Company secretaries should enjoy greater independence, according to a leading company chairman.

Peter Brown, chairman of Synergy Holdings Ltd, argued in last week’s Financial Times that the company secretary ‘must answer to the independent chairman or senior independent director and not to the chief executive’.

‘This means that their pay and benefits are settled by the independent directors as they are the only secretariat available to non-executives within the company,’ he added. ‘Advice is often influenced by, and helpful to, those with bonus and salary review rights that must be taken by and remain with the non-executives.’

His comments echo recommendations made in ICSA’s submission to the Financial Reporting Council (FRC)’s review of the Combined Code, and views expressed by ICSA Policy and Strategy Director David Wilson in an article also published by the Financial Times in April.

Is this opinion shared by the majority of Cosecs? In a recent mailout to our CSS clients and candidates we asked ‘Who do you think the company secretary should report to?’ We were delighted with the level of response; it’s obviously a subject that Company Secretaries feel strongly about!

Over half of you believe that the Company Secretary should report to the Chairman but CEOs should not be unduly concerned, as some 25% considered that this should be the reporting line, and many of those who voted for the Chairman also felt that there should also be a dotted line to the CEO. And - where the Chairman is a non-exec - there is support for a stronger link to the CEO.

In both cases, many responses mentioned that the remit of the Company Secretary should be taken into account, with the report being to the Chairman on corporate governance matters, and the CEO on operational matters. To put this into context, a significant number of respondees made it clear that the remit of today’s Company Secretary should cover – indeed, focus on - key corporate governance responsibility, taking the role beyond that of corporate administration.

However, one – perhaps controversial - response commented that “Normally the Head of Legal Finance or Compliance to heads up the Governance department so it makes sense for the Company Secretary to report to one of these Heads; the Company Secretary is meant to provide board support in an independent manner and reporting to the CEO or Chairman will blur this.”

On the other hand, several voiced the opinion the Company Secretary should be a stand-alone board-level position, and many commented that the primary imperative is to ensure that the Company Secretary – as the ‘conscience of the company’ - is properly supported in being an effective and influential independent voice.

On respondent mentioned that the title of Company Secretary is probably somewhat outdated and doesn't truly reflect the level of seniority or responsibility that the Company Secretary takes on in the twenty-first century!

What do you think? As stricter compliance regulations come into force to prevent another financial meltdown, is it time to rethink the way Cosecs are remunerated and who they should answer to? We’d love to hear your views…