Caroline Scott,, Marketing Manager, CGISA
In South Africa’s fast-changing governance landscape, the company secretary plays a crucial, often underappreciated role in managing boardroom dynamics. More than just a meeting organiser, the modern company secretary serves as a trusted adviser, facilitator and governance steward, helping to create a cohesive, ethical, and well-functioning board environment.
Boardroom dynamics, interactions between directors, executive management, and stakeholders, can significantly impact the quality of governance outcomes. Tensions, power imbalances, and unclear expectations can derail decision-making. The company secretary is uniquely positioned to manage these undercurrents while ensuring that the board remains aligned with its fiduciary responsibilities and the principles of IoDSA King IV™ Report on Corporate Governance1 (soon to be King V™).
Key ways company secretaries can influence boardroom dynamics
1. Facilitating board effectiveness
The company secretary ensures the board’s composition, structure, and processes support high performance. This includes coordinating board evaluations, induction programmes, and training to equip directors with the tools they need to contribute meaningfully.
Top tip: Ensure induction goes beyond compliance, include insights into board culture, relationship dynamics, and unspoken expectations.
2. Acting as a neutral adviser
The company secretary often acts as a bridge between the board and executive management, ensuring open communication and reducing misunderstandings. When conflicts arise, the company secretary is expected to remain impartial and provide balanced guidance based on governance best practice and aligned with company policy and legislative requirements.
Top tip: Build trust with both executive and non-executive directors through consistent, confidential, and credible engagement. Do not allow personal bias to affect decisions that may contradict governance best practice.
3. Setting the tone for ethical conduct
The company secretary champions ethical governance, reminding the board of its moral obligations and ensuring that deliberations consider the organisation’s values and stakeholder interests. This is where anti-corruption efforts start and where ethical business practice is cemented.
Top tip: Use the board agenda and meeting packs to subtly reinforce ethics, for example, by linking decisions to sustainability or stakeholder impacts.
4. Managing meeting logistics and atmosphere
From crafting clear agendas to ensuring all voices are heard, the company secretary plays a vital role in structuring meetings for inclusivity and productivity. This includes pre-empting tension, managing dominant personalities, and supporting the chairperson in leading balanced discussions.
Top tip: Hold pre-meetings with the chair to align on key issues and identify when dynamics might require gentle steering during discussions.
Common pitfalls to avoid
- Remaining invisible: Failing to assert your role can leave the board without vital guidance. Don’t hesitate to speak up when governance is at risk.
- Overstepping boundaries: While being proactive is essential, it’s important not to overshadow the chairperson or appear aligned to any one faction.
- Neglecting soft skills: Technical knowledge alone won’t earn respect. Emotional intelligence, diplomacy, and the ability to read the room are equally critical.
- Inadequate follow-through: Even well-run meetings are undermined if action items are not tracked and implemented. Ensure proper minute-taking, accountability, and follow-up.
Conclusion
Strong boardroom dynamics don’t happen by chance; they’re facilitated by governance professionals who understand people, processes, and governance. The South African company secretary is a key enabler of effective boards, bringing order, insight, and balance to the heart of decision-making. With the right skills and mindset, they can turn complex dynamics into collaborative, values-driven leadership.
In a time when ethical and effective governance is under the spotlight, the company secretary’s voice has never been more vital, or more powerful.
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