly while remaining respectful.
Another critical responsibility is managing the flow of information between management and the board. Boards rely on accurate, timely and relevant information to discharge