Questions boards ask

What does a company secretary do?

A company secretary keeps a board's governance sound and helps it govern well. The core is compliance: agendas, board papers and minutes, registers, ASIC and ACNC lodgements, and keeping the board within its constitution.

The best company secretaries go further. Because they see how the board works from the inside, they advise on governance practice, help papers support better decisions, and free directors to spend more time on strategy.

ASIC; AICD, Role of the company secretary

Can a company secretary help a board with strategy?

Yes, and it's where a good company secretary adds the most value. They see the whole cycle of board business: the papers, the decisions and the follow-through. That puts them in a strong position to help the board plan its year, keep strategy on the agenda between strategy sessions, and make sure governance helps the organisation move forward. With the foundations in place, your board has time to look ahead, and a company secretary helps it make the most of that time.

Does my organisation need a company secretary?

It depends on the type of organisation. Public companies, including companies limited by guarantee, must have at least one company secretary who ordinarily lives in Australia.

Proprietary (Pty Ltd) companies don't have to appoint one, though many choose to. Incorporated associations follow state law, which has its own requirements.

Even where it's optional, a company secretary gives the board one person accountable for getting the foundations right.

ASIC; Corporations Act 2001 s204A

Does a company limited by guarantee need a company secretary?

Yes. A company limited by guarantee is a public company, so it must have at least one company secretary who ordinarily lives in Australia. This includes not-for-profits and charities set up as companies limited by guarantee. So the more useful question is how much value your board gets from the role.

Justice Connect, Positions in a company limited by guarantee (July 2026)

Can a director also be the company secretary?

Yes, the law allows it, and it can work on a small board. The trade-off is the board's independent voice. A director who takes the minutes is recording debates they're part of, checking their own board's compliance, and giving time to administration that could go to strategy. They also take on the secretary's legal responsibilities on top of their own. A separate company secretary gives the board an objective record, a second set of eyes and advice from someone whose job is the board's governance.

ASIC

Our CEO is also our company secretary. Is that a problem?

It's legal and common in not-for-profits, but it's rarely the best use of your CEO or of the role.

The company secretary is accountable to the board, while the CEO is the person the board oversees, so independence is hard to hold, especially when directors disagree on a material issue or challenge a management proposal.

The compliance load on organisations is growing, and doing it well takes steady, focused time. So does the strategic leadership only a CEO can provide. When one person carries both, something gives: usually strategy. A dedicated company secretary keeps your obligations on track and gives your CEO the time to lead the organisation.

Read more: The business case for a company secretary

AICD, Role of the company secretary

Who does the company secretary report to?

The board, through the chair. The board appoints the company secretary, and good practice is for the secretary to be accountable to the board through the chair on all governance matters, with every director able to speak to them directly.

In practice, the role works best as a partnership. The company secretary works alongside the board and the executive team, keeps information flowing between them and gives each candid advice, so the board and management can do their best work together.

AICD, Role of the company secretary, citing ASX Corporate Governance Council Recommendation 1.4

Is a company secretary legally responsible for anything?

Yes. The company secretary is an officer of the company, so they must act in good faith and with care and diligence. Under the Corporations Act, they can also be held responsible if the company fails to meet certain obligations, such as keeping its registered office details current or lodging some notices with ASIC, unless they took reasonable steps to ensure compliance. It's one reason boards value a company secretary who treats compliance as a discipline, with a calendar, a process and a clear record.

ASIC; Corporations Act 2001 s188

What qualifications does a company secretary need?

The law doesn't require any particular qualification. A company secretary must be at least 18 and, for public companies, ordinarily live in Australia. The Governance Institute of Australia, the professional body for company secretaries, offers specialist training and qualifications. What matters most is the combination: technical knowledge, sound judgement and an understanding of how boards and executives really work.

A company secretary with senior executive experience understands how decisions are made and delivered inside an organisation. That helps them guide executives on what the board needs, and act as a trusted link between management and the board.

AICD, Role of the company secretary; ASIC

What is a fractional company secretary?

A fractional company secretary is an experienced company secretary who works with your organisation part-time, on an ongoing basis. You get senior expertise, continuity and an independent adviser to the board, for a share of the cost of a full-time role. Because they stay with you over time, they get to know how your board really works, and their advice gets sharper as they do. It suits organisations who do not require a full-time company secretary.

Can a fractional company secretary be formally appointed?

Yes. A fractional company secretary can be formally appointed as your company secretary and take on the role's legal responsibilities. They can also support an existing company secretary, board or committees without a formal appointment. I offer both, Appointed company secretary and Board and committee support, and either can include advice and strategic support.

How much does it cost?

It depends on how many board and committee meetings you hold and what else you'd like me to look after. After our first conversation, I'll send you a written proposal with a clear fee, so you know the cost before we start.

Will you work with our lawyers and auditors?

Yes. I give practical advice on board processes, your constitution and regulatory requirements, and I bring in your lawyers or auditors when a matter needs their expertise. I don't provide legal advice.

Do you work with organisations outside Sydney?

Yes. I'm based in Sydney and work with organisations across Australia. Most meetings run online, and I can attend in person when that suits your board.

How do we get started?

Book a 20-minute conversation or send me a message. We'll talk about your board and what you need. I'll then send a proposal, and once you're happy with it, we'll agree an engagement letter that sets out exactly what's included.