Good Governance & the Company Secretary

With better governance increasingly high on the Regulator’s agenda, and the attention (and the expectations) of Government being firmly on the sector, more housing associations could be using the role of Company Secretary to better advantage.

The sector has not always given the role the thought it needs and as a result some organisations have fallen behind good governance standards.

There are a variety of different roles played by Company Secretaries in the housing sector; from the role being ‘tagged on’ to a wider executive position that often has a remit that is wider than or does not focus on governance, through to qualified Company Secretaries who play an active, yet arms-length, role in the governance structure.

Although there is no ‘one size to fit all’, it is vital for housing associations to be at the top of their governance and compliance ‘game’.

We consistently see negative in depth assessment (‘IDA’) outcomes linked to weaknesses in governance and controls within housing association structures and, whilst the Company Secretary’s role can be seen as largely administrative, an experienced Company Secretary has much more to offer in terms of understanding the association’s specific governance and control framework.

This is a challenge and a risk for the sector as many associations have resourcing issues in relation to access to and appetite for specialist and experienced governance staff when compared with other sectors.

There is no ‘rule’ on what the Company Secretary role should look like. However, consistent indicators of ‘good’ approaches include:

• * A specific, senior, role designated to be the Company Secretary, but also leading on governance and compliance. Compliance covers a range of matters – legal, regulatory, charitable and financial. The breadth of the role is wide and is sometimes supported by administration resources to deal with the day-to-day demands of governance
  
  
• * Use of the Company Secretary role as a ‘critical friend’ by the executive team and board; advising and supporting planning and decision making within the association. This is dependent on a consistent understanding by officers and board members, that the Company Secretary role is wider than a ‘tick box’ or administration-focused position
  
  
• * Empowerment of the Company Secretary at the highest levels, by an ability to hold those to account who to do not operate within the controls system. Aligned with this is a clarity of remit for the Company Secretary within the delegation and control framework. Where the role is “tagged on” to an existing Executive position, there can sometimes be a conflict of interest
  
  
• * A strong relationship between the Company Secretary role and the chair - mutually advising, supporting and guiding governance operations
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• * Organisations that invest in governance by providing specific training and development of staff into the Company Secretary role have seen fruitful outcomes

Governance structures and controls need to be reviewed to reflect this.

Downplaying the role has perhaps reflected the risk profile of the sector in the past, but the direction of travel is clearly towards greater emphasis on effective governance oversight, alongside larger group structures, diverse activities and the pressure to contribute to housing supply.

To answer this challenge, you should ask yourself: is there someone in your organisation that knows your constitution, intra-group agreement, standing orders, delegations and policies inside out, and feels comfortable, (and empowered) to challenge the executive team or board in relation to their application in relation to strategy, option appraisal and restructuring?

A good Company Secretary is a key strategic “partner” who will provide expert advice and guidance. The requirements for such a role in housing associations is increasing, and the sector needs to catch up. 

Bevan Brittan in partnership with DTP, will be presenting "Re-thinking the role of the Company Secretary" on  7 November 2018:  

Find out more & register your attendance

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