The governance professional
What does a governance professional do?
The governance professional's role is to enforce a compliance framework to safeguard the integrity of the organisation and to promote high standards of ethical behaviour. S/he has a significant role in assisting the board of the organisation to achieve its vision and strategy. Chartered Secretary is the peak professional qualification in this arena.
The governance professional can hold different titles, depending on the organisation. You may be called Company Secretary, or Legal Counsel, or Chief Financial Officer. You may be called Chief Governance Officer or Chief Risk Officer. The title will vary depending on the circumstances of each entity.
In particular, the person has a significant impact on the level and quality of the organisation's corporate governance and governance culture and often has a pivotal role in assisting the board to achieve the entity's vision and strategy. The activities of the governance professional encompass legal and regulatory duties and obligations and additional responsibilities assigned by the employer.
The range of responsibilities and duties can include::
- providing advice to the directors and officers in relation to directors' duties and other aspects of the Companies Act, the constitution, stock exchange and other regulatory requirements (both within Southern Africa and in other jurisdictions if appropriate), and any other statutory requirements
- advising the board on corporate governance principles and implementation of programmes and risk management frameworks
- carrying out the instructions of the board, implementation of corporate strategy and giving effect to the board's decisions
- ensuring corporate accountability by communicating with the company's stakeholders and the public at large
- minutes' and meetings' preparation (the annual general meeting and other general meetings, directors' meetings and committee meetings and all meeting minutes)
- director recruitment and induction
- facilitating professional development programmes for the board
- directors' fees and entitlements
- board committee administration
- ensuring effective information flows within the board and to and from its committees and between non-executive directors and management
- acting as a conduit between members (especially major and institutional investors in listed companies) and non-executive directors
- communication with external advisers (legal, accounting etc) and corporate representatives
- directors' handbook/manual
- directors' and officers' (D&O) insurance
- board evaluations
- development, implementation, communication and maintenance of governance, risk and compliance policies, processes and procedures
- monitoring compliance with standing delegations from the board to management and reporting any breaches
- human resources, employee benefits and employee incentive plans
- share registries
- intellectual property asset management, such as patents, trademarks, business names and domain names
- legal, including powers of attorney
- accounting and finance
- dividend reinvestment plans
- trade practices
- environmental issues
- occupational health and safety and employment law in general
- anti-money laundering legislative requirements
- privacy legislation
- general administration
- property management
- investments monitoring
- document retention and management
- maintenance of corporate structure, including subsidiaries and associated administration.