In today’s governance landscape, boards are under unprecedented pressure to perform. Economic and geopolitical volatility, regulatory change and technological disruption demand agility and strong leadership. High-performing boards are shaped by dynamic governance, diverse perspectives and the strategic influence of the company secretary.
Drawing on insights from leading governance professionals from our most recent Industry Insights event, this article explores what makes a high-performing board, the role of the company secretary and how you can future proof board performance.
What do high performing boards look like in today’s governance landscape?
A high-performing board in today’s governance landscape is agile, strategic and adaptable to changing macroeconomic conditions. In times of crisis, boards must be able to pivot quicky, while during times of strong performance, they must focus on long-term strategy and well-informed decision-making.
Key characteristics include diversity of thought, clarity of purpose and dynamic governance structures. Boards must upskill, requiring training in emerging topics like sustainability and AI. Inviting external experts to address complex challenges can improve adaptability.
Through Lintstock’s analysis of over 150 board reviews that they facilitated over the past 12 months, the quality of company secretarial support emerged as one of the most critical determinants of overall board effectiveness. A high-performing company secretary will support seamless operations, effective succession planning and robust relationships between the board and executive leadership. This enables high-performing boards to demonstrate quality discussions and flexibility in approach while maintaining oversight without interfering with management. Ultimately, they must balance strategic direction with stakeholder engagement and evolve continuously to meet geopolitical and technological shifts.
What role does the company secretary play in supporting high-performing boards?
The company secretary’s role has evolved from being an administrator to being a strategic enabler and governance advisor that can develop and shape a high-performing board. Their responsibilities go beyond technical governance to include helping to shape board culture and delivering high-quality information for decision-making. They serve as a bridge between the executive team and the board, discreetly advising senior leaders, supporting succession planning and keeping the board aligned on key cyclical decisions.
Modern company secretaries also focus on risk, compliance and regulatory oversight, ensuring emerging risks are addressed in boardroom discussions. Success in this role depends on building strong relationships, exercising sound judgement and maintaining influence through trust and strategic contribution. Ultimately, by getting the basics right, delivering concise materials and challenging outdated practices, company secretaries create the conditions for effective governance and agile board performance.
Company secretaries looking to facilitate a high performing board can:
- Ensure quality information flow: Improve information flow by establishing standards for board papers that ensure structure, clarity and relevance, while training paper writers on effective communication, key points and question anticipation. A company secretary can add value by conducting pre-clearance of papers with committee chairs before circulation.
- Prepare and enable effective meetings: A company secretary can ensure smooth meetings, by organising pre-meetings with the Chair to align priorities and anticipate issues, coach presenters on their presenting skills and by ‘being swan-like’ – calm in meetings and proactive behind the scenes.
- Build influence through relationships: By building strong, trusted relationships with the Chair and stakeholders, you can use your judgement to sense board dynamics and intervene when tensions rise. A company secretary will gain credibility by consistently delivering concise, decision-ready materials.
What are the signs that a company secretary is improving board effectiveness?
A company secretary’s influence can be subtle and is borne through substance and execution, not ego. An effective company secretary might go unnoticed during events and meetings, while ensuring that everyone is prepared, relationships are strengthened and that the board operates efficiently. Practically, a company secretary should ensure focused meeting agendas that keep meetings on track, while delivering effective inductions, training, relationship management and bespoke director experiences.
What might impact board effectiveness, and how can a company secretary help?
Board effectiveness can be undermined by several factors, including major disagreements during sensitive transactions like M&As, poor timing, poor information flow and a lack of trust among directors. Scope creep and unprepared non-executive directors (NEDs) can also disrupt dynamics.
To mitigate these risks, the company secretary should:
- Ensure timely, transparent communication and keep stakeholders informed early to avoid surprises.
- Brief the Chair on gaps in NED engagement or skillset and maintain oversight of board relationships.
- Actively sense underlying board frustrations, manage perspectives across the board and intervene early to prevent issues from escalating.
By spotting potential conflicts or problematic agenda items and supporting the Chair in maintaining balance, company secretaries can help preserve trust and focus on strategic priorities.
Computershare’s practical insights for company secretaries
Information management
- Ensure timely and accurate flow information to the board, especially during sensitive transactions such as M&A
- Inform stakeholders early to avoid surprises and maintain trust
- Pre-clear board papers with committee chairs to prevent scope creep and excessive operational detail
Support with conflict management
- Monitor for signs of major disagreements and intervene early
- Brief the Chair on potential engagement gaps or tensions among directors
- Support the Senior Independent Director (SID) in questioning and reinforcing the Chair’s effectiveness
Director engagement and relationship management
- Identify and address issues with NED engagement (e.g., unprepared or poorly briefed directors)
- Develop and enforce a Directors’ Code of Conduct to set clear expectations
- Support in ensuring that NED’s maintain an ‘eyes on, hands off’ approach to board meetings
- Build strong relationships across the board and sense underlying frustrations
- Act discreetly to resolve tensions before they escalate
- Maintain neutrality during sensitive periods (e.g., leadership transitions)
Provide strategic oversight
- Keep discussions focused on strategic priorities – challenge low-impact agenda items
- Ensure the board maintains oversight without interfering in management
- Support the Chair in balancing challenge and driving performance
What trends in corporate governance are shaping the future?
Lessons from COVID and geopolitical shifts have highlighted the need for board resilience when responding to unexpected challenges. Year-round strategy discussions have become the norm, with company secretaries helping to keep boards informed while scenario planning and horizon scanning for emerging risks. A company secretary can help a board mobilise quickly when faced with external factors like cyber breaches and supply chain shocks.
Operational resilience is crucial in how a Board responds to a black swan event. Board compositions are shifting from subject-matter specialist appointments to generalists, meaning that Boards are more adaptable under pressure. With resilience being built into governance frameworks, Boards are learning to balance regulation and risk management with a focus on opportunities.
What processes impact board effectiveness in corporate governance?
A key theme from our expert speakers was the importance of ‘getting the basics right’. Simple procedures and processes can have a real impact on board operations. These can include:
- Board-executive sessions: Holding joint board-executive sessions improve meeting effectiveness and strengthen discussions.
- Board paper templates: Standardised board paper templates create efficiency and consistency across forums, for smoother meetings and easier paper writing.
- Interviews and reviews: Director interviews, communication protocols and reviews of past decisions improve board effectiveness.
- Online skills matrix: Implementing an online skills matrix with peer assessments provides richer data, enabling meaningful succession conversations with Chairs and revealing trends at the subsidiary level.
High-performing boards are not built overnight. They evolve through dynamic governance, adaptability and the influence of the company secretary. By being prepared for future shocks, fostering better relationships across the board and embedding processes that drive efficiency, boards can improve their operational resilience.
Many thanks to Sara Thomson, Sarah O’Reilly and Neil Alderton for sharing their experience and knowledge. If you want to attend more of our events, take a look at our Event Series hub.
Maddie Scrafton
Global Managing Director, Entity Governance and Compliance, Computershare
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Maddie Scrafton
Global Managing Director, Entity Governance and Compliance, Computershare
Maddie has a wealth of experience advising on and delivering practical corporate governance solutions. In her current role, she serves as the Global Managing Director of Entity Governance and Compliance, providing governance and company secretarial support to global companies. She also continues to lead UK Entity Governance and Compliance as Managing Director. Previous roles include Head of Governance for the Board of HSBC Holdings plc, Company Secretary for an AIM listed group and Senior Manager within EY's Entity Compliance and Governance team. Maddie is a fellow of the Chartered Governance Institute.