Decoupling the Role of GC and Company Secretary

For any in-house lawyer wearing the dual hats of General Counsel and Company Secretary, here’s one for you.

In this post, governance experts Paul Marcela and Andrew Vitrano, set out a handful of arguments urging companies to question why the CoSec role is still typically combined with the distinctly different role of General Counsel.

While the issues around privilege are set out from a US perspective (albeit still interesting I think), the other issues raised have global application.

For example:

“Think for a moment about the absurdity of having the company’s lead lawyer, or even his or her deputy, laboring over a binding machine (or the digital equivalent) to assemble, collate and distribute board meeting materials, ordering lunch for the board, assisting a board member with travel arrangements, or ensuring that a board member is paid or reimbursed. Believe it or not, this happens even at well-heeled public companies…”

Ever wondered whether large or small companies tend to combine the role of GC/CoSec? Well here's a chart showing company size data from a sample of 133 Australian in-house lawyers with the combined title.

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