Two Roles, Two Different Responsibilities
The Company Secretary sits at the intersection of the board and executive, responsible for governance integrity and independent advice.
By contrast, CFOs and legal counsel are aligned with management priorities — financial performance and legal risk.
Why Companies Combine the Company Secretary Role
In many organisations, combining the Company Secretary role with another executive position — typically the CFO or in-house legal counsel — is a practical decision. It is often driven by cost efficiency, particularly in smaller or growing businesses, and may simplify communication, with one senior person managing multiple responsibilities.
There is also a perception that the Company Secretary role is largely administrative — focused on compliance, lodgements and board support — making it appear a natural extension of an existing role. CFOs and legal counsel are highly capable professionals, and boards may feel confident that their skills cover governance requirements. However, as organisations grow and governance becomes more complex, this structure can introduce limitations, particularly around independence, focus and depth of expertise.
Why Dual Roles Create Tension
Holding both roles creates an inherent conflict between supporting the board and being part of the executive. The Company Secretary is expected to provide independent governance oversight, while the CFO or legal counsel is aligned with management priorities. This dual positioning can make it difficult to challenge decisions, leading to reduced independence, blurred accountability, and governance taking a back seat to operational pressures.
The Expertise Gap
CFOs and legal counsel are highly skilled, but their expertise is focused on financial performance and legal risk respectively. The Company Secretary role requires a different skill set — including governance frameworks, ASX compliance, board processes and stakeholder expectations. Without dedicated focus in these areas, governance can become reactive and procedural rather than structured and effective.
Why One Role Always Suffers
Both roles are demanding and time-intensive. In practice, immediate business priorities tend to dominate, meaning governance responsibilities are compressed into limited time. This often results in governance being treated as an administrative task rather than a strategic function, reducing its effectiveness at board level.
Independence Is Difficult to Maintain
A key function of the Company Secretary is to provide independent advice to the board, separate from management influence. When the role is combined with an executive position, that independence becomes difficult to maintain — not only in reality, but also in perception. Even subtle bias or hesitation can impact the quality of governance and board confidence.
A Better Approach
Separating the Company Secretary role allows for clear alignment with the board and removes competing priorities. This leads to stronger governance discipline, more structured decision-making, and greater confidence that processes are being managed independently and effectively.
The Value of an Independent Company Secretary
An independent Company Secretary brings objectivity, specialised expertise and dedicated focus on governance. They are able to guide the board without competing operational pressures, ensuring that governance is not only compliant but genuinely effective.
The ACG Partners Approach
At ACG Partners, our team brings deep governance, commercial and financial experience, combined with first-hand leadership and board-level experience. This enables us to provide practical, independent advice that reflects real-world decision-making, not just theory.
Final Thoughts
Combining roles may appear efficient, but it introduces complexity, tension and risk. Strong governance requires independence, focus and specialised expertise — and ensuring the Company Secretary role is properly resourced is a critical part of achieving that.
Two Roles, Two Different Responsibilities
The Company Secretary sits at the intersection of the board and executive, responsible for governance integrity and independent advice.
By contrast, CFOs and legal counsel are aligned with management priorities — financial performance and legal risk.
Why Companies Combine the Company Secretary Role
In many organisations, combining the Company Secretary role with another executive position — typically the CFO or in-house legal counsel — is a practical decision. It is often driven by cost efficiency, particularly in smaller or growing businesses, and may simplify communication, with one senior person managing multiple responsibilities.
There is also a perception that the Company Secretary role is largely administrative — focused on compliance, lodgements and board support — making it appear a natural extension of an existing role. CFOs and legal counsel are highly capable professionals, and boards may feel confident that their skills cover governance requirements. However, as organisations grow and governance becomes more complex, this structure can introduce limitations, particularly around independence, focus and depth of expertise.
Why Dual Roles Create Tension
Holding both roles creates an inherent conflict between supporting the board and being part of the executive. The Company Secretary is expected to provide independent governance oversight, while the CFO or legal counsel is aligned with management priorities. This dual positioning can make it difficult to challenge decisions, leading to reduced independence, blurred accountability, and governance taking a back seat to operational pressures.
The Expertise Gap
CFOs and legal counsel are highly skilled, but their expertise is focused on financial performance and legal risk respectively. The Company Secretary role requires a different skill set — including governance frameworks, ASX compliance, board processes and stakeholder expectations. Without dedicated focus in these areas, governance can become reactive and procedural rather than structured and effective.
Why One Role Always Suffers
Both roles are demanding and time-intensive. In practice, immediate business priorities tend to dominate, meaning governance responsibilities are compressed into limited time. This often results in governance being treated as an administrative task rather than a strategic function, reducing its effectiveness at board level.
Independence Is Difficult to Maintain
A key function of the Company Secretary is to provide independent advice to the board, separate from management influence. When the role is combined with an executive position, that independence becomes difficult to maintain — not only in reality, but also in perception. Even subtle bias or hesitation can impact the quality of governance and board confidence.
A Better Approach
Separating the Company Secretary role allows for clear alignment with the board and removes competing priorities. This leads to stronger governance discipline, more structured decision-making, and greater confidence that processes are being managed independently and effectively.
The Value of an Independent Company Secretary
An independent Company Secretary brings objectivity, specialised expertise and dedicated focus on governance. They are able to guide the board without competing operational pressures, ensuring that governance is not only compliant but genuinely effective.
The ACG Partners Approach
At ACG Partners, our team brings deep governance, commercial and financial experience, combined with first-hand leadership and board-level experience. This enables us to provide practical, independent advice that reflects real-world decision-making, not just theory.
Final Thoughts
Combining roles may appear efficient, but it introduces complexity, tension and risk. Strong governance requires independence, focus and specialised expertise — and ensuring the Company Secretary role is properly resourced is a critical part of achieving that.
