A listed company secretary acts as a senior governance officer, advising the board and helping organise the information, decisions and records needed to meet the company’s obligations. The role connects the work of the board and committees with annual reporting, shareholder meetings and market disclosure. Its value depends on access to the business as well as technical knowledge.
For a board assessing the role, start with a practical question: when something important changes in the business, who makes sure the right people know, the implications are assessed and the necessary action follows?
This guide focuses on UK-incorporated commercial companies whose equity shares are listed in the FCA’s equity shares (commercial companies) category and traded on the London Stock Exchange Main Market. AIM companies, investment funds and overseas-incorporated companies need a separate assessment.
Which requirements shape the role?
A UK public company must have a company secretary who meets the applicable qualification requirements. The permitted routes include professional qualifications and relevant experience; Chartered Governance Institute (CGI) membership is not the only route. Companies House explains the requirements.
For a listed company, the Financial Conduct Authority’s (FCA) Listing Principle 1 also requires reasonable steps to establish and maintain adequate compliance procedures, systems and controls. The secretary can help organise these arrangements, but the requirement applies to the company. FCA UKLR 2.2.1R.
The UK Corporate Governance Code, published by the Financial Reporting Council (FRC), has a different status. Companies in this listing category apply its Principles and report against its Provisions on a comply-or-explain basis. The 2024 Code applies to financial years beginning on or after 1 January 2025, with Provision 29 applying to financial years beginning on or after 1 January 2026. FRC Code overview.
Under Code Provision 16, all directors should have access to the secretary’s governance advice, and appointment and removal should be matters for the whole board. UK Corporate Governance Code, Provision 16.
These distinctions matter when writing the job description: a statutory appointment, a company’s regulatory obligation and a governance recommendation are different things.
Who should the company secretary report to?
The FRC’s non-mandatory guidance recommends reporting to the chair on board governance matters. It also allows reporting to the chief executive or another executive director for executive management responsibilities. FRC guidance, paragraph 81.
Make that arrangement workable. The secretary needs a route to raise a concern with the chair when, for example, a paper omits a material qualification or a decision is being implemented beyond its approved terms. A reporting line is of limited use if every difficult conversation depends on permission from the person whose proposal is being challenged.
Agree responsibilities in writing. The following is a suggested division of work to adapt to the company’s structure and delegated authorities, rather than a prescribed organisational chart.
| Area | Company secretary’s contribution | Responsibility to make explicit elsewhere |
| Board decisions | Establish the approval route; organise papers; record the decision and follow-up | The relevant board or authorised decision-maker decides; management supplies the business case |
| Financial and governance reporting | Coordinate governance content, evidence and approvals | Finance validates financial information; the board and relevant committees perform their respective reviews |
| Market disclosure | Bring the right people together; coordinate assessment, records and release arrangements | Identify authorised decision-makers, factual owners and legal advisers; preserve the issuer’s obligations |
| Transactions | Connect the transaction timetable with governance and disclosure work | Management owns the commercial proposal; advisers address matters within their specialist remit |
What does a listed company secretary do through the year?
The role connects board and committee activities, corporate records, annual reporting and shareholder business. Define the underlying remit as well as the annual timetable. Agree who handles corporate records, statutory filings, director changes, subsidiary governance and share-plan administration where relevant. Allocate each activity explicitly, including work performed by other teams or providers.
Preparing the board to decide
The FRC describes the secretary’s role in supporting information flow, director induction and board development. FRC guidance, paragraphs 80–83.
In practical terms, a useful board paper should distinguish the decision requested, the evidence supporting it, the uncertainties and the limits of any proposed authority. The secretary can help the chair identify missing information before the meeting. The author remains responsible for supplying and checking the substance.
Afterwards, connect the record to action. If approval is conditional, give the condition an owner and a route back to the board where necessary. An action marked complete should mean the required work has happened, not simply that an email has been sent.
Connecting the annual report with what actually happened
The UK Listing Rules require annual-report statements explaining how the company applied the Code’s Principles and reporting compliance with its relevant Provisions, including specified explanations of departures. UKLR 6.6.6R(5)–(6).
Build the evidence during the year. If the report describes a board review, the supporting record should establish what was considered and what followed. Drafting season is a poor time to discover that the proposed narrative describes a process nobody can substantiate.
Provision 29 raises a related coordination issue. For financial years beginning on or after 1 January 2026, it includes a board declaration on the effectiveness of material controls at the balance sheet date, within the Code’s comply-or-explain framework. Code Provision 29.
The board decides which controls are material, considering the consequences of a failure for the company, shareholders and other stakeholders. FRC guidance, paragraphs 270–272.
The secretary can coordinate the route from evidence to committee and board consideration. Allocate ownership of controls, testing and remediation explicitly to the appropriate people. BG’s guide to Provision 29 and the material controls declaration examines that work in more detail.
Coordinating shareholder business
Annual general meeting (AGM) preparation and shareholder communications also need a joined-up timetable. Work backwards from the intended meeting and publication dates, assigning responsibility for resolutions, notice preparation, registrar arrangements, questions, voting and follow-up. The Chartered Governance Institute identifies shareholder liaison and AGM organisation among the listed-company role’s activities. CGI role guide.
Avoid treating the annual plan as a list of final deadlines. Include the earlier decisions, evidence and review time needed to meet them.
What happens between scheduled meetings?
The secretary helps new developments reach the people responsible for governance and disclosure decisions. A lost customer, changing forecast or potential acquisition can raise questions before the next board pack is due. Give business leaders a clear route to flag developments for assessment; they should not have to resolve the legal question before raising it.
Inside information broadly means precise, non-public information about an issuer or financial instrument which would be likely to affect the price significantly if published. Here, the issuer is the company whose shares are traded. The reasonable-investor test asks whether an investor acting reasonably would be likely to use the information as part of the basis for an investment decision. Under the UK Market Abuse Regulation (UK MAR), an issuer must disclose inside information directly concerning it as soon as possible. FCA explanation of UK MAR.
Under the ordinary Article 17(4) route, delay is permitted only where immediate disclosure is likely to prejudice legitimate interests, delay is unlikely to mislead the public and confidentiality can be ensured. If confidentiality can no longer be ensured during a delay, Article 17(7) requires the issuer to disclose the information as soon as possible. Following delayed disclosure, the FCA must be notified immediately after publication. FCA Primary Market Bulletin 59.
The issuer must also maintain insider lists covering people whose work for the company gives them access to inside information. Agree who maintains these, operates the company’s share-dealing procedures and provides cover. FCA guidance on insider lists.
The company secretary can coordinate the assessment and its record. A board calendar cannot determine when a disclosure obligation arises: the FCA’s guidance calls for directors to monitor changing circumstances continuously. DTR 2.2.8G.
Regulated information, including required financial reports and inside-information announcements, must be disclosed through a Regulatory Information Service (RIS). Name the people authorised to approve and arrange release, including their deputies. FCA explanation of DTR 6.3.3R.
The wording deserves scrutiny too. In its August 2026 bulletin, the FCA highlighted potentially misleading regulatory announcements using vague or exaggerated language. Primary Market Bulletin 65. Ask the factual owner what supports each significant claim, especially where the draft describes future benefits.
How does the company secretary support an acquisition?
The company secretary connects the approval process, disclosure assessment and decision record. Suppose management is negotiating an acquisition between scheduled board meetings. The chief financial officer (CFO) is assessing funding; lawyers are negotiating terms; directors will need to consider the proposal. This hypothetical example shows coordination questions, not a transaction-specific compliance checklist.
First, establish what is known. Ask who owns the financial assumptions, what remains uncertain, who has received confidential information and which advisers need to assess applicable transaction requirements. Do not assume that every acquisition is inside information, or that an unsigned deal cannot be.
Second, run approval and disclosure assessments alongside each other. Commercial approval concerns whether the company should proceed and on what authority. Disclosure concerns what the market must be told and when. Record the decision-makers for each. Waiting for the next board meeting is not, by itself, a justification for delaying disclosure under the conditions above.
Third, test a change against the actual approval. Suppose the board approves the acquisition subject to financing on specified terms. Those terms then change. The secretary should bring the change to the appropriate decision-makers, check whether the existing authority covers it and coordinate further approval if needed. Finance reassesses the funding implications; those responsible for disclosure reconsider the market position. Do not let an earlier minute saying ‘approved’ obscure the condition attached to it.
Finally, keep the record and release aligned. Check that the approved documents, conditions, delegated authority and announcement reflect the current position. Keep disclosure under review as negotiations develop. If disclosure is delayed, the FCA’s guidance says the issuer should prepare a holding announcement for an actual or likely breach of confidence. This initial announcement should give the available facts, explain why fuller information cannot yet be given and commit to a further update as soon as possible. DTR 2.6.3G and 2.2.9G(2). A decision log should help someone understand what was known and decided at the time.
Frequently asked questions
Must a UK public company’s secretary be a CGI member?
No. A UK public company must have a qualified secretary, but membership of the Chartered Governance Institute is only one route. Companies House also lists other professional qualifications and qualifying experience. Companies House requirements.
Does appointing a company secretary transfer the company’s disclosure duty?
No. A company with shares traded on the London Stock Exchange Main Market remains responsible for disclosing inside information under the UK Market Abuse Regulation. The secretary can coordinate assessment, records and release arrangements, while the company identifies who is authorised to approve announcements. FCA explanation of the issuer’s duty.
How can a board assess its company secretarial support?
Ask the chair, CFO and company secretary to work through a recent material decision. These are practical review questions, not a statutory checklist:
- Did the secretary receive the information early enough to identify governance and disclosure questions?
- Were authority, conditions and follow-up clear to the people implementing the decision?
- Could someone reconstruct the facts considered and the reasons for the disclosure decision?
- Was there a workable route to the chair when a concern needed attention?
- Would the arrangements still work if the usual contact were unavailable?
Use the answers to distinguish a knowledge gap, a capacity problem and an unclear allocation of responsibility. Each calls for a different response.
For sustained work requiring close knowledge of the business and regular access to directors, consider strengthening the in-house team. Temporary absence or a recruitment gap may call for interim cover. A defined transaction or reporting peak may suit specialist support alongside the existing team. A retained arrangement needs an agreed scope, access to information and a practical escalation route.
Where information arrives late or authority is unclear, address that directly. Adding capacity alone will leave the underlying problem in place. Whichever model you choose, agree who can act when the usual contact is unavailable and how urgent issues reach them.
Beyond Governance provides CoSec-On-Demand support, including interim cover and retained support, alongside transaction support and corporate reporting support. Start a discussion about the work that needs doing, the decisions that are approaching and the expertise already available within your team.
