Who does the Company Secretary report to? The answers surprised us*

We asked Company Secretaries who their direct line manager was and the responses surprised us all at RGS.

Of course, there are always exceptions, and as ever, the views expressed here are my own. I’m always happy to hear your constructive opinions.

As a Board reviewer, I’ve had the privilege of observing Co Secs and board directors in their natural habitat. One thing I’ve noticed is how dramatically a Co Sec’s performance and demeanour can shift depending on their reporting line. For instance, moving from reporting directly to the CEO (direct board level) to reporting to the Head of Legal (who may be one or two levels below board level) can have a significant impact on how the Co Sec is perceived and can result in a change in their perceived gravitas.

The C-suite sets the tone for the organisation’s culture, strategy and governance. For Company Secretaries, having direct access to, or reporting into the C-suite (especially the CEO), can significantly impact their ability to influence governance and decision-making.

Why does it matter?

I think there are three areas that become impacted by a co sec’s reporting line.

1. Gravitas

Being a Co Sec is a hugely rewarding role but it’s not without its challenges. It becomes tricky when the Board members you support understand your role and responsibilities but perhaps the wider organisation does not. And when it comes to telling the wider organisation what to do or to change its practices, having a heavyweight as your direct line manager can lend the gravitas needed to get things done. Without that, the Co Sec can quickly slide down the pecking order and struggle to get buy-in from other C-suite

2. Independence

From a purist perspective, I believe a Co Sec’s role shouldn’t be too closely aligned with either the legal or finance functions if it compromises their ability to act independently. In practice, there are advantages to both.

3. Risk

Let’s not forget about the risk involved in having the Co Sec sit in the wrong place for your organisation. Where a Co Sec sits in the reporting structure can influence how risk is identified, escalated and managed.

In all instances I believe that Board governance matters should be discussed directly with the Chair! Let’s break down why I believe reporting to the CEO is the best of the four reporting lines we included in our poll.  

i. Co Sec reporting to the CEO: Key points 

• Direct strategic oversight and access to the Board

• Enhanced respect from the C-suite

• Clearer path for career progression

• Demonstrates the organisation’s commitment to strong governance

• Greater independence from legal and finance functions

• Aligns with the FRC’s guidance on Board effectiveness

ii. Co Sec reporting to the CFO: Points for consideration  

• CFOs often focus on detail, regulation, and compliance—This works well if your organisation wants to meet the minimum standard but less well if it wants to hold itself out to a higher standard of governance and best practice

• Risk of governance being viewed through a purely financial lens

• Potential conflicts of interest and reduced independence

• May work well in smaller companies, but as governance needs grow, is this still the best fit?

• Is the direct access to the Board lost and filtered through the CFO? 

iii. Co Sec reporting to the GC/Head of Legal: Points for consideration  

• Strong focus on legal and regulatory compliance

• Governance risks being bundled with legal and losing its distinct identity

• Potential conflicts of interest and reduced independence

• Is the direct access to the Board lost and filtered through the GC/Head of Legal

• Harder to get governance on the agenda and implemented effectively

• Might work better in highly regulated sectors like financial services?

iv. Dual reporting

What works best for the individual Co Sec may not always align with what works best for the organisation but ideally, they shouldn’t be mutually exclusive.

As often with matters of governance, those in the know, have already stated what arrangement is most effective. The FRC states in its 2024 Guidance:

“81The company secretary should report to the chair on all board governance matters. This does not preclude the company secretary also reporting to the chief executive, or other executive director, in relation to their other executive management responsibilities. The remuneration should be determined by the remuneration committee.”

This is a dual reporting line:

• Formally to the Chair on governance matters

• Operationally to the CEO for day-to-day effectiveness

We spoke to a Company Secretary in a large listed company about their experience of working in an environment where corporate governance was a key factor in the genes of the organisation. They said: “In the purest of models (in my experience) the reporting line for the Co Sec was into the Chair. This was based on independence - the Chair and NEDs would be best served if there was a clean demarcation between executive and non-executive directors. The model worked extremely well in many regards and the co sec was well respected. The board agenda was the Chair’s, not executive management’s. The Co Sec did not attend the CEO’s executive management meeting to keep the model ‘pure’ and this in turn meant the natural flow of information from one body to the next was less obvious - it took deep skill to manage relations with the executive team. One change which helped bridge that was the focus shift from a team with a remit only on the holdings board to one with responsibility for all group subs. This provided the connectivity with the executives which was extremely helpful”.

Best governance outcomes and the reporting line

Let me explain why I think the best governance outcomes occur when the Company Secretary reports directly to the CEO with a dotted reporting line to the Chair. I’ve seen how it supports the independence of the role, reduces unconscious bias, and enhances the authority and influence of a Co Sec. While the Chair is ultimately responsible for Board governance, the Co Sec is the key enabler and without the CEO’s support, their ability to influence and implement governance is limited. 

Good governance is a powerful tool that, when used consciously, drives the long-term, sustainable success of an organisation. A Co Sec who has the confidence to know that the whole Board and the C-Suite are behind them and supportive of them gives them the confidence to get the job done. In my experience, the further away the Co Sec’s reporting line is to the CEO role, the harder the job is. 

Our contributor sees her role through many lenses including risk mitigation, saying their role is to ensure “the right people, with the right info, making the best possible decisions. But also making sure the moments when the executive and non-executive communicate at the most effective / constructive/ efficient levels. They don’t have to agree by any means but they the topic, materials, skills sets round the table are within the gift of the Co Sec to get as optimal as possible. Their reporting line matters. Enormously. It takes top leadership to support that remit.” 

I think back to my earlier years and it would never have occurred to me that the reporting line of the Co Sec could affect my working experience but you can bet your bottom dollar it would now!  

*This wasn’t a scientific study. The variables were random but the insights are real.