Do South Africa’s Corporate Governance Frameworks Undervalue the Company Secretary? Evidence from the Companies Act and King V

In conversation with Dr Dumisani Pamba

Editor’s note

This edition features a contributed article from Dr Dumisani Pamba on the position of the company secretary under South Africa’s Companies Act and King V. The Hub Briefing’s In Conversation series welcomes articles and opinions from governance professionals. This piece presents the authors perspective and does not represent the opinion of The Hub Briefing.

South Africa's corporate governance system expects a great deal from the company secretary.

The company secretary is expected to support the governing body, advise directors on their duties, assist with statutory compliance, facilitate sound governance processes, maintain corporate records and help ensure that decisions are properly made and documented.

But there is a more uncomfortable question that deserves greater attention:

Does the governance framework give the company secretary sufficient authority, independence and institutional protection to fulfil all these expectations effectively?

My analysis of the Companies Act 71 of 2008, as amended, and the King V Code on Corporate Governance for South Africa suggests that the answer remains uncertain.

And that uncertainty matters.

The governance paradox

The modern company secretary is no longer simply the person responsible for preparing agendas, recording minutes and maintaining statutory registers.

The role has evolved into something considerably more consequential.

A company secretary can be positioned at the intersection of the board, management, shareholders, regulators and the organisation's governance infrastructure. The office can become particularly important when difficult questions arise: Is the board acting within its powers? Has a director complied with a statutory obligation? Has an appropriate governance process been followed? Should a matter be escalated? Has the organisation responded appropriately to a regulatory or ethical concern?

These are not merely administrative questions.

They are questions of governance integrity.

Yet this creates a structural paradox. The more the company secretary is expected to contribute to effective governance, the more important independence and professional authority become. But if the office remains institutionally dependent on the governing body it is expected to advise and, where necessary, challenge, the ability to exercise that responsibility may become constrained.

This is what I describe as responsibility–authority asymmetry.

The company secretary may have significant responsibility without possessing equivalent institutional authority.

Consider a hypothetical listed company preparing for its annual general meeting.

During the preparation process, the company secretary identifies a potentially material governance problem. A proposed board resolution has been drafted in a way that, in the secretary's professional assessment, does not adequately comply with the company's statutory or governance requirements.

The secretary raises the concern with the chairperson and recommends that the matter be reconsidered before the meeting.

Management, however, is keen to proceed. The resolution is commercially important, senior executives are already committed to the proposed course of action, and delaying the matter could create reputational and financial consequences.

The company secretary is now caught between two expectations.

On the one hand, the secretary has a professional and governance responsibility to provide objective advice and ensure that the board is properly informed.

On the other hand, the secretary remains an employee whose institutional position depends upon the governance arrangements of the organisation.

The question is not whether the secretary knows what good governance requires.

The question is whether the secretary has sufficient institutional protection to say so when the advice is unwelcome.

A strong governance framework should make it possible for the secretary to say:

“This is a governance concern, and I recommend that the board reconsider the matter.”

without that intervention being interpreted as insubordination, disloyalty or obstruction.

This example illustrates why independence cannot be treated as an abstract governance principle. It has practical consequences at precisely the moments when governance systems are tested.

It also illustrates the difference between access and influence.

A company secretary may technically have access to the board, but access alone does not guarantee that professional advice will be heard, acted upon or protected.

That distinction is central to the debate surrounding King V.

King V, released by the Institute of Directors in Southern Africa on 31 October 2025, provides an important opportunity to reconsider the position of the company secretary.

Compared with King IV, King V places greater emphasis on issues such as competence, objectivity, access to the governing body and the broader governance contribution of the company secretary.

That is an important development.

It reflects an increasingly sophisticated understanding of the office and recognises that governance cannot function effectively if the company secretary is treated merely as a compliance administrator.

But recognition is not the same as institutional empowerment.

King V remains part of South Africa's principles-based governance tradition. Its effectiveness therefore depends substantially on application, interpretation and organisational practice.

The question becomes whether stronger normative expectations will translate into stronger institutional realities.

Will company secretaries genuinely have the freedom to provide difficult advice?

Will they have meaningful access to the governing body?

Can they raise governance concerns without fearing professional or employment consequences?

And perhaps most importantly, who protects the person whose professional responsibility may require them to tell the board something it does not want to hear?

These questions cannot be answered by a governance code alone.

The Companies Act provides the company secretary of a public or state-owned company with significant statutory responsibilities.

That is important because it gives the office a legal foundation rather than making it purely discretionary.

However, the statutory architecture does not necessarily establish the company secretary as an autonomous governance authority in the same way that the office's responsibilities might suggest.

This creates a distinction between having duties and having the institutional capacity to discharge those duties independently.

A company secretary can be legally required to advise the board, support compliance and identify governance deficiencies. But the effectiveness of those responsibilities depends on the institutional environment in which the secretary operates.

Formal responsibility without corresponding authority can create a particularly subtle governance weakness.

The problem is not that the company secretary lacks responsibilities.

It is that the governance system may ask the office to carry responsibilities that exceed the authority and protection attached to it.

Independence does not mean that the company secretary should become another director.

Nor does it mean that the secretary should operate outside the authority of the governing body.

The issue is different.

The company secretary needs sufficient professional independence to provide objective advice, raise concerns and facilitate proper governance processes, even where doing so may be uncomfortable for powerful individuals within the organisation.

This is particularly important in environments where governance failure develops gradually.

Major corporate failures rarely begin with a single dramatic event. They can emerge through ignored warnings, weak challenge, procedural shortcuts, inadequate escalation and a gradual normalisation of conduct that should have attracted attention.

The company secretary can potentially occupy an important preventive position within this chain.

But prevention requires more than technical competence.

It requires voice.

And voice requires institutional protection.

The comparative experience of jurisdictions such as the United Kingdom and Australia demonstrates that the company secretary can be conceptualised as a significant governance professional rather than simply a statutory compliance functionary.

The lesson for South Africa is not that another jurisdiction should simply be copied.

South Africa has its own legal, institutional and public-sector realities.

The more useful lesson is that the institutional design of the company secretary deserves deliberate attention.

If the office is expected to contribute to board effectiveness, legal compliance, ethical governance and accountability, then its professional status, access, independence and protection should be designed accordingly.

This becomes particularly important for state-owned companies.

SOEs operate at the intersection of commercial objectives and public accountability. Their governance environment can involve political oversight, shareholder expectations, procurement requirements, regulatory obligations and substantial public resources.

In such an environment, a properly empowered company secretariat should not be viewed as an administrative cost.

It should be viewed as part of the organisation's governance control infrastructure.

The debate should therefore move beyond the question of whether company secretaries are "important".

Most governance professionals would agree that they are.

The more consequential question is whether the architecture surrounding the office allows that importance to translate into effective governance.

Several reforms deserve consideration.

First, statutory competency requirements for company secretaries of public and state-owned companies could be strengthened, with appropriate alignment to recognised professional standards.

Second, the appointment and removal arrangements for company secretaries should incorporate stronger independence safeguards so that the office is not vulnerable to inappropriate executive influence.

Third, the application of whistle-blower protections to company secretaries performing bona fide governance functions should be clarified.

Fourth, listed companies and relevant SOEs could provide greater transparency concerning the company secretary's qualifications, reporting arrangements, access to the board and removal procedures.

Fifth, the implementation of King V should be formally reviewed after sufficient practical experience has accumulated. King V is still too recent for definitive conclusions about its impact to be drawn.

Finally, professional bodies and public-sector authorities should continue strengthening the professional development and institutional capacity of company secretariats.

These reforms are not about giving company secretaries excessive power.

They are about ensuring that responsibility and authority are properly aligned.

There is a broader lesson here.

Corporate governance frameworks often focus heavily on directors, boards, audit committees, executives, auditors and regulators. The company secretary can receive considerably less attention despite occupying a potentially critical position within the governance system.

That may be a blind spot.

Good governance is not created simply by having more rules. It depends on whether the people responsible for making those rules operational have the competence, independence and institutional support to do so.

The company secretary sits unusually close to this process.

The office can facilitate the board.

It can advise the board.

It can support the board.

But it may also need, at times, to challenge the board.

That is precisely why the institutional design of the office matters.

The central question for South Africa after King V is therefore not whether the company secretary should exercise the authority of a director.

It is this:

Can an officer entrusted with protecting the integrity of corporate governance realistically fulfil that responsibility without sufficient independence, authority and institutional protection?

If the answer is no, then the problem is not simply that company secretaries are undervalued.

The problem is that the governance architecture itself may be undervaluing one of its own safeguards.

Join the conversation
Do you agree that company secretaries face a responsibility–authority asymmetry? What reforms would strengthen the role? Share your perspective with The Hub Briefing.