Governance codes and companies acts around the world agree on one point boardrooms keep quietly ignoring: the board secretary answers to the board, not to management

There is a small sentence, heard in boardrooms on every continent, that can expose a very large governance problem: the board secretary reports to the chief executive. Administratively, that statement may contain a practical truth, since the secretary may sit on the payroll, use executive office facilities, and communicate constantly with management. But from a governance perspective the statement is dangerously incomplete. Across jurisdictions and governance codes, from London to Johannesburg, Singapore to Sydney, Accra to Delhi, the underlying principle is remarkably consistent: in matters concerning the board, the board secretary serves the board and works principally through the chairperson, not through the chief executive whose own performance that board exists to oversee. The distinction concerns independence, information, power and accountability, and ultimately whether the boardroom remains capable of governing management rather than gradually being governed by it.

The Codes Agree More Than Anyone Admits

Strip away the jurisdictional language, and company law and governance codes worldwide converge on the same architecture. The UK's Financial Reporting Council Corporate Governance Code recognises the company secretary as central to board effectiveness and states that all directors should have access to the secretary's advice, given through the chair, on governance matters. South Africa's King governance codes describe the company secretary as a crucial adviser to the governing body, requiring an arm's-length relationship with both board and executives. India's Companies Act, 2013 places statutory compliance and board-support duties on the company secretary as a key managerial personnel role accountable to the board. Singapore's Code of Corporate Governance and Australia's ASX Corporate Governance Principles both position the company secretary as accountable to the board through the chair on all governance matters, while numerous African jurisdictions, including Ghana under its Companies Act and Securities and Exchange Commission Corporate Governance Code, place equivalent duties squarely within board governance rather than executive administration. The wording differs; the architecture does not.

Not Management's Note-Taker

The word secretary can mislead. In ordinary usage it once meant someone managing correspondence and diaries for a superior. The modern board secretary or company secretary is a distinct governance office, not merely the person who brings the minutes but the person who helps ensure the machinery producing those minutes is lawful, orderly and institutionally sound.

NyansaKasa (Words of Wisdom): The board secretary does not merely record what happened in the room; the office helps protect how the room is governed.

A competent board secretary should understand corporate law, governance codes, board procedures, conflicts of interest, directors' duties and the distinction between matters reserved for the board and matters delegated to management. Governance codes worldwide expressly require appropriate qualifications and experience for the role, because this is governance infrastructure, not administrative shorthand.

Why The Distinction Matters More Than It Appears

Consider who typically coordinates the board agenda, receives proposed papers, circulates board packs, drafts minutes and tracks conflicts of interest. Now imagine that person feels professionally dependent on the chief executive for appraisal, promotion or continued employment. An apparently minor reporting-line issue quickly becomes an independence issue. If management prefers to keep an uncomfortable subject off the agenda, can the secretary safely alert the chair? If a director wants a dissenting view accurately minuted, will it appear? Structural independence matters even when everyone involved is entirely honourable, because good governance builds systems that remain sound when personalities eventually change.

The Board Pack As A Quiet Instrument Of Power

Governance is often shaped before a meeting even starts. Who decides what enters the board pack, how early papers are circulated, and whether difficult items are pushed to the end of a long agenda is not an administrative detail but a governance matter in its own right. A board deprived of timely, complete and balanced information cannot exercise meaningful oversight, and a director cannot challenge what the director never receives.

NyansaKasa (Words of Wisdom): The person who controls what enters the room may quietly influence what the room can decide.

This is why the board secretary must be able to deal directly with the chair and directors on board business. If every governance communication must first pass through management, the board risks becoming intellectually dependent on the very executive structure it exists to supervise.

Why Governance Codes Separate Chair And Chief Executive

Most major governance codes reflect a related and now familiar principle: except in limited, disclosed circumstances, the chairperson and chief executive roles should not be held by the same person, and the chair should ensure the board acts as a genuine check on management decisions. If the board secretary's governance role becomes effectively controlled by the chief executive, that separation is weakened by the back door even while it is preserved at the front, regardless of which jurisdiction's code is framed on the wall.

NyansaKasa (Words of Wisdom): There is little wisdom in separating the referee from the captain if the captain still decides when the whistle may be blown.

Not A Call For Confrontation

None of this means the board secretary should become an adversary of the chief executive or an alternative centre of power. The relationship between chair, chief executive and secretary should remain collaborative and mature in every jurisdiction. A first-class board secretary often becomes the bridge connecting both sides, but a bridge must serve both banks without belonging to either.

NyansaKasa (Words of Wisdom): The bridge serves both sides of the river, but wisdom does not therefore describe it as belonging to whichever traveller shouts loudest.

Public Institutions Face Particular Exposure

The issue can be even more sensitive in public-sector and state-owned entities worldwide, where boards may be reconstituted as governments change while secretaries remain permanent employees of the same institution. If a chief executive can effectively influence the continued employment or performance rating of the officer facilitating independent board oversight of that same chief executive, an obvious structural tension arises, regardless of anyone's intentions or which country's statute applies. Good governance means recognising such vulnerabilities before they become scandals, not after.

Minutes Belong To The Board, Not To Management's Memory

Minutes are the institutional memory of board deliberation, not a public-relations document, whether in a listed company in London or a state enterprise in Lagos. They must accurately capture decisions, reasoning, conflicts and, where relevant, dissent, even when a chief executive or chair might prefer a discussion framed more favourably.

NyansaKasa (Words of Wisdom): When tomorrow's accountability comes looking for yesterday's truth, the minutes may be the only witness still sitting in the room.

Nor Should The Chair Capture The Secretary

The argument cuts both ways. Functional accountability to the chair does not mean the secretary becomes the chairperson's personal aide, since that would simply replace one governance problem with another. Minutes must not be shaped to flatter the chair, and agenda access must never become a tool for suppressing legitimate director concerns.

NyansaKasa (Words of Wisdom): Moving the key from one private pocket to another does not make the door institutional.

The Cost Of Getting This Wrong

Corporate history offers sobering illustrations, drawn from multiple jurisdictions, of what happens when boards become overly dependent on management for information. Enron's collapse in the United States remains a classic case study in weak board oversight and information asymmetry; Wirecard in Germany demonstrated how impressive reported performance can coexist with severe governance and audit failure; and Steinhoff, listed in both Frankfurt and Johannesburg, inflicted losses across multiple jurisdictions for similar underlying reasons. No single officer could have prevented these failures alone, but each shows that boards everywhere need independent information channels and the genuine ability to challenge management; without them, management dominance can grow silently even as meetings continue and minutes are still produced.

NyansaKasa (Words of Wisdom): A board meeting is not proof of board governance, just as sitting in a kitchen does not prove that dinner is being cooked.

What Boards Everywhere Should Do Differently

Boards should explicitly document the board secretary's reporting relationship in the board charter and appointment terms, and the secretary should retain unrestricted access to the chair, committee chairs and directors on board-related matters. The board itself, rather than management, should determine the secretary's governance responsibilities and participate meaningfully in appointment, evaluation and remuneration decisions, consistent with the applicable companies act and listing or governance code. Where the secretary also performs executive or administrative duties, the two reporting lines should be explicitly distinguished, often described internationally as a dual-reporting arrangement, with clarity as the essential safeguard regardless of jurisdiction. Directors should also be properly inducted into the secretary's true role so they do not unwittingly allow management to monopolise the office, and boards should periodically ask themselves a simple question: can our board secretary discharge governance responsibilities without fear, favour or improper executive interference?

The Final Inconvenient Truth

This argument may sound like a technical debate about reporting lines, but it is considerably larger than that, because it concerns who ultimately controls the machinery of governance itself, in every market and under every code. The chief executive is extraordinarily important, but importance does not erase institutional boundaries, and the chair, while providing the principal functional leadership interface, does not personally own the board secretary either. The secretary's ultimate institutional responsibility runs to the board and to the integrity of its governance processes, and that triangle works only when everyone understands where the boundaries lie. Companies acts and governance codes worldwide, whatever their local drafting, converge on the same board-centred logic. It may be time to retire the simplistic proposition that the board secretary works for the chief executive, in favour of a more accurate formulation: the board secretary may work within the organisation, but in board matters serves the board, operates principally through the chair, and must retain sufficient independence from management to protect the integrity of the governance process. That is not an anti-executive position; it is a pro-governance one, and a confident chief executive should welcome it, because an effective board that can challenge poor decisions before a regulator, auditor or the market discovers them protects good management as much as it protects shareholders.

NyansaKasa (Words of Wisdom): The chief executive manages the institution, the chair leads the board, and the secretary protects the governance pathway between them; confuse the three, and accountability may eventually lose its address.

About the Author

Ing. Professor Douglas K. Boateng is a strategist in governance, industrialisation and supply chains, and serves as a professional chairperson, an international Chartered Director (UK) and a Chartered Engineer (UK). A Pan-Africanist and social entrepreneur at heart, he has spent his career working across public institutions, corporate boards and industrial policy, in Africa and beyond, guided by the conviction that strong institutions are built one honest decision at a time. His contributions to industry and academia have earned him more than six lifetime achievement awards. He is the founder of NyansaKasa (Words of Wisdom), a collection of daily aphorisms he has written and shared since late 2019, distilling decades of experience advising governments, boards, and enterprises on governance, accountability, and institutional resilience into words meant to challenge and endure. He convenes the Boardroom Governance Summit, Africa’s largest boardroom-focused summit, and writes a widely read weekly op-ed series titled “Inconvenient Truth” and “What Is Wrong With Us”, featured on some of the region’s leading digital media platforms. Professor Boateng can be reached via LinkedIn or at info@panavest.com.