Level of appointment

The precise role which the governance lead occupies will depend to a large degree on the individual organisation, the complexity of its business and governance structure and the resources it can dedicate to this function.

The governance lead of a sports organisation may be a dedicated position within the organisation, paid or unpaid and it may be a role that is combined with other duties. For organisations of a certain size, with sufficient resources and appropriate legal status (registered charity, incorporated company), the role is likely to not be combined with other duties and may be a formal company secretary position. However, this role is evolving across sectors. Sports organisations are not excepted from this and may find the role of secretary needs to be broad and comprehensive, yet with sufficient flexibility to match available skill sets and capacity.

The position of company secretary

Prior to the Companies Act 2006, all private companies were required to appoint a designated company secretary. In 2008 this requirement was removed unless it is stated in the organisation’s articles of association. While new companies are no longer required to have a company secretary, it does remain an option for those organisations wishing to appoint one. In most situations it is advisable that a separate and discrete position is retained in order to ensure the highest standards of good governance and compliance.

The company secretary is defined in the Companies Act as an officer of the company. In the event that the company is in breach of a requirement in the Act which gives rise to an offence, then any officer who authorises or permits or participates in the breach, or fails to take reasonable steps to prevent it, may be prosecuted for the offence.

The company secretary, as an officer and agent of the company, owes fiduciary duties to the company:

• to act in good faith in the interests of the company;
• to avoid conflicts of interest; and
• not to make secret profits from dealings for or on behalf of the company.

If your sports organisation is a company limited by guarantee and is in the process of changing company secretary, have a look at our checklist below for a breakdown of exactly what needs to be done. 

Change of company secretary checklist

Regardless of whether they are appointed as a company secretary, the governance lead occupies a strategic position of some influence within an organisation. They will take responsibility for the organisation’s adherence to legal and regulatory requirements, providing robust and trusted advice to both the board and the executive team. They will advise the chair and the board on the implementation of policy. They can also act both as the conscience of an organisation by advising on ethics of a decision and its impact on reputation and culture and as a significant element in the corporate memory of an organisation as they may be in post for longer than term-limited board members.