By Caroline Scott, CGISA Marketing Manager

Governance is no longer a once-a-quarter exercise measured by ticked boxes. That was the message running through the 16 CGISA Premier Corporate Governance Conference, held in Johannesburg on 16 and 17 September 2026, where company secretaries and governance professionals from across listed and unlisted companies and regulated sectors gathered to ask a hard question: is our governance keeping pace with the world it is meant to protect?

Governance has to move as fast as the risk does In her address, Lindelwa Mngomezulu (FCG, Company Secretary, MTN Fintech), set the tone with a simple but uncomfortable observation: the world is moving faster than the governance built to steer it. Technology, geopolitics and regulation are changing shape month to month, while much of corporate governance still runs on quarterly cycles and after-the-fact reporting.

Her call was for governance to shift its default settings: from periodic to continuous, from siloed to connected, from retrospective to anticipatory, and from compliance to judgement. As she put it, the principles of good governance have not become obsolete. What has to change is how governance professionals connect those principles to a reality that will not sit still.

She offered a practical three-part model for what she called “governance in motion”:

– Change what gets governed, so strategy itself becomes the organising purpose of governance, not an afterthought on the agenda.

– Change what gets noticed, by turning information into early governance signals rather than waiting for the annual report to tell the story.

– Change what gets discussed and acted on, because courage in governance is not only the power to say no. It is knowing when governance must show up and act.

Her closing line stayed with the room: “The boardroom is the mechanism. The organisation is the test.” Meetings, charters, policies and reports are the machinery. Sound judgement, better decisions, accountability and purposeful outcomes are the things that prove the machinery is working.

What company secretaries are actually wrestling with

If Mngomezulu set the high-level arguments, a panel of company secretaries grounded it in the everyday realities of the role. Lerato Matlosa (FCG, Company Secretary, Sibanye-Stillwater), Charmaine Manzini-Obe (ACG, Executive: Governance and Stakeholder Management, Telkom) and Roxanne Bain (Professional support lawyer, Cliffe Dekker Hofmeyr), moderated by journalist Ayanda Nyathi, unpacked where the pressure points sit for Southern African
company secretaries today.

Executive pay and shareholder trust

With Section 30 amendments now requiring companies to disclose highest and lowest pay and the ratio between them, remuneration reporting has become one of the clearest pressure points.

Matlosa noted that managing policy on executive pay demands judgement and integrated thinking, since shareholders and stakeholders rarely pull in the same direction. Manzini and Bain agreed that boards need ongoing education on shareholder engagement, and that company secretaries should be proactive rather than reactive when the register starts to grumble. The Sibanye-Stillwater example was instructive: when a remuneration report is voted down, the response is immediate engagement, going back to the share register, talking to everyone and over-communicating rather than waiting for the next AGM to explain.

Integrity, distance and protecting the reporting lines

Manzini was direct about the tension built into the role: the company secretary has to operate at arm’s length from both board and management, protecting reporting lines while still being trusted by both sides. Get too close to either, and the other stops trusting you. Bain added the legal grounding: under the Companies Act, company secretaries are responsible to the board, while the IoDSA King V™ Report on Corporate Governance™ introduces a dual responsibility to both the board and the appropriate executive in management. Matlosa’s framing cut through the complexity: you don’t work for a person, you work for the company, and you don’t need to be liked by everyone to do the job well. Integrity, she said, is the only currency that matters in the boardroom.

Managing people, not just process

A recurring thread was that the job is as much about people as it is about procedure. Bain encouraged company secretaries to stand up to difficult personalities, enlist the chair as an ally, and put everything in writing. Manzini pointed to the value of building real relationships with directors and their executive assistants, who can fast-track signatures and surface information that keeps the meeting on track. Matlosa’s advice was to read the room: if people are checking their phones, the conversation has run its course and it is time to move on. Dealing with feelings, she said, is simply part of the role and it is not going away.

Shareholder meetings and the limits of control

On AGMs, Bain reminded delegates that the Companies Act protects every shareholder’s right to participate, even someone holding a single share. Chairs need to keep meetings orderly without silencing legitimate concerns, and in a virtual setting, muting or misreading a question carries real risk of a meeting being declared irregular. Matlosa added useful context: bigger shareholders usually have other channels to engage the board, while smaller shareholders often feel unheard and can arrive at the AGM frustrated. Preparing the chair to hold that room, she said, is squarely the company secretary’s job.

Scope creep and knowing where the role ends

Delegate questions surfaced a familiar frustration: compliance work and other duties increasingly land on the company secretary’s desk even when they fall outside the strict secretarial mandate. The panel’s advice was to be the bridge, not the catch-all: acknowledge the request, then connect the person to whoever actually owns it. The same discipline applies to managing cliques or friendships inside the boardroom. That is the chair’s job to manage, not the company secretary’s, though a quiet “we’ve noticed…” to the chair is fair game. And when decisions get discussed and effectively settled outside the boardroom, the panel was firm: the correct procedure is still to summarise, discuss in the meeting and document. Anything less risks the validity of the meeting itself.

The way forward

Read together, Mngomezulu and the panel point to the same conclusion from two different altitudes. At the strategic level, governance has to become continuous, connected and anticipatory rather than periodic compliance ritual. At the practical level, that shift is carried by company secretaries who protect their independence, read the room, build real relationships and know exactly where their mandate ends and someone else’s begins. Governance in motion, then, is not governance with more machinery. It is governance that knows when to move, when to intervene and, just as importantly, when to hold the line.