NZSA Policy No 11 – Position of the Company Secretary
Application: This policy applies to all NZX listed companies.
Purpose: NZSA maintains a range of policies to moderate the behaviour of all participants in the NZX listed company sector. These policies should be read in the context of the NZSA Policy Framework Statement.
1.0 Position of the Company Secretary
1.1 Nothing should stand in the way of the Company Secretary’s ability to provide sound governance information to the Board.
1.2 The Company Secretary must have a direct line of communication with the Chair at any time and without reference to the CEO.
1.3 It is inappropriate for the Company Secretary to be paid a profit-based incentive. It is acceptable for a modest incentive based on disclosed and verifiable personal performance to be paid, either in equity or in cash.
1.4 In a small country like New Zealand, with relatively small company management structures, we see that it is inevitable that the position of Chief Financial Officer and Company Secretary will often be combined.
1.5 We expect that the Audit Committee of the Board will supervise the financial information flows to ensure accuracy and objectivity of financial summaries.
1.6 We expect that in all accounting and secretarial matters the board will ensure that the Secretary’s reports are objective, and that the Secretary has unfettered access to the chair and the audit committee.
2.1 The Company Secretary is a professional position appointed by the Board. In recent years it has become common for the senior financial manager to be an integral part of the management team, often brought in by and used to working closely with the CEO.
2.2 In these circumstances their title is Chief Financial Officer and they are often given inducements and at-risk salary contracts to secure their services. The position of an independent company secretary has often become subservient to the managerial position of supplying financial services as part of internal management.
The definition of Independence is given in the NZX Listing rules under 2.13.3 (f).
NZSA maintains other related policies regarding audit as shown below:
Policy 2 Auditor Rotation (hyperlinks)
Policy 3 Auditor Tenure (hyperlinks)
This document was approved by the NZSA Board: July 2018
This document is effective from: July 2018
The next planned review date is: