Responsibilities within the Governance Space: A Study of the Role of the Company Secretary on Contemporary Boards

40 Pages Posted: 13 May 2019

See all articles by Robyn McKenzie

Robyn McKenzie

Queensland University of Technology - School of Accountancy

Larelle Law Chapple

QUT School of Business; Financial Research Network (FIRN)

Elisabeth Sinnewe

Queensland University of Technology

Sarah Osborne

Queensland University of Technology

Date Written: April 13, 2019

Abstract

Purpose - The purpose of this study is to investigate the role including the formal and informal activities of company secretaries on contemporary Australian boards, which has expanded with the increased liability of company secretaries.

Design/methodology/approach - This study utilizes eleven in-depth semi-structured interviews with company secretaries of organizations in the public, private, and not-for-profit sectors to examine the importance of organizational dynamics, boundary spanning capabilities, and skills necessary in the role construction of company secretaries as senior officers.

Findings - The company secretary accommodates the expansion of responsibilities from administrator to strategic advisor by using informal activities and developed social skills. Dual-role company secretaries (those combining the legal counsel or chief finance officer function in non-profit and government organizations) are acutely aware of setting the boundaries of responsibilities. The use of informal working spaces opens up the possibility for the company secretary to provide further influence as the organization’s gatekeeper.

Research limitations/implications - The number of interviews possibly limits this study; however, in the eleven interviews totaling over eight hours of data, participants made profound reflections on their particular role with their overall experiences well reflected in the commentary.

Practical implications - Participants discussed the expanded skill set required to effectively support individual board members, specifically dealing with the chair and CEO. Company secretaries also require higher order social skills of emotional intelligence and diplomacy attributes for their roles. Given the increased responsibility space of company secretaries, regulatory requirements for a formal corporate governance officer qualification may be needed.

Originality/value - This study expands the spatial-behavioural dynamics framework by McNulty & Stewart (2015) by examining role construction differences across sectors and the major internal and external influences that shape the company secretary role construction.

Keywords: board of directors, boundary spanning, company secretary, corporate governance, governance space

JEL Classification: G34, M49

Suggested Citation

McKenzie, Robyn and Law Chapple, Larelle and Sinnewe, Elisabeth and Osborne, Sarah, Responsibilities within the Governance Space: A Study of the Role of the Company Secretary on Contemporary Boards (April 13, 2019). Available at SSRN: https://ssrn.com/abstract=3338309 or http://dx.doi.org/10.2139/ssrn.3338309

Robyn McKenzie

Queensland University of Technology - School of Accountancy ( email )

2 George Street
Brisbane, Queensland 4000
Australia

Larelle Law Chapple

QUT School of Business ( email )

GPO Box 2434
Brisbane, Queensland 4001
Australia

Financial Research Network (FIRN)

C/- University of Queensland Business School
St Lucia, 4071 Brisbane
Queensland
Australia

HOME PAGE: http://www.firn.org.au

Elisabeth Sinnewe (Contact Author)

Queensland University of Technology ( email )

2 George Street
Brisbane, Queensland 4000
Australia

Sarah Osborne

Queensland University of Technology ( email )

2 George Street
Brisbane, Queensland 4000
Australia

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