Lynelle Bagwandeen (Prosus): ‘The company secretary is a facilitator, not a wet blanket'

What makes preparation in decision-making so important?
'I cannot overemphasise how important it is to carefully deliver information to the board - how to contribute to the curation and escalation of documents. You need to look beyond the technical details; you have to pay attention to the coherence and whether the story is clear. The board must be able to get to the heart of the matter straight away. I am constantly working on improving this process: How can I sharpen my contribution? How do I ensure that the information is correct and effective? I read extensively about international trends in the field of governance and remain committed to continuously improving our board governance processes.'

As a company secretary, you are the 'ham in the sandwich.' You move between the board and the supervisory board. At the same time, you are not part of either body. How do you deal with that?
'It is a balancing act. But ultimately my loyalty lies with the company. I always ask myself: what is best for the company? That means that you must remain objective, and that on occasion you have to challenge the status quo in a manner that is receptive to both management and the board. Being amiable and inclusive in this process is key.

The chairman is essential for the effectiveness of the board. How do you build a good relationship with the chairman?
'During my career as a company secretary, I learned that it takes years to build trust. It is a slow, long process in which you consistently need to deliver good work, try hard not to miss anything and always be available to the chair and directors. Company secretaries who are just starting out must realise this. It helps to radiate calmness. Even when things get tense, or when things do not go according to plan, I try hard to remain calm and focus on alternate solutions. As a company secretary, you need to park your ego at the door.'

Which skills do you think are essential for a good company secretary?
'Many lawyers are naturally solution-oriented: they think 'this is the problem, here is the solution.' But a good company secretary or legal counsel also needs to think strategically: 'This works now, but what will it mean in five years? And what if the market changes?' Embedding foresight in the planning process is crucial.'

How do you view the combination of legal counsel and company secretary?
'I had the roles combined at previous companies, but I am of the view that – especially in a complex company such as Prosus – it is better to separate the functions of legal counsel and company secretary. That gives the chairman and the board the certainty that they are not dependent on one person for legal and governance advice. It is also incredibly helpful and encouraging to be able to partner and rely on the general counsel for advice and support especially on complex issues. You never have all the answers yourself, so external advice is also merited.

Company secretaries are sometimes seen as a wet blanket as they tend to put the brakes on decisions. What do you think of that characterization?
'I disagree. I see myself as a facilitator. I am responsible for ensuring that processes run smoothly and that decisions are made quickly but carefully with due regard to all information. I am someone who tries to get everything done right. But the goal is always to help the company move forward.'

Risk management and regulation are becoming increasingly important for company secretaries. How do you keep an eye on stricter regulations while also supporting the board in effective decision-making?
‘Monitoring and engaging with regulators remain key to the process.  You can never completely eliminate all risks; it is about managing them as well as possible. In addition, risks are often also an opportunity for growth, for entrepreneurship. So proactive stakeholder engagement is important. I also think less regulation would be great. Voluntary governance codes allow companies flexibility.  I only gained that insight especially when I commenced practice as a company secretary. During my law studies, I was in favour of more regulations. I now understand that companies must have some room to manoeuvre. As a company secretary, you operate in a grey area. Of course, you always keep an eye on the law, but at the same time you need to be able to move within the uncertainties of that moment. If you put too much emphasis on risk management, you indeed become a wet blanket. My aim is to support the company in seizing opportunities.'

What is your biggest challenge in your role as company secretary?
‘Without a doubt, the lack of time. I wish there were 48 hours in a day. The sheer volume of information, the preparation for meetings, special board meetings, keeping up with new regulations – it is a huge amount of work. On top of that, I like to be well-prepared and have everything under control. In this job, that is not always possible. Precisely because you also operate in the grey area, and therefore need to deal with uncertain factors, you must be able to multi-task.’

You mentioned that you ‘suffer from AI fatigue.’ But can technology not make your job easier?
‘Absolutely, AI is extremely important. Within our company, we are currently testing tools that focus on automation and AI is central to the group’s strategy. There are so many new tools, so many new developments. I expect that there will be more AI board members in the future. In South Africa, Europe and the US, this is not yet allowed; board members must be natural persons. But it is happening in the United Arab Emirates, Hong Kong and Singapore. I am convinced that it will be allowed in more countries.'

What was one of the most difficult situations you have experienced as a company secretary?
‘I am an optimist by nature. When I look back on difficult times, I often think: ‘I learned a lot from that.’ In a prior job I had to navigate mediations with difficult partners which is always a distraction of management’s time. As a result, the real work – running the company – got snowed under. That was frustrating and took up much energy. As a company secretary, you are then in a split: you must monitor the processes, keep the documents in order, while the pressure to meet deadlines is enormous. It was a heavy burden. You constantly think: if this does not get done on time, the whole deal is off. Fortunately, I have never had to deal with aggressive behaviour or toxic leadership. On the contrary, I have always had the opportunity to work with inspiring directors.’

You have experience with both the two-tier and the one-tier governance model. Prosus has a one-tier model. Why?
'At Prosus, we opted for the one-tier model because it fits the fast-growing, dynamic sector in which we operate. In a two-tier model, the agreements at management level are highly formalised. The one-tier model offers executives a little more flexibility and clout. In the Netherlands, where our head office is located, it is possible for a company to opt for a one-tier model.'

Many company secretaries have little formal authority. How do you ensure that you have influence?
'In South Africa, the role is legally enshrined. In the Netherlands, there is also recognition of the role, and it is often specifically referenced in the articles of association of a company which provides a degree of authority. But you build influence mainly by working hard and consistently delivering good work. By making as few mistakes as possible and endeavouring to be available and reliable. That creates trust with the board. I also try to innovate by using innovative tools implementing AI where possible and engaging as best as I can. That way, you relieve the board of its burden. If executives and members of the board see that you make their work easier, your influence automatically grows.’

What advice would you give to company secretaries who feel isolated, who are struggling to fulfil their role well?
‘It could be that there is something wrong with the culture, but it could also be that you need to change something yourself. In that case, it is a good idea to approach the chairman or a board member and ask what you can do to be more visible. It can sometimes help to take on additional tasks, for example to research trends in governance. Show that you have the best intentions. Be honest and express your feelings before you decide to leave.’

You have worked in South Africa and now in the Netherlands. Do you have any advice for Dutch company secretaries based on your experience?
‘The Dutch governance code is well developed and very solid. But I think it is good to be open to alternative ways of working. Sometimes I notice that we are too keen on the status quo here. It can be refreshing to consider a different dynamic every now and then.

What makes working at Prosus so challenging and attractive for you?
'It is a company with an extremely diverse portfolio, active in various jurisdictions and emerging markets. Those growth markets are exciting – that is where the dynamics are, that is where it happens. It feels good to contribute to something bigger, something that has a real impact on people's lives. Prosus also has a strong values-driven culture. You can feel that in the decision-making. I am proud to work here, because the company is not only focused on profit, but also wants to contribute to positive change.'

This interview was published in Management Scope 03 2025.