When your CEO is also your company secretary
If your CEO is also your company secretary, you're already paying for the role: in CEO time, in strategy that waits, and in governance that rests on one busy person. A dedicated company secretary gives your CEO back a day or two a month to lead, gives your chair an independent adviser, and gives your board foundations it can rely on, all for a share of the cost of a full-time role.
Ask a not-for-profit CEO who their company secretary is, and the answer is often a slightly sheepish "me". Sometimes it's the CFO, the COO or the head of corporate services. It makes sense. Budgets are tight, the work has to be done, and the executive team is capable.
When I was a CEO, I chose to engage a separate company secretary, and it was one of the better decisions I made. Here's the case I'd share with any CEO or chair weighing up the same decision, where the role sits with the CEO or another executive today. (When a director holds the role, the trade-offs are different, and I'll cover those in another piece.)
Time for your CEO to lead
The company secretary role is bigger than many boards realise. It covers the agendas, minutes, registers, lodgements and AGM, and it goes much further. A good company secretary makes sure the organisation complies with the law and its own constitution, shapes board packs so they support sound decisions, keeps actions moving, and advises the chair and board on how they govern. Done well, it takes specialist knowledge and steady time: for most boards, a day or two of the CEO's month, and more in the lead-up to each board meeting.
Those are days your CEO could give to the work only they can do: shaping strategy, building relationships with funders and partners, staying close to members, and leading the team. And with someone else looking after the board's governance, your CEO gets a full seat at the board table, free to join the conversation without also having to capture it.
What it's really costing you
On paper, having your CEO do the work costs nothing extra. In practice, it's likely costing you $24,000 to $38,000 a year in CEO time.
That's for a CEO on a $220,000 package, with a board that meets eight times a year: a day or two each month, plus the extra days before every meeting. Most boards also have committees, which add more on top.
The bigger cost is harder to see: the grant application finished in a rush, the partner meeting that kept getting rescheduled, the member conversation that waited until after the AGM. Then there's the catch-up work. Policies that are outdated, registers that drift, or a constitution that no longer fits how you work. These take far more time to fix later than to keep right along the way.
A fractional company secretary brings senior experience and continuity for a share of the cost of a full-time role, shaped around the work your board actually has.
Foundations the board can rely on
The company secretary is an officer of the company, with legal responsibilities. Under the Corporations Act, a company secretary can be held responsible when the company misses certain obligations, such as lodging notices with ASIC, unless they took reasonable steps to make sure it complied.1 Regulators are focused on the basics, too. ASIC's enforcement priorities include governance and directors' duties failures,2 and the ACNC has found that charities without proper record keeping commonly have other governance problems.3
Keeping on top of all this takes specialist knowledge: the Corporations Act and ACNC requirements, your constitution's rules on meetings and members, and what belongs in a register or a minute. Even a highly capable executive won't necessarily have it unless they've done the role before.
When the role rests with one busy person, compliance depends on how much of their week is left, and the knowledge leaves when they do. A dedicated company secretary brings a calendar, a process and continuity. It reduces your key-person risk, so the board can rely on its foundations.
An independent record
Good practice is for the company secretary to be accountable to the board through the chair on governance matters.4 That's hard to do when the company secretary is also the person the board oversees, or reports to them.
Think about the minutes of a meeting where directors hold different views on a material issue, or challenge a proposal from management. An independent company secretary can record that debate fairly and in balance, which protects the board and the CEO alike.
A trusted adviser at the table
A good company secretary does far more than keep the records. They know the constitution, the registers and the board's history, so they can see what a decision involves before the board makes it. They notice when a paper buries the question, when actions stall, or when the board's year is full of reporting and short on strategy, and they raise it with care.
They also guide executives on what the board needs and keep information flowing both ways. That partnership helps the board and management do their best work together. A CEO wearing the company secretary hat rarely has the time or the distance to offer it.
What it meant for me as a CEO
I'd seen how easily strategy slides down the list when compliance sits alongside every other hat a CEO wears. With a company secretary working alongside me, I had more time to lead and could take a full part in board discussions. And the board's confidence in its foundations never depended on how busy my month had been.
Your options
There's no single right answer. What matters is choosing on purpose.
| Option | Suits | What you gain | Worth weighing up |
|---|---|---|---|
| CEO or executive does it | Very small organisations with simple governance | No added cost on paper | Their time and focus, a reporting line that runs to the CEO, and cover when they're away |
| Employed company secretary | Larger organisations with a full-time workload | Always on hand, part of the team | A full salary and on-costs, and a reporting line that often runs to the CEO |
| Fractional company secretary | Organisations with steady work that doesn't fill a full-time role | Senior experience, continuity and independent advice to the board, for a share of the cost of a full-time role | Agree scope at the start |
| Governance or law firm | Complex structures, or work that needs a legal team | A wide specialist team | Fees that reflect a larger firm, and you may not always see the same person |
Questions for your next board meeting
- What would our CEO do with an extra day or two each month?
- If our CEO stepped away tomorrow, who would know what's due and what the board has decided?
- When did we last check our constitution against how we work today?
- Where does our board turn for independent advice on how it governs?
What it makes possible
When the company secretary role is in good hands, your obligations are met without a scramble and your foundations are strong. Your CEO has time to lead. Your board gains a partner who knows how it really works and helps it spend more of its time on the future. And everyone has more energy for the purpose that brought them to the table.
If you're weighing this up for your board, I'd love to hear from you. Let's talk it through.
- Corporations Act 2001 s188
- ASIC, Enforcement priorities
- ACNC, Regulatory focus
- AICD, Role of the company secretary (Director Tools), citing ASX Corporate Governance Council Recommendation 1.4