‘The Company Secretary plays a crucial role’

I notice that you use the terms board secretary, company secretary and CoSec interchangeably. Are we always talking about the same function?
Van der Houwen: ‘They are all the same word for that one important function: the pivotal role within the board. It depends a bit on the environment what name this one functionary has. In healthcare and education, at funds, foundations and NGOs, people often talk about the board secretary. At listed companies, the term company secretary is used, and under the influence of the Anglo-Saxon culture, people often talk about the CoSec.’
Blankenspoor: ‘They are not necessarily all functions with the same range of tasks, these can vary considerably. And there is quite a difference in complexity. Some companies deal with complex laws and regulations. That requires a CoSec with a clear legal profile. The board secretary in the philanthropic sector often deals with fewer rules. The role there is somewhat less legal.’
Van der Houwen: ‘It is a function with obscure edges. It is often up to the company secretary to find out where his or her area of ​​work begins and ends. To see how far he or she can go. What space is allowed to me and what space can I take? What is crucial to be able to do the job well? This exploration takes place in interaction with the leading directors, usually the CEO and the chairman of the supervisory board.’
Blankenspoor: ‘I think it the strength of a good CoSec lies in playing that game well. It is sometimes a bit of a tightrope walk. The interests of the board of directors and the supervisory board are not always the same. You need to be given space but also claim some space.’

There sometimes seems to be a somewhat old-fashioned image surrounding the company secretary, but it seems the role is developing rapidly.
Van der Houwen: ‘The position has evolved into a mature position over the last twenty, twenty-five years. The company secretary provides strategic guidance within the organisation. The CoSec should be a fix-it-all and ensure that the interaction between the board of directors and the supervisory board functions optimally.’

To what extent does a CoSec contribute to value creation?
Blankenspoor: ‘The CoSec contributes firstly by ensuring that the administrative process is set up according to the rules of good governance. And he or she must ensure that the relevant, strategic matters are put on the agenda. The CoSec knows which discussions are held in the board of directors and what the supervisory board thinks about certain matters. It is partly up to the CoSec to bring these two worlds together. To bring valuable ideas from one side of the table to the other.’
Van der Houwen: ‘We have formulated ten principles for good governance (see box ‘Ten principles’ down below, ed.). The CoSec plays a crucial role in all of them. To get the principles of good governance implemented, to enforce them, to carry them through or to challenge them: you need an effective CoSec for all these things. One of our principles for good governance is, for example: information is a tool. The CoSec is the one who channels the flow of information within a company. The CoSec understands better than anyone what information is needed at what time. And from whom. And in what form. He should understand how much information people can process. How they want it delivered. That is an integral part of keeping the machine running smoothly.’

It makes me wonder: what kind of people are they? What character traits should a board secretary have?
Blankenspoor: ‘Actually, the CoSec is a bit of a chameleon within the organization. He or she must understand and speak the language of the boardroom. And must be able to translate that to the other stakeholders. I think that CoSecs must also be good listeners. And then think about what they are going to do with the information they have, and when, and how they can use that information to help the organization further. For that, you need strategic insight.’

I have also heard pleas for the roles to be separated, with a company secretary for the board of directors and a company secretary for the supervisory board.
Van der Houwen: ‘That can be a useful solution in some cases, but that mainly depends on the size and complexity of an organization. You will have to look at each situation to see what the best solution is. In large, listed companies it can be very sensible to separate the two roles. In a small organization it is in fact useful if one person fulfils both functions. On top of that there is the phase in which an organization is in. A company after a recent merger has a different dynamic than a company that is growing steadily. We have developed a model with which we analyze the development stage of the decision-making unit and link that to the degree of maturity of the required company secretary. That model helps us with the recruitment, selection and placement of candidates.’

It is often said that the company secretary is the guardian of the legacy. Do you recognise that?
Van der Houwen: ‘Absolutely. The CoSec often, to some extent, serves as the conscience of the club. But to be or become that, you need to be in the position for a while. You do not become the guardian of the cultural heritage within two years. It needs to grow. You often see that a company secretary remains in the position for longer. Then it makes sense that you are the guardian of the legacy. But we have seen the position change considerably over time. Nowadays you see more and more company secretaries who fulfil that position for four or five years and then move on to a position within the board.’
Blankenspoor: ‘The CoSec as a stepping stone position. I think that this is, generally speaking, a sensible development. In this way, the company secretary also becomes an important position in the field of talent development. A CoSec works closely with the board for four or five years, knows all the ins and outs and can then make this transition.’

If you ask around at primary school, not many will answer that they would like to become a board secretary
Blankenspoor: ‘No, certainly not. But the funny thing is that you can recognize the future board secretary. There is always that one in a working group who keeps things running, who takes the lead, who arranges the logistics, who gets things in order and keeps everything together. If you pay attention, you will recognize the CoSecs of the future there.’
Van der Houwen (jokingly): ‘So we can actually start headhunting at primary school.’

What makes you special in the field of recruitment and selection?
Blankenspoor: ‘We speak the language of both the boardroom and the executive side. We understand what is needed to be able to convey that information well. We have a holistic perspective on which person fits in which position. We look at the organization and the person as one whole. Whether you like it or not: in every person there is around five percent of clumsiness. We like to put together the puzzle in such a way that the five percents end up in the right place, in a board where, of course, those at the table also have their five percents. That is our strength: in the matching process of the varying five percents.’

This interview was published in Management Scope 04 2025.