Where was the company secretary?

It feels like every week there is a new corporate scandal, whether in the public, private or third sector. And every time a new one emerges, the first thing I think is: where was the company secretary?

Well, there may not have been one. Or perhaps the organisation saw it purely as an administrative role that formed part of a director’s duties or those of a member of the finance team.

But if there was a qualified company secretary in the organisation, then my main emotion is one of empathy. What a tough few months/years they must have had. I imagine someone who has been professionally advising the Chair and the Board that the governance and practices they had in place carried risks, and suggesting improvements. They had no doubt tried all the avenues available to them to make their point and drawn on all their soft skills. And when their warnings had fallen on deaf ears, they had perhaps taken comfort from the fact that they had done everything they could, and let it go – or even resigned. In some businesses the company secretary would have to go through all this without being able to confide in anyone.

Finally, when the scandal broke (and if they were still in post), they were no doubt part of the ‘clean up’ operation, swallowing back the “I told you sos” and suggesting lessons learnt exercises are carried out.

When the scandal breaks the blame is often placed at the door of the board. But it must take a resilient person not to be wondering, could I, as company secretary, have done any more – and what could I do differently next time?

Does anyone else feel empathy for the company secretary when a scandal breaks?