Developing the Governance Space: A Study of the Role and Potential of the Company Secretary in and around the Board of Directors

Abstract

This study brings together developments in corporate governance and organization studies to examine the work of the company secretary, a mandatory legal officer in UK listed corporations, typically positioned close to the board of directors, but hitherto largely ignored in governance and organizational research. Regulation continues to use distinctions between inside executive and outside independent non-executives on boards, opening up organizational space between what one director actually does vis-a-vis another. This study combines a socio-spatial perspective of organization with theories of board behaviour to identify the potential for company secretaries to engage in a vibrant role performance in and around the boardroom. Findings show the potential for company secretaries to act as boundary spanners, ‘walking the lines and working the spaces’ that connect executive and non-executive directors, so developing the governance space in ways that enable board effectiveness.