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With the increasing focus in the recent years on corporate governance the role of the company secretary has grown in importance.

The corporate secretary is now the primary guardian of corporate governance in any organisation. Through advisory the secretary is tasked with steering a company in the right direction.

The company secretary has an important responsibility in the company administration and he or she therefore plays a three-fold role as a senior statutory officer, co-ordinator and as an administrator. The company secretary serves as the focal point for communication. Often the secretary is the confidante and counsellor to the board of directors, chief executive officer and members of senior management. He or she is accountable not only to the company but also to its stakeholders.

As one of the organisation’s principal officers the company secretary is responsible for the strict compliance with various provisions of the Companies Act and best practices on corporate governance and leadership. A corporate secretary also holds a high administrative position in the company and it is his or her duty to ensure that the policies and decisions of the board are effectively implemented.

The corporate secretary is also the vital link between the company and all its stakeholders including employees, shareholders, Government and regulatory agencies. Basically he or she is a business manager and an important adjunct in corporate management hierarchy. Hence it is the secretary’s responsibility to take part in the formulation of both long and short term corporate policies, maintaining of statutory books and records, also to continuously ensure compliance with legal and procedural requirements under various enactments for effective corporate governance.

Company secretaries should have a holistic view of the governance framework. Hence they should remain vigilant to emerging issues of importance in the corporate world through regular platforms that include social networks. And to also take part in corporate governance indaba conferences and secretary training workshops offered by companies such as the Zimbabwe Leadership Forum. This is where they acquire and share knowledge and wisdom as to how others are handling governance problems. This will certainly be a support pillar in the drawing up of governance solutions to the new dispensation in Zimbabwe.

More specifically, chapter 3 of the National Code on Corporate Governance (“ZimCode principle”), clause 132 notes that a company secretary plays a pivotal role in the corporate governance of a company. He or she is the gate-keeper of good corporate governance and for this reason the board should appoint a suitably qualified, competent and experienced company secretary capable of maintaining a cordial but arm’s length relationship with the members of the board at a personal level.

Principle 135, further asserts that the board should be aware of the company secretary’s duties and should empower the company secretary to properly fulfil those duties. Of late, directors have been side-lining corporate secretaries and this is the reason why corporate scandals were on the rise. Therefore company secretaries should take their position seriously as governance advisors and they should stop settling for the less controversial role of managing meetings and compliance.

They should exercise their rights so that their voice is heard and be able to act efficiently whenever they have suspicions of any misconduct within the organisation.

Principle 184 of the Zimcode recommends that the company secretary should work with the nomination committee to ensure that the procedure for director appointment is complied with. He or she should also assist in the proper induction, orientation, ongoing training and education of directors thereby assessing their individual training needs.  Consequently, it is the chairperson’s obligation to encourage and support continued professional development and trainings for the corporate secretary.

The growing importance placed on corporate governance has enhanced the role of a company secretary. The Zimbabwe National Code on Corporate governance sees the secretary as a resource for the whole board. All directors should have access to the advice and services of the company secretary. The secretary should build effective working relationships with all board members by offering impartial advice and acting in the best interests of the company.

The company secretary plays a leading role in good governance by helping the board and its committees to function effectively and in accordance with their terms of reference and best practices.  For this reason the corporate secretary can also be held accountable for corporate scandals just as the company directors.  Hence this calls for all company secretaries to step and act responsibly in executing their duties.

This article is prepared by Zimcode (Joint Secretariat of ZIMLEF, IoDZ & SAZ). For more information on the Zimcode contact: [email protected]