Once seen primarily as corporate administrators, company secretaries are now central to board effectiveness, regulatory readiness and responsible technology adoption. Victoria Geroe, Corporate Governance & Stewardship Manager, explores how the role is evolving and what governance professionals need to remain fit for the future.
The company secretary has long occupied a distinctive position in the governance architecture of an organisation. The role is close enough to the board to understand how decisions are made but sufficiently independent to provide perspective and challenge. Traditionally, the function has combined board administration with technical expertise (namely around company law and regulations) and statutory compliance.
The environment in which company secretaries operate is changing rapidly. AI, increasing regulatory expectations, geopolitical uncertainty, cyber risk, stakeholder scrutiny and more complex organisational structures are all changing what boards need from their company secretaries.
This is highlighted in the changing of the terminology itself. The title ‘company secretary’ dates to a time when the role was largely associated solely with administration and record-keeping. The word ‘secretary’ can therefore give a misleading impression of what the job actually involves today. The term ‘governance professional’ is increasingly used because it better reflects the modern role: advising boards and senior leaders, ensuring organisations comply with legal and regulatory requirements, supporting good decision-making and helping organisations to operate effectively and responsibly.
1. The shift from corporate administrator to strategic boardroom adviser
While the fundamentals remain the same, there has been a marked shift in what it means to be a company secretary/governance professional in recent years. The company secretary was historically an administrator who ensured that board meetings happen. The role is now one of a strategic adviser, creating the conditions to ensure that the board makes effective decisions. This involves understanding the organisation's strategy, risk profile and operating model, while retaining sufficient independence to identify governance weaknesses and challenge established practices as needed. The modern company secretary sits at the intersection of law, regulation, strategy, risk, information and boardroom dynamics.
The Financial Reporting Council's (FRC) UK Corporate Governance Code 2024 (the Code) stresses that the company secretary is responsible for advising the board on governance matters – supporting the chair as well as helping the board and its committees to function effectively. The accompanying guidance highlights additional responsibilities around information flows, director induction and development, board access to independent advice and the continual review of whether governance processes remain fit for purpose. Clearly, the role description today has moved beyond simply that of administrator.
The changing regulatory environment reinforces this shift. The 2024 Code has introduced greater emphasis on outcomes, risk management and internal controls. In particular, the revised Provision 29 now requires boards, for financial years beginning on or after 1 January 2026, to make a declaration in the annual report regarding the effectiveness of their material controls. This is a much more explicit statement of board accountability than simply reporting that the board had reviewed its internal controls, as was previously the case. Provision 29 has significantly changed what boards are expected to tell shareholders publicly about what they have done and what they have concluded.
For company secretaries and governance professionals, Provision 29 is now primarily about ensuring that the board has a robust, well-evidenced process for assessing the effectiveness of the company’s material controls and is able to make its new year-end declaration with confidence. In practice, this means embedding the review of material controls into the board and audit committee calendar, coordinating input from management, risk, compliance and internal audit, ensuring control weaknesses and remediation are properly tracked, and maintaining a clear evidence trail of the board’s consideration and challenge. The company secretary also coordinates the resulting annual report disclosures. Ultimately, Provision 29 is less about the company secretary testing controls themselves and more about ensuring the governance, information flow, decision-making and documentation are in place to support the board’s accountability for its declaration.
The future-ready company secretary will need to master influence without overreach, being sufficiently close to the board to understand its challenges but sufficiently independent to ask the questions others may not.
2. Embracing AI as a means to strengthen, not replace, the governance function
Few developments illustrate the changing nature of the governance profession more clearly than AI. Traditional governance tasks such as preparing agendas, collating papers, monitoring filing deadlines, drafting minutes and tracking actions are increasingly capable of being automated or AI-assisted.
Chartered Governance Institute (CGI) research has already identified minute-taking, agenda-building and compliance among areas where AI could reshape company secretarial work. It found that 74% of governance professionals were concerned about the accuracy of AI-generated content in corporate reporting. This research raises interesting questions around which parts of the company secretary role should continue to be performed by humans, and which can (and/or should) be automated by technology.
When Microsoft Excel was first introduced, accountants feared that digital spreadsheets would make their expertise redundant by allowing businesses to perform calculations and financial modelling more quickly and independently. Instead, Excel transformed rather than replaced the role of accountants, freeing up time to focus more on analysis, judgement and strategic advice. Governance professionals face a similar opportunity with AI, which can automate tasks such as drafting, meeting support and regulatory monitoring, thus freeing up time for more strategic work.
There is also the opportunity to create a new governance discipline in itself for ensuring that AI is used responsibly. An AI transcript, for example, may capture what directors said, but a skilled company secretary understands the undertones of the discussion: where the board was unconvinced, whether an action was actually agreed and whether a decision requires further follow-up. AI can misinterpret nuanced boardroom debates, fabricate precedents or distort compliance records. Further, audio recording meetings for automated AI transcription can discourage open, candid director challenge and debate. These are all issues that governance professionals need to understand and mitigate.
Deloitte's 2025 Corporate Reporting Insights found that 62% of boards now mention AI in their governance disclosures, compared with just four boards in its 2023 survey. The company secretary is well placed to ensure that AI becomes a governance issue within the boardroom, rather than simply an IT issue. For more information, see our article on AI governance: 10 essential questions for responsible adoption.
3. Building the company secretarial function of the future
As the role of the company secretary/governance professional changes, the operating model of the function needs to change with it.
Diligent's 2026 research found that 74% of governance practitioners said their scope had expanded over the previous two years, while 46% said workloads were outpacing headcount. 56% of respondents described themselves as strategic advisers to the board but only 17% believed their boards viewed them in that way. This perception gap should concern boards and organisations; a function that is expected to provide strategic advice but is measured primarily on whether it has completed administrative tasks will struggle to develop its full potential. Ways to counter these risks include the following:
- Invest thoughtfully in technology: automation should not simply be introduced to reduce headcount or make existing processes marginally faster. The objective should be to redesign the function around higher-value work, with appropriate controls over confidentiality, data security, accuracy and human oversight.
- Broaden the skills base: technical company law and governance knowledge remain essential, but they need to be complemented by commercial awareness, strategic thinking, technology literacy and strong interpersonal skills. Ensure that ongoing training is in place to keep abreast of technological, political, legal, regulatory and commercial developments.
- Rethink how the function demonstrates value: the secretariat should be able to articulate how it improves board decision-making, effectiveness, governance resilience and organisational accountability. This includes measuring and recording quality and timeliness of board information, completion of governance actions, board evaluation outcomes, regulatory readiness and improvements arising from governance reviews.
Conclusion
The modern company secretary/governance professional looks less like a corporate administrator and more like a strategic board adviser. They still need to get the basics right: accurate records, effective meetings, sound governance processes, statutory compliance and high-quality board papers remain fundamental. The challenge for future ready governance professionals is to master strategically advising the board without losing independence, influencing boards to embrace technology in a considered way and helping boards to navigate complexity without taking ownership of the board's responsibilities.
