The company secretary: a key enabler of climate governance

The company secretary has a unique vantage point across the organisation. They sit in on board and committee meetings, work closely with executive teams, and have relationships across the breadth and depth of the business in a way that very few roles do. This combination of proximity to the board, involvement in its deliberations, and connectivity across the organisation is what makes the role so well placed to support climate governance.

“As a company secretary, you have a view of the entire breadth and depth of the organisation,” says Prasad. “It is very rare to have that kind of access, both to board members and to internal teams. Just that positioning, in my view, can elevate governance around climate action.”

Traditionally, the role is governance-oriented and focused on company law, listing rules and the effective functioning of the board and its committees. While reporting lines vary across organisations, the company secretary typically has a close working relationship with the board and the Chair. In many organisations, there is also an element of independence in the role.

“The company secretary is often well placed to notice when there is a gap between what the board has been told and what is happening in practice, and to ensure that this is surfaced through the right governance channels,” says Prasad.

Ensuring the flow of information

A central part of the role is coordinating the flow of decision-ready information to the board. This includes shaping agendas and board papers with objectivity and a commitment to supporting effective governance.

“Not only do they have access to decision-critical information, they can channelise it and make sure the right information from the right teams reaches the board in a form that supports meaningful discussion and oversight,” says Prasad.

This is particularly important for climate. Where climate information is fragmented or presented at too high a level, boards struggle to engage with it as a real business issue. The company secretary can help ensure that climate risks are addressed with the same rigour as other material business risks and are integrated into governance processes rather than treated as a standalone topic.

Working with the Chair and committee chairs, they can ensure that climate is appropriately reflected in board agendas and discussed in the context of business strategy rather than as a corporate social responsibility add-on.

Enabling climate competency in the boardroom

The company secretary can also play an important role in enabling climate competency at board level. This includes facilitating access to relevant expertise, peer networks and external perspectives, and helping structure conversations so that directors can engage effectively with complex topics such as climate risk, transition planning, sustainability reporting, and nature and biodiversity.

“What directors need is not traditional training, which is a one-way street,” says Prasad. “It is peer-to-peer dialogue that helps board members understand the risks, recognise the opportunities and ask better questions.”

This also extends to board composition. Just as boards need financial literacy, they need members who bring climate and sustainability competency. The company secretary, as a central part of the annual board effectiveness review process, is well placed to ensure that climate skills are factored into assessments of board composition and the identification of gaps.

Accountability for climate strategy rests with the board as a whole. The company secretary’s role is to enable that competency, not to own it.

Governance structures, regulation and reporting

The company secretary also has a direct role in the governance architecture that underpins climate action. Through committee terms of reference, they can help ensure that climate and sustainability responsibilities are clearly assigned, that the right issues are discussed at the appropriate committee level, and that nothing falls through the gaps between audit, risk, remuneration and sustainability committees.

As the regulatory and reporting landscape around sustainability continues to expand, from climate-related financial disclosures to broader ESG frameworks, the company secretary is well placed to help the organisation navigate these requirements. This includes ensuring that metrics and KPIs are properly governed and that the board has clear visibility of progress.

Remuneration is another area where the role is directly relevant. As companies increasingly link executive pay to climate and sustainability metrics, the company secretary, with access to the remuneration committee and involvement in shareholder consultation, can help ensure that those metrics are meaningful, measurable and properly reflected in remuneration policy.

If climate commitments are to carry real weight inside an organisation, they need to be reflected in how performance is measured and rewarded.

A powerful partner for climate action

The company secretary’s influence in the boardroom is largely what might be described as soft power. It lies in shaping the conditions under which decisions are made rather than directing the decisions themselves. Their relationships across the organisation, with executive teams, committees and the board, allow them to act as a bridge. They connect the sustainability function with the board and help ensure that climate issues are considered in the right forums and with the appropriate level of attention.

This influence also extends, at times, to investor engagement. As climate has become a mainstream investor concern, the company secretary is often involved in governance-related dialogue with shareholders, and can work alongside investor relations and the Chair to ensure the organisation’s position is clearly articulated and well governed.

An evolving role and a timely opportunity

The company secretary’s role has always encompassed the full governance cycle, from agenda setting and board papers through to minutes and statutory filings. As AI and digital tools increasingly support the more routine elements of that work, the role is becoming more focused on what technology cannot replicate: governance judgment, board effectiveness and strategic insight.

This includes understanding the difference between what an organisation is saying and what it is actually doing, anticipating which conversations need to happen ahead of board decisions, and building the trust with the Chair, CEO and committee chairs that allows governance to function effectively. Climate governance sits squarely within this space. It requires judgment on materiality, sensitivity to organisational dynamics, and the ability to navigate across functions without disrupting ownership or accountability.

“The company secretary can play a very significant part in shaping how governance around climate is structured,” says Prasad. “It is facilitative. The decisions rest with the board. But creating the conditions for well-made decisions is very much the company secretary’s business.”