The modern Company Secretary: shaping governance in a changing landscape

The Company Secretarial role is becoming a strategic force in boardrooms, driven by new regulations and rising expectations around culture, controls, and transparency. This article explores how governance teams are embracing AI and expanding their influence.
Date
November 3, 2025

Executive summary

The Company Secretarial profession has evolved from a compliance-focused support function into a strategic cornerstone of board effectiveness. This article explores how governance teams are adapting to new regulatory demands, including the 2024 UK Corporate Governance Code and the Economic Crime and Corporate Transparency Act, while embracing technology – particularly AI – to enhance board operations, reporting, and entity management. It highlights the expanding skillset required of modern Company Secretaries, their growing influence on culture and assurance, and the practical guardrails needed to ensure responsible AI use. As expectations rise, governance professionals are increasingly positioned as integrators of board information, stewards of culture, and enablers of strategic decision-making


Over the past decade, the Company Secretarial profession has shifted from a predominantly compliance-led function to a strategic pillar of board effectiveness.

Today’s governance teams blend legal knowledge, commercial acumen, ESG fluency and technology literacy, while operating under greater transparency expectations from investors, regulators and society. With the 2024 UK Corporate Governance Code taking effect from 2025 (and the new Provision 29 internal-controls declaration from 2026), this evolution will only accelerate.

Below we chart how the role has evolved, what modern teams look like across sectors, and how AI is reshaping the function, bringing efficiency gains and new layers of scrutiny.

What’s new in 2024–26

The Financial Reporting Council’s (FRC) limited revisions to the Code (effective for financial years beginning on or after 1 January 2025; Provision 29 on internal controls from 2026) emphasise internal controls, culture and clearer reporting. Company Secretaries will be central to coordinating evidence, narrative and assurance around these topics.

The Economic Crime and Corporate Transparency Act (ECCTA), adds new director ID Verification and Failure to Prevent Fraud offence (for large organisations). The CGI UK warns readiness is lagging and only 28% of those directors surveyed felt prepared. Failure to Prevent Fraud takes effect from 1 September 2025, and ID Verification becomes mandatory from 18 November 2025 with a 12-month transition. Company Secretaries are uniquely placed to design controls, educate boards and oversee compliant identity processes.

From minute-taker to strategic adviser

The 2024 Code states that the company secretary is responsible for advising the board on governance and ensuring directors have the information, policies and processes to discharge their duties. This codified advisory mandate underpins the profession’s evolution from ‘Board admin’ to ‘Board architect’, framing agendas, enabling constructive conversation, and stewarding culture and stakeholder engagement.

Company Secretaries no longer sit in the meetings to take minutes; they are there to ensure the Board remains updated on all regulatory changes, market conditions and any potentially relevant topics. They are at the core of the business and are knowledgeable across risk, finance, operations and technology, which places them in a safe position to ensure organisations and their Boards are fit for purpose and looked after.

AI in the governance toolkit: benefits and boundaries

The FRC has acknowledged a growing role for AI in corporate reporting and digital processes, presenting an opportunity for efficiency and quality when used with human oversight.

  • Board operations: summarising long papers into decision-ready briefs; extracting actions from minutes; drafting first-cut resolutions and policy updates.
  • Board administration: preparing Chair agendas, key issue reports and assisting with the information flow within an organisation.
  • Entity management: anomaly detection across subsidiary records; renewal prompts; bulk changes.
  • Reporting support: checking narrative consistency across annual reports, Section 172 statements and ESG disclosures; tagging for digital reporting.

Why scrutiny is increasing

  • Accountability and explainability: UK GDPR requires organisations to evidence lawful, fair and transparent use of personal data in AI systems. Data Protection Impact Assessments, and explainability expectations apply where individuals are affected, and Company Secretaries should ensure Board visibility of these controls and disclosures.
  • Market integrity and trust: as AI becomes part of corporate communications and analytics, regulators and stakeholders expect clarity and transparency about its use and limitations, with governance teams aligning narrative, risk factors and assurance accordingly.
  • Regulatory horizon: the Competition and Market Authority’s work on foundation models sets principles for competition and consumer protection that will influence how firms procure and deploy AI, creating another Board-level consideration for governance teams.
  • Global policy divergence: Harmeen Birk, writing for the CGI UK1 notes that Trump’s administration AI action plan pivots the US towards deregulation and innovation-first policy, revoking Executive Order 14110 which was to establish safety and security requirements for AI development. This action represents an assertion of federal pre-emption in an area traditionally governed by state authority. UK Boards with a US exposure will need to reconcile this with UK/EU regimes and be clear about cross-border controls.

Practical guardrails for Company Secretaries

To ensure responsible and transparent use of AI within governance processes, it is essential to maintain a policy for human involvement for all Board papers, meeting minutes, and formal disclosures. This approach safeguards decision-making integrity by ensuring that critical documents are reviewed and validated by qualified individuals, even when AI tools are used to support their creation or analysis.

In parallel, organisations should establish and maintain a comprehensive AI use register. This register should document the purpose of each AI application, the data it uses, the controls in place, the approval processes followed, and the results of any testing conducted. Such a register not only supports internal oversight but also provides a clear audit trail for regulators and stakeholders.

What this means for Boards and leadership

Boards and executive teams must begin to treat resource governance not merely as a compliance exercise, but as a strategic function that underpins long-term value creation and resilience. This shift requires a proactive approach to oversight, ensuring that governance frameworks evolve in step with technological advancements and emerging risks.

Investment in technology must be matched by investment in skills. Tools alone are insufficient without the right processes and people to support their effective use. Boards should champion integrated capability-building initiatives that combine digital infrastructure with upskilling programmes, fostering a culture of informed and responsible innovation.

Clear accountability for the use of AI in reporting, disclosures, and internal controls is essential. Boards should ensure that policies governing AI use are well-documented, with defined assurance mechanisms in place. This includes assigning ownership for AI-related decisions and maintaining transparency around how these technologies are deployed within core governance functions.

Outlook: Governance gets “sharper” and more connected

As the 2024 Code takes effect and AI tools mature, the company secretarial profession will sit even closer to the board’s centre of gravity, curating decision-useful information, evidencing culture and controls, and coordinating multi-disciplinary assurance. The opportunity is clear: use technology to raise the quality and pace of governance, while meeting rising expectations for accountability and transparency.

Looking ahead to the evolving regulatory landscape, it is prudent to embed AI-related considerations into board and committee charters, risk appetite statements, and internal controls reporting frameworks. Doing so will help organisations prepare for the anticipated 2026 control statement requirements, ensuring that AI governance is integrated into core risk and compliance structures from the outset.

Talk to us

I partner with listed companies, financial services institutions and high-growth businesses to build future-ready governance teams – from Assistant CoSecs to Group – across permanent, interim and project mandates. If you’re thinking about team design, talent strategy, or salary benchmarks, I’d love to chat. Feel free to get in touch with me directly.

  1. https://www.cgi.org.uk/resources/blogs/2025/what-trump-s-ai-plan-means-for-the-future-of-governance/ ↩︎

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