Role and duties of the governance lead

The  governance lead or company secretary provides essential, practical support to the directors, ensuring that statutory and regulatory requirements are met for the conduct and running of board meetings. They also ensure that statutory and regulatory requirements are met, particularly in relation to company – and where appropriate – charity law, and also with regard to the governance stipulations which form part of funding agreements.

If your organisation has a company secretary, their responsibilities include:

• Advising the board on all governance matters.
• Ensuring that board procedures are complied with, supporting the chair and helping the board and its committees to function efficiently.
• Assisting the chair in establishing the policies and processes the board needs in order to function properly. The chair and the company secretary should periodically review whether the board and the organisation’s governance processes – for example, board and committee evaluation – are fit for purpose, and consider any improvements or initiatives that could strengthen the governance of the organisation.
• Reporting to the chair on all board governance matters. This does not preclude the company secretary also reporting to the chief executive, or other executive directors, in relation to their other executive management responsibilities.
• Ensuring good information flows within the board and its committees (under direction of the chair) and between senior management and non-executive directors.
• Facilitating director/board member induction, arranging for the organisation to provide the necessary resources for board training, developing and updating its directors’ knowledge and capabilities.
• Ensuring that directors, especially non-executive directors, have access to independent professional advice at the organisation’s expense where they judge it necessary to discharge their responsibilities as directors.
• Building relationships of mutual trust with the chair, the senior independent director and the non-executive directors, while maintaining the confidence of executive director colleagues.
• Supporting the process for the board to undertake annual internal evaluation of its own performance and that of its committees and individual directors. This might also extend to a review of effectiveness of the organisation’s risk management and internal control systems including financial, operational and compliance controls.

Clearly, one need not be a formal company secretary to find that these responsibilities fall within the purview of their role. Anyone who takes the lead for governance matters in an organisation will generally assume most, if not all, of the above functions.

Download our 'Specimen Role Description for the Governance Lead' tool below to get an overview of responsibilities that could fall under the remit for this position.

Specimen role description of a company secretary or governance lead

The law does not state explicitly what the company secretary should do. In practice, however, the company secretary or other governance lead will find that their responsibilities fall into three main areas.

The board

Working with the board involves providing essential practical support to the chair and other directors, both as a group and individually, ensuring that statutory and regulatory requirements are met for the conduct and running of board meetings, and that the board has access to the information it requires.

Among the tasks relevant to achieving this are:

• establishing a formal schedule of matters reserved for decision by the board and a formal division of responsibilities between the chair and chief executive
• scheduling board meetings, assisting with the preparation of agendas
• providing guidance on board paper content, organising and circulating board papers, ensuring good and timely information flows within the board and its committees and between senior management and non-executive directors
• recording board decisions clearly and accurately, pursuing follow-up actions and reporting on matters arising; secure storage of minutes and other records
• ensuring that appropriate insurance cover is arranged in respect of any potential legal action against board members
• supporting the board on board succession planning and on the process for the appointment of new board members

As well as servicing the board, the company secretary or governance lead is likely to be responsible for organising subcommittees and acting as a channel of communication for non-executive directors. They can also assume responsibility for ensuring that board committees are constituted appropriately and have the required balance of skills, experience, independence and knowledge of the area of the organisation’s business that they are supporting.

If the organisation maintains an audit committee, the governance lead will ensure that it is fully conversant with requirements around corporate reporting, risk management and internal controls. This should include the relationship with any external auditors, particularly as regards audit quality, provision of non-audit services, recommendations for the appointment and renewal of auditors and putting the audit contract out to tender.

If the organisation maintains a remuneration committee, they will ensure that: the committee is familiar with the relevant governance codes’ provisions on remuneration, including any incentive awards; non-executive remuneration (where applicable) is determined in line with such provisions and within limits set by the governing document; any board member remuneration is appropriately approved and is disclosed in the required manner.

The duties of the governance lead are diverse, and one of the most important functions is the advisory nature of the role. The holder will stay abreast of all relevant legal, statutory and regulatory requirements and best practice, and must also be able to give impartial advice and support to the directors. This includes advising the board if it appears to be acting in breach of legal requirements or the organisation’s articles.

The company

Central to their responsibility to the company is the ensuring that statutory and regulatory requirements are met, particularly in relation to CA 2006 and related legislation governing the reporting of the activities of the company (such as filing statutory returns). They will almost certainly also be responsible for ensuring that the organisation is and remains compliant with the governance requirements put in place as part of any funding agreement with Sport England and/or UK Sport.

If your organisation is also a registered charity, it worth noting that all charities must comply with:

• the Charities Act 2011, which replaced most of the Charities Act 2006 and Charities Act 1992;
• the Charities (Protection and Social Investment) Act 2016, which strengthens the powers of the Charity Commission;
• the Trustees Acts 1925, 2000: the most recent Act concerns the powers of trustees regarding investments and delegation;
• Charity Commission regulation: requires compliance (depending on annual income) on the submission of annual returns, reports and accounts;
• the Charities Statement of Recommended Practice (SORP);
• laws on trading, political activities and fundraising; and
• regulation covering people who are disbarred from acting as trustees under legislation or the organisation’s memorandum and articles.

Organisations registered as charities should consider the appointment of someone with appropriate expertise and experience to undertake the necessary regulatory tasks including the filing of accounts required for registered charities.

The governance lead may also be responsible for ensuring the implementation and monitoring of the procedures for staff, volunteers and others within the organisation to raise concerns about possible improprieties or issues of conduct in a range of matters.

The shareholders/members

The third essential area of responsibility for the governance lead is acting as the primary point of contact for all shareholders or members. They will hold principal responsibility for the maintenance and management of records, such as the register of members, and organising shareholder/member-related events, such as producing and publishing the annual report and accounts, and coordinating and issuing notice of general meetings. The company secretary or governance lead will also have responsibility for voting procedures at general meetings, including proxy voting and electronic voting.

Events such as general meetings provide a formal focus for relations with members. However, the organisation may also use a variety of communication tools to engage and consult with members more informally – for example, in developing new formats or programmes. While the company secretary may not be the focal point on these occasions, it is still valuable to maintain their involvement to be sure of meeting regulatory duties, such as data protection and information management.

Additional responsibilities

Compared to the core duties already discussed, those which the company secretary or governance lead commonly undertakes in areas such as accounting, property, pensions and insurance management may not be considered to be core responsibilities. However, such functions will frequently take up a substantial proportion of the postholder’s time and their importance should not be underestimated.

The professional background, previous work experience and general personal capabilities of the individual will often dictate the nature and scope of these additional responsibilities, as will the nature of the organisation’s activities. For example, someone with a legal background is more likely to specialise in litigation and an accountant is more likely to manage a treasury function. A Chartered Secretary, being specifically trained for the role, is more likely to assume additional responsibilities such as property management, pensions and insurance matters. However, these are merely examples and, in practice, there are very few areas which are the exclusive preserve of any category of professional. Many company secretaries will be involved in one or more of the following activities outlined in the table below, many of which cross over between the headlined categories.

For a more in-depth analysis of the role of the governance professional, check out the 'Competency Framework for Governance Professionals' tool below. This report, originally published in 2018 by The Chartered Governance Institute (then ICSA), defines the behaviours required for success in a company secretarial or governance professional role. 

Competency Framework For Governance Professionals