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CORPORATE GOVERNANCE GATEKEEPER: WHAT DO YOU THINK YOU ARE?

  1. I am inspired to share my thoughts on this matter because it is one of the aspects that has evolved the role of Company/ Board Secretaries to a modern and enhanced one.

    The description of this role has potential to invoke different perceptions and expectations from both the players and beneficiaries of the role. For example, is the role one of enforcement, execution or advice? Is it one or more or all?
    I propose that attempting to answer the above question would mark the beginning of understanding one’s role as a corporate governance gatekeeper.

    Whereas in the past, the Company Secretary’s role would be generally that of a scribe and custodian of governance instruments, the modern Company Secretary is expected to contribute much more, to the extent that understanding the organisation, how it operates and whether it is a champion of corporate governance best practice are not options but necessary skills.

    The gatekeeper must be up to date with the governance environment and the factors, internal and external, that affect its practice and compliance rating.

    As we all know, good governance is a major consideration for existing and potential shareowners as they decide whether to keep or indeed take a step towards investment in your organisation.

    As a Company/Board Secretary, you are not a member of the Board of Directors and therefore your role is certainly not to make decisions.
    In most organizations I have come across, the Company/ Board Secretary is a member of the C-Suite, implying that at that level of governance, he or she is part of decision making. I bring out these two scenarios to demonstrate that the role may vary, depending on the forum the gatekeeper is operating. In some instances it may be purely advisory whereas in others it may be a combination of roles.
    Having said that, the call to duty is to be able to exercise the role of the gatekeeper, and therefore, timidity, neglect or non committal behavior in that regard, would impact your duty negatively.
    The role requires candor, clarity of understanding and respect among others.

    There will be times where the role of gatekeeper calls upon you to raise issues that may not be in tandem with the wishes of the recipients. The art is in striking the balance between communicating your advice or contribution , whatever the case may be, with respecting that the final decision on the matter does not lie with you.

    Corporate governance gatekeeping requires skills beyond grasping the principles and practice of good governance.The mode of communication of advice and contribution may be your make or break!

    I would encourage an appreciation of emotional and ethical intelligence as a great add on!

    There is a lot to say on this matter and I hope it has provoked some thoughts which I look forward to hearing.