The business case for a company secretary
Every not-for-profit exists for a purpose. The right company secretary arrangement gives your board and your CEO more time and energy for it.
Ask a not-for-profit CEO who their company secretary is, and the answer is often a slightly sheepish "me". It makes sense. Budgets are tight, the work has to be done, and the CEO is the person who knows where everything is.
When I was a CEO, I chose to engage a separate company secretary. Here's the case I'd make to any CEO or chair weighing up the same decision.
It starts with purpose
Boards know they need a company secretary. The real decision is who does the work, and what that choice means for the organisation's purpose. Agendas, board papers, minutes, registers, lodgements, the compliance calendar and the constitution all take time, skill and some independence. Wherever the work sits, it draws on something: CEO time, director energy, or the board's capacity to look ahead.
Time for your CEO to lead
Say the company secretary work takes your CEO a day or two a month, more in board weeks and around the AGM. That's up to a tenth of their working time, spent on work someone else could do well. Every hour of it is an hour away from what only a CEO can do: strategy, funders, partners and people.
Directors are stretched too. 46% of not-for-profit directors now spend more than three days a month on a single board.1 And 68% of directors say regulatory and compliance requirements are holding back productivity.2 When the compliance work behind the board runs well, everyone's time goes further.
Foundations the board can rely on
The company secretary is an officer of the company, with legal responsibilities. Under the Corporations Act, a company secretary can be held responsible when the company misses certain obligations, such as lodging notices with ASIC, unless they took reasonable steps to make sure it complied.3 Regulators are focused on the basics, too. ASIC's enforcement priorities include governance and directors' duties failures,4 and the ACNC has found that charities without proper record keeping commonly have other governance problems.5
When the role rests with one busy person, compliance depends on how much of their week is left, and the knowledge leaves when they do. A dedicated company secretary brings a calendar, a process and continuity, so the board can rely on its foundations.
An independent record
Good practice is for the company secretary to be accountable to the board through the chair on governance matters.6 That's hard to do when the company secretary is also the person the board oversees.
Think about the minutes of a meeting where directors hold different views on a material issue, or challenge a proposal from management. An independent company secretary can record that debate fairly and in balance, which protects the board and the CEO alike.
A trusted adviser at the table
A good company secretary does far more than keep the records. They know the constitution, the registers and the board's history, so they can see what a decision involves before the board makes it. They notice when a paper buries the question, when actions stall, or when the board's year is full of reporting and short on strategy, and they raise it with care.
They also guide executives on what the board needs and keep information flowing both ways. That partnership helps the board and management do their best work together. A CEO wearing the company secretary hat rarely has the time or the distance to offer it.
The options
There's no single right answer. What matters is choosing on purpose.
| Option | Suits | Strengths | Worth considering |
|---|---|---|---|
| CEO or executive does it | Very small organisations with simple governance | No added cost on paper | CEO time and focus, independence, and what happens when they're away |
| A director does it | Small boards with a director who has the time and skills | Close to the board | The director records debates they take part in, and carries both roles' responsibilities |
| Employed company secretary | Larger organisations with a full-time workload | Always on hand, part of the team | A full salary, and a reporting line that often runs to the CEO |
| Fractional company secretary | Organisations with steady work that doesn't fill a full-time role | Senior experience, continuity and independent advice to the board, for a share of the cost of a full-time role | Agree scope at the start |
| Governance or law firm | Complex structures, or work that needs a legal team | A wide specialist team | Fees that reflect a larger firm, and you may not always see the same person |
Questions to bring to your next board meeting
- What would our CEO do with a day or two back each month?
- How much of each board meeting goes to strategy, and what would help us give it more?
- Where does our board get independent advice on how it governs?
What it makes possible
When the company secretary role is in good hands, the foundations are strong. Compliance is met without a scramble. Your board gains a partner who knows how it really works and spots issues early. And your CEO has time to lead. All of that comes for a share of the cost of a full-time role.
Best of all, it gives everyone more energy for the purpose that drew them to the table.
If you'd like to talk through what this could look like for your board, I'd love to hear from you.
- AICD, Not-for-Profit Governance and Performance Study 2025–26, March 2026
- AICD, Director Sentiment Index 1H 2026, April 2026
- Corporations Act 2001 s188
- ASIC, Enforcement priorities
- ACNC, Regulatory focus
- AICD, Role of the company secretary (Director Tools), citing ASX Corporate Governance Council Recommendation 1.4