The Inconvenient Truth: The most powerful person in your boardroom may not be the chair or the chief executive — it may be the person who controls the minutes

Governance codes and company laws across the globe emphasize the critical role of the board secretary in maintaining effective board operations. Often overlooked, the board secretary serves the board, not management, ensuring the machinery producing board minutes remains lawful, orderly, and institutionally sound. Despite administrative differences, the principle remains consistent worldwide: the board secretary works through the chairperson, not the chief executive.

This distinction is crucial for maintaining independence, access to information, and accountability within the boardroom. From the UK to Singapore, South Africa to Australia, companies recognize the importance of having an arm's-length relationship between the board secretary and both the board and executives. The board secretary's duties include understanding corporate law, governance codes, board procedures, conflicts of interest, and directors' duties.

They are responsible for coordinating board agendas, receiving proposed papers, circulating board packs, drafting minutes, and tracking conflicts of interest.

The board secretary's role is vital for ensuring timely, complete, and balanced information enters the board room, enabling meaningful oversight and challenging decisions. The separation of the chairperson and chief executive roles further strengthens governance, preventing the board from becoming intellectually dependent on management.

The board secretary should work collaboratively with the chair and directors, not as an adversary to the chief executive. By recognizing the board secretary's crucial role, companies can maintain a strong and independent board structure, ensuring effective governance and oversight.