NZ Shareholders Members Area

NZSA Policy Statements

The Position of the Company Secretary

Background

The Company Secretary is a professional position appointed by the board. In recent years it has become common for the senior financial manager to be an integral part of the management team, often brought in by and used to working closely with the CEO.

In these circumstances their title is Chief Financial Officer and they are often given inducements and at risk salary contracts to secure their services. The position of an independent company secretary has often become subservient to the managerial position of supplying financial services as part of internal management.

NZSA Position:

  1. Nothing should stand in the way of the Company Secretary’s ability to provide sound, accurate financial and other information to the board.
  2. The Company Secretary must have a direct line of communication with the Chairman at any time and without reference to the CEO.
  3. It is inappropriate for the Company Secretary to be paid a profit based incentive. It is acceptable for a modest incentive based on disclosed and verifiable personal performance to be paid, either in equity or in cash.
  4. In a small country like New Zealand, with relatively small company management structures, we see that it is inevitable that the position of Chief Financial Officer and Company Secretary will often be combined.
  5. We expect that the Audit Committee of the Board will supervise the financial information flows to ensure accuracy and objectivity of financial summaries.
  6. We expect that in all accounting and secretarial matters the board will ensure that the Secretary’s reports are objective and that the Secretary has unfettered access to the chair and the audit committee.