The centrality of the role played by certified secretaries in ensuring that corporate organizations conduct themselves in strict compliance to the regulatory frameworks underpinning such an organization’s niche is one of the primary reasons for which the profession exists. In the United Kingdom (the UK), the profession of a Chartered Secretary (CS) traces its history to the work of Thomas Brown in establishing a professional body in the UK to govern the interests of secretaries governing publicly-traded stock companies in 1891, the Institute of Secretaries of Joint Stock Companies (Chartered Governance Institute, 2022a). The profession and its regulation have developed extensively over the years as the exigencies surrounding corporate governance have evolved.
Legal, Regulatory, and Institutional Frameworks Governing CS in the UK
The primary instrument regulating the CS profession in the UK is the Royal Charter granted to the Institute of Secretaries of Joint Stock Companies in 1902. The Privy Council has further amended this charter through the Royal Charter of 22 June 1966 (Cgi: Charter and Byelaws, 2022). In addition to this, the organization’s by-laws come in to provide further regulation of the profession. Other legislation such as the Charities Act, 2021 and the Companies Act, 2006 provide specific provisions governing the CS profession.
In the UK, the Chartered Governance Institute (CGI) (formerly referred to as the Institute of Chartered Secretaries and Administrators – ICSA) is charged with the task of the training, examination, registration, membership and regulation of all persons in the CS profession (Chartered Governance Institute, 2022a). This task is undertaken with strict adherence to the organization’s charter, by-laws, and values to guarantee that the standards in the profession are maintained.
Membership to the CGI is tiered in multiple levels: Chartered Membership, Graduate Membership, Affiliate Membership and Student Membership. Chartered Membership encompasses graduates of the Chartered Governance Qualifying Programme with GradCG status (Chartered Governance Institute, 2022). In addition, one ought to have six years of experience or three years for those with a degree or are members of other professional bodies to be an associate chartered member. Fellow chartered members need to have eight years of experience, 3 in a senior role of management (Chartered Governance Institute, 2022c). Graduate members are simply those that have completed the training programme, while Affiliated members are members who have completed a non-chartered course offered by the body. Any person undertaking the training program is a Student member by virtue of this fact and may apply for affiliate membership (Chartered Governance Institute, 2022d).
Qualification for And Training Curriculum of CS in the UK
The CGI provides training and examination for prospective chartered secretaries. To qualify for entry into the profession, one must have undertaken the Chartered Governance Qualifying Programme, whose entry requirements vary depending on the qualifications obtained earlier on (Chartered Governance Institute, 2022e). For instance, an individual with a law or finance background would not have to undertake all the courses in the module.
The training programme is divided into two parts. Part One covers aspects such as Corporate Governance, Health Service Governance, Company Compliance and Administration, Interpreting Financial and Accounting Information, and Company Law. Part Two covers Development of Strategy, Risk Management, and Boardroom Dynamics. Each module in the course requires 200 of study and is examined through a 3-hour exam.
Compliance with Requirements to Employ CSs
Article 271 of the Companies Act 2006 provides a mandatory requirement for public companies to have a secretary. This requirement is not expected of private companies, provided that their articles of association do not provide for it. In this sense, there is strict compliance with this requirement.
Mentorship and Collaboration in the Membership Institutions
The CGI endeavours to participate in efficient mentorship based on their devotion to improving the profession. Affiliate organizations to the CGI, such as the Worshipful Company of Chartered Secretaries and Administrators, participate in the professional development of the persons in the trade. This is based on the model where persons above the age of 30 mentors those below this age (‘Apprentices and Mentees’, 2022). This collaboration increases the effectiveness of persons in the profession and guarantees efficacy and compliance to the set standards insofar as professional development and posterity in the organization.
Improvement of the CSs and Environmental Social Governance (ESG)
CSs play a critical role in ensuring that the companies they work at adhere to the required standards of environmental preservation. Corporate governance entails the specific element of environmental awareness as is expected of any corporate entity. This is the crux of ESG. In the UK, CSs contribute to ESG by addressing how the organization’s model affects the environment (Hodge, 2021). This is done in order to align the organization’s policies and investments to attain sustainability. As Hodge (2021) discussed, for the ESG efforts to be accepted in organizations, it was integral for the CSs to undertake a paradigm shift in the organization. It was noted that this could be a new normal for the secretaries in different organizations where creating coordination could be an integral part of the roles played by CSs.
For the purposes of adapting to the evolving needs of the profession, CSs have had to take up unique roles in the management of their organizations. For instance, CSs have had to create a platform for discourse between companies and stakeholders through effective communication amid the changing trends (Whelan & Shier, 2021). These channels of communication also extend to the boards where CSs contribute to the effective working of boards through effective communication. This is integral for effective corporate governance.
Apprentices and mentees. (2022). WCCSA. https://wccsa.org.uk/join-us/apprentices-and-mentees/
Cgi:charter and byelaws. (2022). https://www.cgiglobal.org/about-us/governance/charter-and-byelaws/
Chartered Governance Institute. (2022a). About us. https://www.cgi.org.uk/about-us
Chartered Governance Institute. (2022b). Chartered governance qualifying programme. https://www.cgi.org.uk/professional-development/chartered-governance-qualifying-programme
Chartered Governance Institute. (2022c). Chartered membership. https://www.cgi.org.uk/join-us/chartered-membership
Chartered Governance Institute. (2022d). Graduate membership. https://www.cgi.org.uk/join-us/graduate-membership
Chartered Governance Institute. (2022e). Student membership. https://www.cgi.org.uk/join-us/student-membership
Hodge, C. (2021). ESG in the age of activism. https://www.cgi.org.uk/blog/esg-in-the-age-of-activism
Whelan, J., & Shier, M. (2021). The changing role of the company secretary. Deloitte Ireland. https://www2.deloitte.com/ie/en/pages/legal/articles/changing-role-secretary.html