Unsung power: the strategic role of the Company Secretary

By Nqobani Mzizi

A board’s effectiveness is often judged by the calibre of its directors, the quality of their decisions and the outcomes they deliver. Yet behind every well-functioning board is an unsung enabler: the Company Secretary (CoSec). Far from being a mere administrator, the CoSec is the custodian of governance, the interpreter of legislation, and the quiet force that holds the board together. Their influence shapes not only how the board operates but also how it aligns with its regulatory and ethical obligations.

While the statutory duties of the CoSec may include minute-taking, maintaining records, and certifying compliance with rules and legislation, the role goes far beyond these functions. A proficient CoSec provides ongoing governance advisory to the board and its committees, facilitates director induction and training, and ensures that board performance evaluations are both credible and constructive.

In South Africa, the Company Secretary's role is well entrenched in the Companies Act (No.71 of 2008), which provides a statutory foundation for their appointment, duties and liabilities. The Act mandates that every public company must appoint a Company Secretary who is suitably qualified and experienced, and who must remain accountable to the board as a whole.

Further reinforcement comes from King IV, which elevates the CoSec's responsibilities beyond compliance, positioning them as an architect of ethical and effective governance practices. Principle 10 underscores their critical role in ensuring board efficiency, mandating that they serve as a central source of guidance on governance, legislation, and ethics. It also emphasises the importance of independence, calling for a direct reporting line to the Chairperson and the Board, affirming their role as an officer of governance rather than a tool of management.

For listed companies, the JSE Listings Requirements add another layer of accountability. These require the board to consider and confirm annually that the CoSec has the competence, qualifications and independence to perform the duties effectively. This annual assessment underscores the strategic and technical nature of the role, while creating a measure of public accountability.

Together, these frameworks have helped professionalise the role of the Company Secretary, placing it at the heart of corporate governance, supporting board effectiveness and ensuring compliance. They also create the necessary conditions for them to serve as a neutral yet influential advisor, capable of navigating the complex terrain between boardroom, regulators and shareholders.

A modern CoSec must balance professional detachment with organisational immersion. While appointed by the board, they often operate within executive structures, making their independence, credibility and reporting lines critical. Far from being abstract, these frameworks empower CoSecs like Thabani Jali and Ann Fiona Maskell to redefine governance in practice.

Thabani Jali, who served as Group Company Secretary at Nedbank before advancing to a senior governance leadership position of Chief Governance and Compliance Officer, exemplifies the evolving role of the CoSec in large, complex financial institutions subject to intense regulatory scrutiny. During his tenure, Jali embedded a culture of ethical leadership and robust compliance that resonated across the organisation.

He was known for elevating the role of the CoSec from operational support to strategic influence, helping the board to integrate governance into its decision-making processes. His leadership demonstrated how a fully empowered and trusted Company Secretary can shift an organisation toward long-term sustainability. Jali also played a visible role in shaping Nedbank’s stakeholder engagement and integrated reporting approach, both of which are now seen as benchmarks in the sector.

If Jali illustrates the strategic reinvention of the CoSec in a large listed bank, Ann Fiona Maskell shows what sustained, quietly tenacious governance looks like inside a specialist insurer that answers both to South African regulators and a German-headquartered parent. Over almost two decades she has stewarded Munich Re Africa through Solvency II-style capital regimes, multiple IFRS updates and the transition to the Insurance Act, all while keeping the board focused on risk culture.

Her hallmark contribution has been an integrated solvency-and-risk dashboard that lets directors see capital adequacy, conduct findings and emerging climate-related exposures on a single page, now used as a template across the group’s African subsidiaries, as cited in Munich Re’s 2022 Integrated Report.

These examples highlight not only the versatility of the CoSec role but also the fortitude, adaptability and credibility required to execute it effectively. The challenges are significant: unclear reporting lines, inadequate independence, the complexity of ever-evolving regulatory demands and sometimes a lack of board appreciation for the CoSec’s strategic value. Yet when the role is respected and well-resourced, the benefits for governance and board performance are immense.

The strategic importance of the CoSec role cannot be overstated. It helps to align the board’s work with best practice governance and is often the last line of defence against procedural missteps. A well-supported and independent CoSec can raise red flags, ensure that proper processes are followed, and uphold ethical standards even in the face of resistance. Conversely, a marginalised or underqualified CoSec can render the entire governance system vulnerable.

Ultimately, the Company Secretary is not just an administrator of meetings or a keeper of registers. They are a guardian of governance integrity, a strategic partner to the Chairperson and a resource for directors. Boards that invest in the capabilities and independence of their CoSec are better positioned to steer organisations through complexity and uncertainty.

To stimulate reflection and discussion in boardrooms across sectors, I leave readers with four questions:

1. Does our Board fully understand and support the strategic value of the Company Secretary?

2. Are we providing the CoSec the independence and access they require to discharge their duties?

3. How does our CoSec facilitate continuous director development and governance maturity?

4. In what ways does the Company Secretary protect the integrity of board processes?

The answers to these questions could determine whether the board is merely functional or truly effective. Boards that dismiss these questions risk governance performativity oversubstance.

* Nqobani Mzizi is a Professional Accountant (SA), Cert.Dir (IoDSA) and an Academic.

** The views expressed do not necessarily reflect the views of IOL or Independent Media.

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