Company Secretary vs Governance Manager

Governance job titles have proliferated over the past decade. Company Secretary, Governance Manager, Head of Governance, Governance and Compliance Officer, Assistant Company Secretary — boards now see all of these on CVs and in job adverts, frequently describing overlapping work at very different levels of seniority.

The distinction that matters is not the title. It is whether the role holds an office recognised in company law, and whether it advises the board or administers for it. This article sets out where the line falls, how the two roles work together, what has changed at Companies House, and which appointment suits which board.

The one legal distinction

Company Secretary is an office recognised in the Companies Act 2006. Governance Manager is not. That single fact drives most of the practical differences.

A public company must have a secretary under section 271 of the Act. Section 273 then puts a duty on the directors of a public company to take all reasonable steps to secure that the secretary appears to have the requisite knowledge and experience, and holds one of the listed qualifications — for example membership of a recognised accountancy or governance body, qualification as a solicitor or barrister, or at least three of the previous five years as secretary of a public company.

A private company is not required to have a secretary at all under section 270. Where it chooses not to appoint one, the Act allows anything authorised or required to be done by or to the secretary to be done by or to a director, or by a person the directors authorise. Where a private company does appoint one, that person is entered on the public register at Companies House and holds the office formally, with the standing that goes with it.

A Governance Manager holds no such office. They may do much of the same work — board papers, minutes, committee administration, policy — but they do it as an employee performing a function rather than as the holder of a statutory position. Documents requiring the secretary’s signature, and duties the Act attaches to the office, cannot simply be discharged by someone with a governance job title.

Boards sometimes discover this at an awkward moment: a filing requiring the secretary, a resolution needing certification, or a transaction where the buyer’s solicitors ask who the appointed secretary is. It is worth establishing early rather than during due diligence.

It also helps to be clear about what the office does not do. Appointment as Company Secretary does not make someone a director, and it does not transfer the directors’ own statutory duties to them. The secretary supports the board in meeting its obligations; the obligations remain with the board. That is one reason a capable secretary is valued — they make it easier for directors to do what the law already requires of them.

Side-by-side comparison

	Company Secretary	Governance Manager
Statutory office	Yes — registered at Companies House	No
Relationship to board	Advises it on governance; appointed and removed by the board	Supports it; usually reports to an executive or to the secretary
Core work	Statutory compliance, minutes, governance advice, share matters	Board and committee administration, policy, reporting
Typical background	CGI qualified, legal or accountancy	Governance, risk, compliance or PMO
Advises on directors’ duties	Yes — a defining part of the role	Rarely; usually escalates
Suits	Public companies, regulated firms, investor-backed boards	Larger organisations with a secretariat, or complex committee structures

The table simplifies a spectrum. At the junior end, a Governance Manager may spend most of the week scheduling meetings, chasing papers and maintaining action logs. At the senior end, a Head of Governance in a large group may be more experienced than the secretary of a smaller listed company, and may hold the secretaryship of several subsidiaries. The comparison describes the default shape of each role, not a ceiling on the people who hold them.

What a Company Secretary typically owns

• Statutory registers, confirmation statements and filings at Companies House.
• Board and general meetings: notices, agendas, quorum, resolutions and minutes.
• Share capital matters, including allotments, transfers and share schemes.
• Advice to the Chair and directors on governance, conflicts and directors’ duties.
• Board evaluation, induction of new directors and the board’s terms of reference.

What a Governance Manager typically owns

• The board and committee calendar, paper deadlines and the forward agenda.
• Collation and quality control of board packs.
• First drafts of minutes and maintenance of action and decision logs.
• Policy libraries, delegated authority frameworks and annual policy reviews.
• Subsidiary governance and entity management across a group.

For a fuller breakdown of the statutory role, our Company Secretary job description sets out responsibilities, reporting lines and the competencies boards should test for.

The advisory difference

Beyond the legal position, the substantive difference is advisory standing.

The UK Corporate Governance Code 2024 addresses this directly. Provision 16 says that all directors should have access to the advice of the company secretary, who is responsible for advising the board on all governance matters, and that both the appointment and removal of the company secretary should be a matter for the whole board. Principle I adds that the board, supported by the company secretary, should ensure it has the policies, processes, information, time and resources it needs to function effectively.

That is a positioning statement as much as a procedural one. Because the whole board appoints and removes the secretary, no single executive can do so alone. The role exists partly to tell directors things they may not want to hear, and that protection is what makes it possible. The Code applies on a comply-or-explain basis to listed commercial companies, but many private, PE-backed and regulated boards adopt the same principle because it works.

A Governance Manager reporting to a General Counsel, Finance Director or COO sits inside the executive rather than alongside the board. They can administer excellently. What they cannot easily do is tell the board that the executive they report to is proposing something improper.

For most private companies that distinction is theoretical until it is not. For boards with independent non-executives, external investors or a regulator, it is live from the outset.

In practice, the cleanest arrangement is for the Company Secretary to have a direct line to the Chair on board matters, whatever their day-to-day line management. Where the secretary also reports to the General Counsel or CFO for administrative purposes, the board should be clear that governance advice is not filtered through that reporting line.

Companies House and identity verification

The Economic Crime and Corporate Transparency Act 2023 has changed how Companies House treats the people behind a company, and it is a frequent source of confusion about the two roles.

Under current Companies House guidance on identity verification, the people who must verify are directors and their equivalents, people with significant control, and Authorised Corporate Service Providers. Company secretaries are not required to verify simply because they hold the office. If a secretary is also a director or a PSC, they verify in that capacity.

Verification for people who file documents on a company’s behalf — which is often the secretary or a governance team member — has been announced but not yet introduced. Companies House originally planned to bring it in during 2026; in August 2026 it confirmed that the filing measures will come in no earlier than November 2027, with at least six months’ notice before they take effect. Anyone planning a governance function should keep that date in view, because when it arrives the person submitting filings will need to be verified or file through a registered agent.

The practical point for boards is this. Somebody needs to own the company’s relationship with Companies House: tracking which directors and PSCs have verified, making sure personal codes are supplied with confirmation statements and new appointments, and keeping the register accurate. In a company with a Company Secretary, that sits naturally with the secretary. In a company without one, it often falls to a Governance Manager or the finance team by default, and that is precisely the kind of unowned task that surfaces in due diligence.

Which should you appoint?

A Company Secretary where the company is public and therefore required to have one; where external investors have joined the board and expect proper process; where the business is heading toward a transaction; or where the board contains independent directors who need advice that is not filtered through the executive.

A Governance Manager where an established secretariat already exists and needs additional capacity; where the volume of committee administration justifies a dedicated role beneath the secretary; or where the organisation’s governance burden is large but the statutory position is already covered, for instance by a General Counsel who also holds the secretaryship.

Both is common in larger organisations, and is the cleanest structure: the Company Secretary holds the office and advises the board, the Governance Manager runs the machinery underneath.

One combination to avoid: appointing a Governance Manager as the only governance resource while leaving the secretaryship formally vacant or held by a director who has no time for it. That arrangement works until the board needs advice or a buyer asks a question.

Questions to settle before you write the brief

• Does the company need someone to hold the statutory office, or is that already covered?
• Is the gap advice to the board, or capacity to run the board cycle?
• Who will the role report to day to day, and does it have a direct line to the Chair?
• Is a transaction, listing or regulatory application likely within the next two years?
• How many entities, committees and board meetings does the role need to cover?

The answers usually point clearly in one direction. If they do not, the role may need to be split, or covered in the short term while the board decides. An interim Company Secretary is a common bridge where the office falls vacant unexpectedly, where a transaction needs dedicated support, or where the board wants to see what the role demands before committing to a permanent hire.

Some boards also weigh an external provider for the statutory work. Our guide to outsourced versus in-house company secretarial support covers when that works and when a board needs someone in the room.

How the two roles work together

Where a business has both, the division of labour should be explicit. A common model is that the Company Secretary owns the board and the shareholders — main board meetings, the AGM, directors’ duties, share capital and the statutory registers — while the Governance Manager owns the committee cycle, the subsidiary estate and the policy framework, escalating anything with legal consequence.

The handover points matter more than the headline split. Minutes drafted by the Governance Manager should be reviewed by the secretary before circulation. Conflicts of interest raised in committee should reach the secretary the same day. A change to delegated authorities should be approved through the secretary, not just updated in the policy library. Writing these points into both job descriptions avoids the slow drift in which each assumes the other has dealt with something.

Groups with many subsidiaries face a particular version of this. Each company needs its registers, filings and accounts approvals kept current, and the volume can be considerable. It is common for a Governance Manager or entity management specialist to be formally appointed as secretary of the subsidiaries while the Group Company Secretary holds the office at the parent. That is a sensible structure, provided the appointments are actually made and recorded.

Transactions and regulated firms

Two situations sharpen the distinction more than any other.

The first is a transaction. Buyers’ lawyers will ask for the statutory registers, board minutes covering key decisions, evidence of share allotments and transfers, and the history of filings. A competent secretary will have these in order before the data room opens. Where nobody has held the office, or where the work has been split informally between finance and an administrator, the gaps take time to fix and can affect the buyer’s confidence in the business more widely. Our article on the Company Secretary in an M&A process covers what that work involves.

The second is regulation. FCA-authorised firms, insurers and other regulated businesses tend to have more committees, more formal records of decisions and closer scrutiny of how the board challenges the executive. A regulator reviewing board effectiveness will look at the quality of papers and minutes, and at whether challenge is recorded. That favours a qualified secretary with standing, supported by governance staff, rather than administration alone. In smaller regulated firms, the secretaryship is sometimes combined with a legal or compliance role, and it is worth checking that the combination does not create conflicts with the person’s other responsibilities.

In both situations, the secretary often works closely with the General Counsel. Where a business is building a legal and governance function together, General Counsel recruitment and the secretaryship are frequently considered as a single design question: one person holding both, or two people with a clear boundary.

Qualifications and candidate pools

Company Secretary candidates most commonly hold the Chartered Governance Qualifying Programme from the Chartered Governance Institute UK & Ireland, which is the recognised professional route and leads to chartered membership as a Chartered Secretary or Chartered Governance Professional. Many effective practitioners come from legal or accountancy backgrounds instead, and section 273 recognises both. For public companies, remember the directors’ obligation to take reasonable steps to satisfy themselves as to knowledge, experience and qualification — and to be able to evidence how they did so.

Governance Manager candidates come from a wider pool: governance and risk functions, compliance, legal support, and occasionally project or programme management where the requirement is heavily administrative. Part-qualified CGI candidates studying toward chartered status are common and frequently excellent value, since the role can support their qualification.

A practical point for boards recruiting either: the two markets overlap and candidates move between them, so a CV headed “Governance Manager” may belong to someone fully qualified and capable of holding the office. Read the substance rather than the title, which is advice that applies in both directions.

What to test at interview

For a Company Secretary, test judgement as well as process. Ask how the candidate handled a director with an undeclared conflict, a board that wanted to take a decision outside its authority, or minutes that the executive asked to soften. Ask what they would check first on joining a company that had not had a secretary before. Strong candidates will talk about the registers, the articles and recent filings before they talk about board packs.

For a Governance Manager, test organisation and accuracy. Ask how they manage paper deadlines with late contributors, how they keep a policy library current, and how they would handle a request from an executive to change a paper after it has been circulated. Good candidates will know when to escalate and to whom.

Our guide on how to hire a Company Secretary covers the search process, assessment and onboarding in more depth.

Frequently asked questions

Is a Governance Manager the same as a Company Secretary?

No. Company Secretary is an office recognised in the Companies Act and registered at Companies House. Governance Manager is a job title with no statutory standing. The work overlaps considerably; the legal position and the board relationship do not.

Can a Governance Manager act as Company Secretary?

Only if formally appointed to the office and registered. Many are, and the dual arrangement is common. What does not work is assuming the function covers the office without the appointment having been made.

Does a private company need either role?

Neither is legally required for a private company. Without a secretary, the directors, or someone they authorise, carry out the secretary’s functions. Most appoint one once external investors join the board, a transaction approaches, or the board grows beyond the founders and informal process stops being adequate.

Who should a Company Secretary report to?

The UK Corporate Governance Code says the secretary advises the board on all governance matters and that appointment and removal are a matter for the whole board. In practice that means a direct line to the Chair on board matters. Day-to-day line management into a General Counsel or CFO is common, but should not limit the secretary’s ability to advise the board independently.

Does a Company Secretary have to verify their identity with Companies House?

Not for holding the office alone. Current guidance requires directors, PSCs and authorised agents to verify. Verification for people who file on a company’s behalf has been deferred to no earlier than November 2027, and secretaries who do the filing should expect to be covered when it arrives.

Can one person do both roles?

Yes, and in many mid-sized companies one person does. The test is whether they have the time and standing to advise the board as well as run its administration. Where the administrative load crowds out the advice, it is time to split the roles.