I have said before that the role of a Board/Company Secretary has over the years assumed added responsibilities which in some cases has completely transformed it from its traditional role. My humble view is that the advent of corporate governance and its best practice, has put the Secretariat in a position which if not performed properly, may expose the company to risk.

I must however point out that this article has little focus on how the Board Secretariat gets things done, but rather the use of the Secretariat by actors in an organisation and how they are expected to go about it.

There are times when an organisation has found itself implementing a decision of the Board as understood by an actor/s then it transpires that the said action was performed out of context or worse still, out of imagination. Would it have made a difference if the Secretariat was consulted for the position before acting? Are the notes that attendees of a meeting take for their own consumption, sufficient for implementation of a decision of the Board? After all, the attendees were in the same room as the Secretariat in the Board meeting, so what is the fuss all about? This is when the red flags should be vigorously waved!

Governance is a dynamic practice and entails responsibility for actions by different players. In accepting this proposition, it is also important that we bear in mind that like the human body, it takes different organs of the body to take a single step in a certain direction. The brain needs to register the need to take a step and send a sensory message through the nerves so that the muscles can be activated with the energy that the blood carries to the body after the heart pumps it…and then eventually that action of a step takes place and is successful (I take no responsibility for the science in this illustration!). My point here is that there must be a starting point or origin of an action.

The Secretariat, as a servant of the Board and custodian of governance instruments and record of proceedings of the Board is the first point of call in an event that there is need to confirm activities of the governing body as it relates to the management of an organisation. Having said that, the all-important question as to whether mechanisms are in place to enable responsible actors to have access to information necessary for the execution of their functions, from the Secretariat.

The process of communication of decisions of the Board from the Secretariat to responsible structures of Management is a critical aspect of governance. The decisions of the Board are not for the Secretariat to simply put away before they are utilized. There is a duty attached to the honor of being a custodian of governance instruments and record of proceedings. High on the chart is the need for the Secretariat to disseminate the information in their context to authorized actors and ensure that there are no ambiguities in the said communication. The Secretariat has a duty to understand decisions of the Board and seek clarity where in doubt so as to avoid the risk of taking action in excess of authority granted or indeed, short of it.

As an actor who is a beneficiary of the resources from the Secretariat, it is incumbent upon you to be able to approach the Secretariat to confirm the decision which you intend to act upon so that you are “protected” from embarking on activities that are at a tangent with what was actually decided. You do have the right to follow up on action points in the event that they are not forthcoming even after the established period that you should receive them as such delay may affect your delivery on the key performance indicators in relation to your function in the organisation. Constructive proactiveness should be a welcome intervention in any organisation that is deliberate on exceptional performance.

I advocate an approach to governance that promotes overall success and partnership across all stakeholders in an organisation. The internal stakeholders play a pivotal role in an organization’s effective operation and attainment of strategic intent and direction.

I hope that I have ignited some thought and perspectives towards the subject which encourages optimal utilization of resources of the organisation.