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.

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 c

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