How a Company Secretary can lift your NFP

The role of a good Company Secretary in a Not for Profit is all about relationships. The ability to build trust, provide guidance, improve processes and facilitate good governance all flows from the relationships the Company Secretary can form.

An example of the value that can be delivered to an organisation through a Company Secretary is evidenced through the work with one of Right Source’s clients. The Not for Profit had been operating for a number years without a dedicated Company Secretary. The role had been assumed by the CEO of the organisation up until our appointment.

Struggling Company Secretary
In summary, the current situation upon commencing as the Company Secretary was:

  • A CEO that was frustrated with the Board and the Chair. A belief that the CEO had to guide the Board to every decision and strategic direction, with these decisions seemingly taking multiple meetings to be decided.
  • A Board that had input provided from all members but lacked a level of direction. Directors were not always sure of the decisions in front of them and how those decisions should be made.
  • An executive that felt a lack of engagement with the organisation and hamstrung by unwieldy process blamed on requirements of the ACNC.
  • Directors wanting to contribute and making extra effort to be involved in the Board and where applicable the operations of the company.
  • A comprehensive set of governance manuals covering all aspects of governance required by the organisation.

This situation is not uncommon when the Company Secretary role is given to the CEO. If there is one item you take from this paper it should be that having the CEO take on the Company Secretary duties is a situation that can cause the most damage to a Not for Profit. Not because CEOs are not capable of the duties – but it is the affect holding both the offices of CEO and Company Secretary that confuses and ultimately harms the dynamics of relationships within the Not for Profit.

The office of CEO in a Not for Profit is a demanding role, with limited resources and often a limited executive team, with a large number of stakeholders to manage, including advocacy, whilst ensuring the organisation continues to function and execute its strategy. To then ask this role to take on the administration of the company and support the directors in executing their roles is often requiring part or all of the tasks to be compromised. And hence the result is often that the governance of the organisation suffers, and this is where we joined this organisation.

Enter Right Source
What did we do first?
A review of governance processes? Audits and reports always sound like they will get to the heart of the issue.

Perhaps implementation of best practice in respect of governance? There are a great number of templates freely available that will assist in attaining that goal.

Neither. To spend time getting to know the people in the organisation, both at the Board level and in management is the starting point. Relationships begin and end with the people of the organisation. And good relationships are the foundation of an effective Company Secretary.

Spending time with the Chair, the CEO, Directors, and executive you gain an insight into the motivations of those in the organisation; their roles; their frustrations and their capabilities. Most importantly you start to gain their trust. Everyone in the organisation must trust the Company Secretary. This is a core skill, to be able to hear everyone’s secrets and yet to not share those with anyone.

In executing the duties of Company Secretary, you then bring the written policies to life. Very poetic, but what does that mean? In gaining an understanding of the people in the organisation, you gain understanding of how things work (or don’t work). From there it is a matter of working through the policies and having them reflect how everyone agrees things are to operate. Not to
enforce or dictate, but to reach agreement on how they are to work and, if needed, change the existing policies to reflect this. This builds a united understanding of the processes of the organisation amongst all.

Once agreed, the Company Secretary should ensure they are followed. This begins to balance the strong personalities with a common understanding. It also empowers the organisation to understand the outcome that would be achieved where agreed practice is followed. And a process to update policies to reflect improved practices.

The final piece of the puzzle is the facilitation of communication. Through having relationships built on trust, a framework of agreed processes, it becomes easier to facilitate communication. It first occurs with those coming to the Company Secretary to see how impasses are to be solved, either through relationships or agreed policy. By facilitating this communication to achieve the outcomes of the organisation you inherently build trust in the policies, or governance processes, of the organisation.

The second phase is where communications occur more freely without the Company Secretary facilitating, as there is clarity on the rules of engagement as a result of governance. There is confidence in the outcome achieved being the best for the organisation based on a shared understanding.

Ongoing Success
At this point in the organisation’s development, the following was demonstrated.

  • A CEO that has an open relationship with the Board, and a clear understanding of their requirements. Clear direction and ability to have decisions made in a timely manner.
  • A Board that operates efficiently and brings the best of their collective wisdom to the organisation to guide its direction.
  • An executive that feels valued and engaged, with the governance of the organisation transparent and of little burden.
  • Directors able to contribute constructively, and effectively use their valuable time.
  • Governance that is lived by the organisation, and not simply residing on the shelf.

This is what is possible, and what was delivered. No radical changes or prolific reviews. A focus on relationships and building an organisation that works together to achieve its purpose.


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