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 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 appoint a Company Secretary under section 271, and the directors must be satisfied the appointee has the requisite knowledge and experience. A private company is not required to have one at all under section 270 — but where it appoints one, that person is registered at Companies House and holds the office formally.

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.

Side-by-side comparison

	Company Secretary	Governance Manager
Statutory office	Yes — registered at Companies House	No
Relationship to board	Advises it; accountable through the Chair	Supports it; usually reports to an executive
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 advisory difference

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

The UK Corporate Governance Code provides that all directors should have access to the advice of the Company Secretary, who is accountable to the board through the Chair. That is a positioning statement as much as a procedural one: the role exists partly to tell directors things they may not want to hear, and its independence is what makes that possible.

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.

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.

Qualifications and candidate pools

Company Secretary candidates most commonly hold the Chartered Governance Institute qualification, which is the recognised professional credential, though many effective practitioners come from legal or accountancy backgrounds. For public companies, remember the directors’ obligation under section 271 to satisfy themselves as to knowledge and experience — 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.

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. 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?

To the board through the Chair. Reporting into the executive — a General Counsel, Finance Director or COO — is common in private companies but limits the role’s ability to advise the board independently of the people it reports to.