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The Evolving Role of a Company Secretary

  Jul 18, 2019

As a Company Secretary (CS), one knows the numerous complex and fast-moving threats that face an organization. It could be in the form of disruptions from corrupt dealings, cyber-attacks, active shooter incidents, and self-inflicted internal jeopardies. In theory, one needs to stay ready; however, when companies seem ill-prepared in the face of a crisis, the first question people ask is, “where was top management?” Quickly followed by, “where was the board?” mainly when the problem involves the Chief Executive Officer (CEO) or senior executives.

On 10th July 2019, Strathmore University Business School (SBS) in conjunction with the Institute of Certified Secretaries (ICS) held a breakfast forum replete with company secretaries from different industries. The discussion offered an erudition opportunity to the participants through case study and peer to peer learning on how efficient company secretaries can guide boards through difficult situations. Those present were acquainted with a case study scenario and tasked with devising solutions to a corporate crisis incident where a panel would later evaluate them.

Ms Carol Musyoka, Adjunct Faculty member at SBS and Lead Faculty in the Board Governance programmes was present as the moderator of the day. The participants, guided by a panel of three, CS Betty Nyabuto, CS Dr Martin Oduor and CS Nkirote Njiru who gave their parameters of tackling a crisis as a company secretary. CS Nyabuto posed a question to the participants, asking, “can a crisis be predicted?” She said this alluding to the importance of a risk management plan for every company.

CS Nyabuto heartened the participants to be bold when faced with company crises and to address the board with facts and not hearsay. The panel advised that the first course of action is to gather all the current information available and call an emergency board meeting. It will allow you to set the course of action going forward. As a CS, your role is to advise the board; however, CS Nyabuto explained, you may not be ‘popular’ in this circumstance. You are to act as the voice of reason despite anyone’s vested interests in the crisis at hand. “One is to remember that your allegiance is to the rule of law and the company you represent,” said CS Nkirote.

The panel further advised the participants not to rush to communicate to the media and stakeholders as each addressing message will be different. The board will also need to ensure continuity of the company functions through interim appointments, especially for companies listed with the Nairobi Securities Exchange (NSE). Dr Oduor asked the participants to see to it that their crisis management plan can cover a wide range of incidents. He went on to add that one needs to ensure minutes of the board meeting is on record to ensure accountability.

In closing, Ms Musyoka encouraged the participants to ensure the continuity of their education on the crisis. She reiterated their responsibility to disseminate their knowledge to board members. Ms Musyoka mentioned the corporate governance programmes offered at SBS, which play a crucial role in educating board members. For more on these programmes, click here.

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