How Does the Company Secretary Create Corporate Value: A UK and Transnational Perspective

Friday, 3 July 2015: 8:30 AM-10:00 AM
CLM.3.06 (Clement House)
Joseph Lee, University of Exeter Law School, Exeter, United Kingdom
The role of the company secretary has evolved from a corporate servant to a corporate officer who not only assumes legal obligations to monitor corporate affairs but also takes part in the management of the company to incentivise the board to create value. Corporate secretaries’ legal and management powers have increased through changes in the global corporate ecosystem in which shareholders and non-executive directors play an increasingly critical role in managing corporate affairs. Greater corporate accountability to society has also made the company secretary’s role transcend purely administrative functions. However, with this greater power comes greater responsibility, as demonstrated by organisations’ general counsel assuming the role of company secretary. Increasingly, a company’s secretarial service comes under the umbrella of legal affairs within the company structure. Through hard law and soft law, an expectation has developed that the company secretary, as a company officer, should be independent. Independence is required for the company secretary to implement procedures required by law and provide advice and training to non-executive directors to perform their duties. In a global context, it will be increasingly challenging for company secretaries across different jurisdictions to work together to create synergies.