On 22 September 2026, Securities Commission Malaysia Chairman Dato’ Mohammad Faiz Azmi used his opening keynote at the CGI Global Governance Summit in Kuala Lumpur to signal a potentially significant change in how Company Secretaries of Malaysian listed companies are overseen. 

The Securities Commission is exploring a multi-stakeholder taskforce involving regulators and professional bodies to develop a standardised competency framework for Company Secretaries. At the same time, the Commission is also working with Bursa Malaysia on a regulatory framework covering issues such as fit and properness and accountability.

This was not an isolated announcement. 

In July, the Securities Commission had already identified enhanced oversight of Company Secretaries as one of four proposals in its consultation on strengthening Malaysia’s corporate governance ecosystem. The consultation specifically proposed measures aimed at improving the quality, professionalism and effectiveness of Company Secretaries in supporting boards and advising on governance matters.

The deeper significance lies in the regulator’s reasoning. 

Malaysia is not simply asking Company Secretaries to become better administrators. 

The Securities Commission described a role that increasingly involves acting as a trusted adviser, facilitating effective board decision making and providing a critical and constructive internal voice. It also acknowledged that, although the profession is already regulated, expectations around competency are still not applied consistently.

That distinction matters well beyond Malaysia. 

Across jurisdictions, boards are facing more complex regulation, artificial intelligence, sustainability demands, geopolitical uncertainty, cyber risk and greater stakeholder scrutiny. At the same time, governance professionals are being asked to interpret more information, challenge more decisions and carry greater accountability. 

The emerging direction is clear: 

The Company Secretary is being judged less by whether governance administration happened and increasingly by whether governance itself worked. 

That should trigger another conversation. 

If organisations expect Company Secretaries to exercise more professional judgement, they should stop consuming so much of that judgement through manual reconciliation, fragmented information and repetitive administration. 

The profession needs higher standards and also needs better infrastructure. 

Explore: CoSec Hub 

Executive Takeaway 

Malaysia’s proposed reforms are still developing, so the final requirements are not yet settled. 

However, the direction announced by the Securities Commission on 22 September is important. 

The emerging framework could include: 

• A standardised competency framework for Company Secretaries of listed companies 

• Stronger expectations around professional capability 

• Greater attention to fit and proper requirements 

• Clearer accountability 

• Closer cooperation between regulators and professional bodies 

• Recognition of the Company Secretary as a governance adviser rather than only a compliance professional 

The announcement also reflects a wider international trend. 

The Chartered Governance Institute’s competency framework already describes effective governance professionals through three connected areas: knowledge, practice and values. It stresses that modern Company Secretaries need specialist knowledge, judgement, emotional intelligence and the ability to understand wider business, regulatory and stakeholder contexts. 

Meanwhile, CGI’s 2026 global policy work has advocated stronger recognition of professional Company Secretary capability in markets including Malaysia, Australia, China and Japan. 

For organisations, the practical implication is straightforward. 

Professional expectations are rising faster than many Company Secretary operating models are improving. 

Boards therefore need to think about two things simultaneously: 

Raise the quality of professional judgement. 

Reduce the low-value administration consuming the people expected to exercise it. 

Why Malaysia’s announcement matters 

The Securities Commission’s intervention is significant because it challenges an old assumption about the Company Secretary role. 

For decades, the profession was often understood primarily through its formal outputs: 

• Registers 

• Filings 

• Minutes 

• Resolutions 

• Meeting administration 

• Corporate records 

• Statutory compliance 

Those responsibilities remain important. 

However, they no longer describe the full role. 

In his Summit address, the SC Chairman argued that today’s Company Secretary may need to act as the institutional memory, conscience and compass of the organisation. He also connected the role directly with better board decision making and the willingness to provide constructive internal challenge. 

That is a much higher standard. 

The difference can be expressed simply. 

The profession is not abandoning administration. 

It is moving beyond being defined by it. 

1. Competency is becoming a governance issue, not simply an HR issue 

Competency frameworks can sound like professional development tools. 

In this context, the issue goes deeper. 

Boards depend on Company Secretaries to interpret rules, structure decisions, identify governance risks and advise directors when the easiest course of action may not be the right one. 

That means weak Company Secretary capability can become weak board capability. 

Malaysia’s regulator acknowledged precisely this concern. During consultations around the forthcoming Malaysian Code on Corporate Governance 2026, feedback highlighted a need to strengthen the competence, capability and professionalism of Company Secretaries. 

The Chartered Governance Institute’s existing competency framework provides a useful way to understand what modern professional competence involves. 

It divides competency into: 

Knowledge 

Understanding governance, law, regulation, business and the wider environment. 

Practice 

Applying expertise through planning, advice, board support, communication and organisational governance. 

Values 

Using integrity, judgement and professional behaviour to support sound governance. 

The framework is important because it recognises something software cannot resolve. 

Professional competence is not simply knowing what the rule says. It is knowing how to apply it when the answer is unclear. 

2. Fit and proper requirements would raise the accountability bar 

The Securities Commission also said it is working with Bursa Malaysia on a regulatory framework addressing, among other matters, fit and properness and accountability for Company Secretaries of listed companies. 

The precise requirements remain under development. 

Nevertheless, the language is significant. 

Fit and proper frameworks usually force organisations to look beyond whether somebody technically qualifies for a role. 

They raise questions about: 

• Professional competence 

• Experience 

• Integrity 

• Conduct 

• Capability 

• Continuing development 

• Accountability 

For Company Secretaries, this could reinforce the idea that appointment should not be treated as a routine corporate formality. 

Boards may increasingly need to ask: 

• Does this person have the capability required by the organisation’s complexity? 

• Do they understand the company’s regulatory environment? 

• Can they advise directors confidently? 

• Are they sufficiently independent in judgement? 

• Can they challenge senior people appropriately? 

• Is their professional knowledge current? 

• Does the governance function have enough capacity to perform effectively? 

These are governance questions, the appointment of a Company Secretary should therefore be considered through the same lens. 

3. Greater accountability should come with clearer authority 

Increasing accountability without examining authority creates a structural problem. 

Company Secretaries may be expected to protect governance standards while lacking sufficient influence to change weak practices. 

Consider several familiar situations. 

Management repeatedly submits poor board papers. 

Important information arrives late, an executive wants a matter approved quickly despite incomplete evidence, a board action remains unresolved, a governance concern is dismissed as procedural. 

The Company Secretary may recognise the problem. 

However, recognition alone does not create authority, if regulators increasingly expect Company Secretaries to provide a constructive internal voice, organisations should ask whether governance professionals have: 

• Appropriate access to the Chair 

• Direct access to directors where necessary 

• Authority to challenge board processes 

• Sufficient organisational standing 

• Clear escalation routes 

• Protection for professional judgement 

• Access to reliable information 

• Adequate resources 

Accountability without authority is poor governance design. 

The stronger the professional expectation, the clearer the institutional mandate should become. 

4. The global direction is moving in the same direction 

Malaysia is not developing these ideas in isolation. 

CGI Global has recently advocated stronger professional recognition of Company Secretaries across several markets. 

In its August 2026 response to Securities Commission Malaysia, CGI supported stronger competency and professional standards for Company Secretaries of public listed companies. Its suggestions included stronger competency requirements, a harmonised professional accreditation framework and potentially a registration framework. 

During the same year, CGI also: 

• Supported regulatory rules clarifying board secretary responsibilities in China 

• Called for stronger recognition of the Company Secretary in Japan’s Corporate Governance Code 

• Advocated stronger reference to professional qualifications in Australia’s corporate governance principles 

The exact structures vary by jurisdiction. 

However, the common direction is difficult to miss. 

The Company Secretary is increasingly being recognised as part of the governance architecture through which boards exercise their responsibilities. 

This has implications for appointment, professional development, reporting lines and resourcing. 

5. The profession is becoming more influential at exactly the moment workloads are increasing 

Higher professional expectations would be easier to absorb if governance teams had abundant capacity. 

Many do not. 

The Chartered Governance Institute UK & Ireland Governance Market Survey 2026, based on 971 governance professionals, found that 65% believe the influence of the governance function is increasing. Two-thirds said supporting board information quality and decision making is becoming more important. 

At the same time: 

• 74% reported increased workloads 

• 42% said their governance function was not adequately resourced 

• Among those whose responsibilities had expanded, 70% reported no meaningful improvement in recognition 

A separate Diligent 2026 legal entity compliance study found that 51% of governance professionals had experienced a near-miss compliance event, while 47% cited technology gaps and legacy systems as their biggest challenge. 

This creates a governance paradox. 

Boards want more judgement. 

Regulators want more accountability. 

Organisations still consume significant Company Secretary capacity through administration. 

Something has to change. 

6. Stronger competency requirements make automation more important, not less 

It would be easy to interpret Malaysia’s announcement as an argument for more training. 

Training will certainly matter. 

Professional qualifications matter. 

Continuing development matters. 

Yet organisations should also examine how expert time is being used. 

A Chartered Company Secretary spending several hours reconciling entity information manually may be performing necessary work. 

It is still a poor use of scarce professional capability. 

Likewise, highly experienced governance professionals should not need to spend disproportionate time: 

• Chasing routine deadlines 

• Searching for corporate records 

• Manually reconciling entity information 

• Formatting repetitive documents 

• Tracking board actions through email 

• Updating duplicate spreadsheets 

• Rebuilding compliance calendars 

• Searching for previous decisions 

These activities need control. 

They do not all require senior professional judgement. 

The better model is to automate the infrastructure, information flow and repetitive administration so experienced Company Secretaries can spend more time exercising judgement. 

That judgement can then be applied where it creates greater value: 

• Advising the Chair 

• Improving board decisions 

• Interpreting regulation 

• Identifying governance risk 

• Challenging management 

• Supporting directors 

• Managing conflicts 

• Strengthening subsidiary governance 

• Horizon scanning 

• Protecting accountability 

This is the distinction that matters. 

Technology should not replace Company Secretary expertise. It should stop wasting it. 

Explore: CoSec Hub 

7. The real productivity problem is not how fast governance professionals work 

Governance teams are frequently encouraged to become more efficient. 

There is a limit to that argument. 

A professional can type faster. 

Templates can become better. 

Processes can be streamlined. 

Eventually, however, the real constraint is the operating model. 

If information remains fragmented across: 

• Email 

• Shared drives 

• Spreadsheets 

• Board portals 

• Personal calendars 

• Local advisers 

• Entity databases 

• Individual memory 

Then professional time will continue to be consumed by reconciliation, the problem is therefore not individual productivity. 

It is infrastructure. 

A stronger governance environment should allow Company Secretaries to see: 

• What needs to happen 

• Who owns it 

• When it is due 

• What has changed 

• Which evidence exists 

• Where an exception has occurred 

• What requires escalation 

Without that visibility, governance professionals become the human integration layer between disconnected systems. 

That model does not scale. 

8. Information quality is becoming part of professional competence 

Malaysia’s emphasis on Company Secretaries facilitating effective board decision making deserves particular attention. 

Boards do not make decisions in isolation. 

They depend on information. 

The Company Secretary frequently sits at the centre of the process through which that information reaches directors, good board governance therefore requires more than sending papers on time. 

It requires attention to: 

• Agenda design 

• Paper quality 

• Decision clarity 

• Timeliness 

• Supporting evidence 

• Conflicts 

• Appropriate challenge 

• Actions 

• Follow-up 

CGI’s own competency framework recognises planning, organising, recording and information management as important professional capabilities. It also stresses the appropriate and efficient use of electronic systems within governance functions, the technology question should therefore be framed carefully. 

The purpose of digitisation is not to send information faster. 

It is to improve the infrastructure through which reliable information reaches the right decision maker at the right time. 

9. Better infrastructure can make professional accountability more defensible 

Greater accountability inevitably raises another question. 

What evidence exists? 

Imagine a Company Secretary advised that an issue required board attention. 

Can that escalation be demonstrated? 

A statutory obligation was assigned to management. 

Can the governance record show the owner and follow-up? 

A director declared a conflict. 

Can the organisation demonstrate how it was managed? 

A significant board action was completed. 

Where is the evidence?  Professional accountability becomes difficult when governance operates through informal conversations and fragmented records. 

A stronger system should preserve: 

Issue → Advice → Decision → Owner → Action → Evidence → Closure 

10. Competency frameworks should change how boards hire Company Secretaries 

A standardised competency framework can create a useful challenge for boards. 

What exactly are they hiring the Company Secretary to do? 

If the role is defined primarily through meeting administration and filings, recruitment will naturally focus on technical delivery. 

Where the organisation expects the Company Secretary to become a trusted board adviser, different capabilities matter. 

Boards may need to assess: 

• Professional qualification 

• Governance knowledge 

• Regulatory understanding 

• Commercial awareness 

• Communication 

• Emotional intelligence 

• Courage 

• Independence of judgement 

• Boardroom credibility 

• Strategic understanding 

• Technology literacy 

• Ability to manage complexity 

The CGI competency framework already reflects much of this breadth, noting that effective governance professionals need technical expertise alongside values, emotional intelligence and the ability to apply knowledge in organisational context. 

This is an important shift. 

The board is not simply appointing somebody to maintain governance records. It is appointing part of its own governance capability. 

11. Professional judgement becomes more important as AI enters governance 

Malaysia’s governance reform is also unfolding as boards confront artificial intelligence. 

The Securities Commission’s July 2026 consultation included a separate proposal concerning board oversight of technology and AI. It sought feedback on governance expectations and disclosure relating to the use and governance of technology. 

That is highly relevant to Company Secretaries. 

AI may increasingly assist with: 

• Regulatory monitoring 

• Entity-data reconciliation 

• Document preparation 

• Board administration 

• Meeting workflows 

• Information retrieval 

• Draft minutes 

• Compliance monitoring 

Used properly, this can create substantial capacity. 

However, automation increases rather than removes the need for professional accountability. 

Somebody still needs to decide: 

• Whether an AI output is reliable 

• Whether confidentiality has been protected 

• Whether human review is required 

• Whether an exception is material 

• Whether a regulatory interpretation is correct 

• Whether information should reach the board 

This is why the future is unlikely to be AI versus the Company Secretary. 

It is much more likely to be: 

AI and automation for repeatable work. 

Experienced professionals for judgement. 

12. Regulation should not accidentally create more administration for the people it wants to become more strategic 

There is an important policy tension here. 

Greater competency and accountability requirements can improve governance. 

However, additional regulation often creates additional documentation, monitoring and reporting. 

If reforms intended to strengthen Company Secretary judgement simply generate another layer of administration, some of the intended benefit may be lost. 

Good regulatory design should therefore distinguish between: 

• Evidence and paperwork 

• Competency and credentials 

• Accountability and blame 

• Professional oversight and process ownership 

• Necessary control and administrative burden 

The goal should not be to make governance professionals busier. 

It should be to make governance better. 

That requires regulators and organisations to think about operating models alongside professional standards. 

13. What should boards do before stronger requirements arrive? 

Boards should not need to wait for the final Malaysian framework to examine the capability of their governance function. 

Several questions are useful now. 

Is the Company Secretary role properly defined? 

Does the role description reflect strategic governance responsibilities or mainly administrative outputs? 

Does the Company Secretary have sufficient access? 

Can material concerns reach the Chair and board without unnecessary organisational barriers? 

Is professional development structured? 

Does the organisation regularly assess capability against the changing demands of the role? 

Is governance sufficiently resourced? 

Can the team deliver routine responsibilities without sacrificing board advice and horizon scanning? 

Is technology reducing low-value work? 

Automation should create professional capacity rather than another system requiring manual administration. 

Can governance evidence be retrieved easily? 

Accountability requires an institutional record. 

Does the board understand the value of the function? 

Company Secretaries should not need a governance failure to demonstrate why their work matters. 

The Competency to Infrastructure Gap 

The Malaysia announcement exposes a wider problem that organisations everywhere should examine. 

Professional expectations and governance infrastructure are often developing at different speeds. 

This is the real operating-model challenge. 

No amount of professional development will create enough capacity if skilled people remain trapped in unnecessary manual work. 

Likewise, technology alone cannot create the judgement regulators increasingly expect. 

The organisation needs both. 

What should be automated and what should remain professional judgement? 

A useful distinction looks like this. 

The objective is not automation for its own sake. 

It is to redesign governance work around where human expertise produces the highest value. 

Why CoSec Hub is built for this shift 

The regulatory discussion in Malaysia reinforces the operating principle behind CoSec Hub. 

Company Secretaries should spend more time exercising judgement and less time acting as the manual operating system for governance. 

CoSec Hub combines governance technology with professional Company Secretary capability. 

The technology layer can support 

• Entity Management 

• Compliance Calendars 

• Governance Forward Planning 

• Board Management 

• Contract Management 

• Statutory Registers 

• Board Action Tracking 

• Meeting Lifecycle Management 

These capabilities help automate the infrastructure, information flow and repetitive administration surrounding governance. 

The purpose is capacity. 

When routine information is controlled systematically, experienced professionals have more time to interpret, advise and challenge. 

The Governance Knowledge Centre adds professional capability 

Alongside the technology, organisations can access: 

• Chartered Company Secretary expertise 

• Governance operations support 

• Compliance monitoring 

• Board administration 

• Governance intelligence 

• Multi-jurisdiction support 

• Governance advisory 

Together, these capabilities form a Technology-Enabled Company Secretary Retainer Service. 

The operating model reflects where the profession is heading. 

Technology manages structure. 

Professionals exercise judgement. 

The board receives stronger governance. 

Explore: CoSec Hub 

Why software alone is not the answer 

Malaysia’s focus on competence should also caution organisations against assuming that technology can replace professional capability. 

A system can tell you that an action is overdue. 

It cannot always judge whether the delay creates material board risk. 

Software can display the corporate structure. 

It cannot determine whether subsidiary governance is effective. 

AI may help summarise a board paper. 

It cannot take responsibility for whether directors received enough information to make a sound decision. 

A compliance engine can surface regulatory changes. 

It cannot automatically interpret their impact on the organisation. 

The future therefore belongs neither to manual governance nor software-only governance. 

It belongs to augmented governance. 

Automation should handle repeatable work. 

Professional expertise should handle ambiguity. 

Boards should retain accountability. 

That is a more resilient model. 

Seven warning signs your Company Secretary operating model has not kept pace 

1. Senior professionals spend most of their time chasing routine tasks 

Professional capability is being consumed by weak infrastructure. 

2. Governance depends heavily on personal memory 

Institutional knowledge should belong to the organisation. 

3. Entity information requires regular reconciliation 

A source of truth should not require constant verification. 

4. Board actions disappear after meetings 

Decision making without follow-through weakens accountability. 

5. Regulatory updates are circulated but implementation is unclear 

Awareness is not the same as governance. 

6. Technology has been purchased but shadow spreadsheets remain everywhere 

Digitisation has not solved fragmentation. 

7. The board sees the Company Secretary mainly as an administrator 

The role may be underused precisely when governance complexity is increasing. 

Several of these signs together suggest the organisation has a deeper problem than workload. 

It has an operating-model problem. 

A Company Secretary capability health check 

Boards, General Counsel and governance leaders should ask: 

1. Does our Company Secretary have the professional competence required by the complexity of the organisation? 

2. Is there direct access to the Chair and board when required? 

3. Can the function provide constructive challenge without organisational penalty? 

4. Do governance professionals spend enough time advising directors? 

5. Is continuing professional development structured and relevant? 

6. Are board information flows reliable and timely? 

7. Can material governance issues be escalated quickly? 

8. Does technology reduce repetitive administration? 

9. Could governance continue if a key person became unavailable? 

10. Can we demonstrate how the governance function contributes to better board decisions? 

If several answers are uncertain, raising competency expectations alone will not solve the problem. 

The board should examine the environment in which that competency is expected to operate. 

The wider global lesson from Malaysia 

The significance of the Securities Commission’s announcement extends beyond Malaysian listed companies. 

It reflects a larger evolution in corporate governance. 

Board responsibilities are expanding. 

Technology is changing faster. 

Stakeholders expect greater accountability. 

Regulation is becoming more complex. 

As those pressures increase, the role connecting the board with the organisation becomes more important. 

The Company Secretary sits precisely at that intersection. 

This helps explain why jurisdictions are increasingly reconsidering how the profession should be recognised, qualified and held accountable. 

The next stage of the debate should therefore consider more than competency. 

It should ask: 

What governance infrastructure enables competent professionals to perform at their best? 

That question will matter in Kuala Lumpur, London, Nairobi, Johannesburg, Singapore, Dubai and every other market where boards are being asked to govern more complexity with greater accountability. 

The CoSec Hub View 

Malaysia’s proposed reforms recognise something the governance profession has understood for some time: the Company Secretary role is becoming more demanding because board governance itself is becoming more demanding. 

Higher competency standards are a logical response. 

Clearer accountability can strengthen the profession. 

Professional qualifications and continuing development matter. 

However, organisations should not stop there. 

Asking experienced Company Secretaries to become more strategic while leaving them buried beneath fragmented systems is contradictory. 

Expecting greater judgement while consuming professional capacity through repetitive administration is inefficient. 

Demanding accountability while evidence sits across individual inboxes and spreadsheets is poor institutional design. 

The profession needs stronger capability. 

It also needs an operating environment worthy of that capability. 

That means automating what can be automated, structuring information properly and ensuring that routine governance does not consume the people needed for difficult governance. 

The future Company Secretary should not be the organisation’s most sophisticated reminder system. 

The role should be where boards turn when the rules are unclear, the trade-offs are difficult and somebody needs the judgement to ask whether the convenient decision is actually the right one. 

Malaysia’s reform conversation is important because it makes that evolution visible. 

The Bottom Line 

On 22 September 2026, Securities Commission Malaysia sent an important signal to the governance profession. 

The regulator is exploring a multi-stakeholder taskforce to develop a standardised competency framework for Company Secretaries of Malaysian listed companies. It is also working with Bursa Malaysia on a regulatory framework addressing areas including fit and properness and accountability. 

The proposals follow the Securities Commission’s July consultation, which explicitly identified stronger oversight of Company Secretaries as part of Malaysia’s wider corporate governance reform agenda. 

CGI Global has broadly supported the direction and has advocated stronger competency, accreditation and professional standards. 

The underlying message extends well beyond Malaysia. 

Company Secretaries are increasingly expected to: 

• Advise 

• Interpret 

• Challenge 

• Anticipate 

• Escalate 

• Facilitate 

• Protect accountability 

• Strengthen board decisions 

Those responsibilities require high professional standards. 

They also require time. 

Boards should therefore ask whether experienced Company Secretaries are actually spending enough of their working day on the activities for which judgement matters. 

If not, the answer should not simply be more training or more people. 

It should include better infrastructure. 

Automate the information flow. 

Systematise the routine. 

Control the evidence. 

Give experienced Company Secretaries more time to exercise judgement. 

That is how stronger competency becomes stronger governance rather than simply another regulatory requirement. 

Continue Exploring 

• Build governance infrastructure around professional Company Secretary expertise: CoSec Hub 

• Add scalable professional Company Secretary capacity: Company Secretary Outsourcing 

• Strengthen corporate governance support: Corporate Governance Support 

• Improve statutory and regulatory oversight: Statutory & Regulatory Compliance 

• Strengthen board and shareholder meeting governance: Board & Shareholder Meetings 

• Create stronger board records: Minute Taking Solutions 

• Build better governance structures as organisations grow: Company Formation & Structuring 

About CoSec Hub 

CoSec Hub is the Company Secretary Command Centre, built by Company Secretaries for Company Secretaries. 

It combines governance technology with Chartered Company Secretary expertise so organisations do not have to choose between automation and professional support. 

The operating principle is straightforward: 

Automate the infrastructure, information flow and repetitive administration so experienced Company Secretaries can spend more time exercising judgement. 

Through CoSec Hub and the Governance Knowledge Centre, organisations can bring together: 

• Entity governance 

• Compliance calendars 

• Governance forward planning 

• Board management 

• Statutory registers 

• Board action tracking 

• Meeting lifecycle management 

• Governance intelligence 

• Chartered Company Secretary expertise 

• Multi-jurisdiction governance support 

• Governance advisory 

This creates a different Company Secretary operating model. 

Technology does the repetitive work technology is good at. 

Experienced professionals concentrate on the work that requires expertise, context and judgement. 

As regulators place greater emphasis on Company Secretary competence and accountability, that distinction becomes increasingly important. 

Not software alone. Not traditional outsourcing alone. Connected governance infrastructure. 

Explore CoSec Hub to build a Company Secretary operating model designed for higher expectations. 

Sources 

Securities Commission Malaysia: Opening Keynote Address at the CGI Global Governance Summit 2026 

Primary source for the 22 September announcement concerning the proposed multi-stakeholder taskforce, standardised competency framework, fit and proper expectations and accountability for Company Secretaries of listed companies. Read the Securities Commission Malaysia keynote address 

Securities Commission Malaysia: Consultation on Strengthening the Corporate Governance Ecosystem 

The July 2026 consultation identified enhanced oversight of Company Secretaries as one of four proposals for strengthening Malaysia’s corporate governance framework. Read the Securities Commission Malaysia consultation announcement 

CGI Global: Response to Securities Commission Malaysia 

CGI supported stronger competency and professional standards and proposed options including enhanced competency requirements, professional accreditation and registration arrangements. Explore CGI Global policy submissions 

Chartered Governance Institute UK & Ireland: Competency Framework for Governance Professionals 

Framework covering values, practice and knowledge and describing the progression of modern Company Secretaries from technical specialists towards trusted governance advisers. Explore the CGI competency framework 

Chartered Governance Institute UK & Ireland: Governance Market Survey 2026 

Research involving 971 governance professionals showing greater influence, rising board decision-support responsibilities, increased workloads and continuing resource constraints. Read the CGI Governance Market Survey findings 

Diligent: Global State of Legal Entity Compliance 2026 

Research showing expanding governance mandates, technology and legacy-system challenges and significant levels of near-miss compliance events. Read Diligent’s 2026 findings 

CGI Global Governance Summit 2026 

The Summit took place in Kuala Lumpur on 22 and 23 September 2026 under the theme Governance, Sustainability & Value Creation, bringing together governance professionals, boards and regulators from across the CGI network. Explore the CGI Global Governance Summit 

The post Higher Company Secretary Standards Need Better Governance Infrastructure appeared first on .

The Company Secretary function is changing faster than the infrastructure beneath it. 

Governance teams are being asked to support more entities, more regulation, more board decisions, more technology and greater scrutiny, often without a corresponding increase in people or resources. The result is a growing gap between what organisations expect from governance professionals and the systems available to help them deliver it. 

The Chartered Governance Institute UK & Ireland Governance Market Survey 2026, based on 971 governance professionals, found that 65% believe the influence of the governance function is increasing, while 66% said supporting board information quality and decision making is becoming more important. At the same time, 74% reported higher workloads and 42% said their governance functions were not adequately resourced. 

A separate Diligent 2026 global entity compliance benchmark found that 74% of governance professionals said their remit had expanded during the previous two years, while 63% reported that workload had outpaced team growth or their teams had become smaller. More than half still relied on spreadsheets, Word documents and SharePoint for entity information, while 51% had experienced a near-miss compliance event. 

These are not simply workload statistics. They describe a governance operating model under pressure. 

The next phase of the Company Secretary profession will therefore be shaped by a fundamental shift: organisations are moving from disconnected governance administration towards governance infrastructure, where entity data, compliance, board activity, controls, decisions, actions and professional judgement become part of one connected environment. 

For Company Secretaries, understanding that transition is becoming essential. 

Read More: Corporate Governance Support 

Executive Takeaway 

The most important governance infrastructure trends are not about adding more software. They are about changing how governance operates. 

The key trends Company Secretaries should be watching include: 

• Governance moving from administration towards infrastructure 

• Real-time entity and compliance visibility 

• Greater board responsibility for material controls 

• AI governance becoming part of the Company Secretary remit 

• Digital corporate filing becoming the default 

• Governance data becoming an enterprise asset 

• Board information becoming more decision focused 

• Action tracking becoming a recognised governance control 

• Subsidiary governance becoming more connected 

• Cyber and information governance moving closer to the board 

• Greater demand for audit-ready governance evidence 

• Hybrid models combining technology with professional Company Secretary expertise 

• More emphasis on exception management rather than manual monitoring 

Together, these trends point towards a different future for the profession. 

The strongest Company Secretary functions will not simply process governance more efficiently. They will create the infrastructure that allows boards to see governance risk earlier, make better decisions and demonstrate that accountability is working. 

1. Governance is moving from a collection of tasks to an operating system 

For years, governance technology was often purchased one problem at a time. 

An organisation bought a board portal for meetings, maintained a spreadsheet for entities, used calendars for compliance deadlines, stored registers in shared folders and tracked board actions through email. 

Each tool performed a useful function. The problem is that the organisation still needed somebody to connect everything. 

That person was frequently the Company Secretary. 

This fragmented model is increasingly difficult to sustain because the governance chain is more interconnected than it appears. A director appointment affects the board, statutory records, regulatory filings, powers of authority, entity information and sometimes beneficial ownership. Similarly, a corporate restructuring can create obligations across several entities and jurisdictions. 

Modern governance infrastructure therefore needs to connect: 

• Entities 

• Directors 

• Shareholders 

• Beneficial ownership 

• Board meetings 

• Decisions 

• Actions 

• Compliance deadlines 

• Statutory registers 

• Governance documents 

• Reporting 

The shift is from storing governance information to operating governance through connected information. 

That distinction will define much of the next generation of Company Secretary technology. 

Explore: CoSec Hub 

2. Real-time entity visibility is replacing periodic reconciliation 

One of the clearest trends in governance infrastructure is the move towards continuous entity visibility. 

Traditional entity management often relies on periodic reconciliation. Local advisers update their records, headquarters updates another spreadsheet, finance holds a group structure chart and the governance team attempts to bring the information together when it is needed. 

That model is becoming harder to defend. 

The Diligent 2026 benchmark found that 55% of governance teams still manage entity information through spreadsheets, Word documents and SharePoint, while only 33% use a dedicated entity-management platform. More than half of respondents also spend six or more hours each week tracking filings, deadlines and record updates. 

The emerging model is different. 

Company Secretaries increasingly need one controlled view of: 

• Active legal entities 

• Directors and officers 

• Shareholders 

• Beneficial owners 

• Regulatory status 

• Upcoming filings 

• Corporate actions 

• Local advisers 

• Governance exceptions 

This changes how the function works. Instead of spending time asking whether information is current, Company Secretaries can focus on what the information means. 

That is a better use of professional capability. 

3. Provision 29 is pushing governance towards stronger evidence and controls 

One of the most significant governance infrastructure developments in the UK is the implementation of Provision 29 of the UK Corporate Governance Code 2024. 

Provision 29 applies to financial years beginning on or after 1 January 2026. It requires boards within scope to monitor the risk management and internal control framework, carry out an annual effectiveness review and provide a declaration regarding material controls. 

Crucially, those controls are not confined to financial reporting. They can include operational, reporting and compliance controls. 

The FRC’s Provision 29 guidance makes clear that boards need evidence when assessing whether material controls are effective. 

This matters to Company Secretaries because governance processes themselves can form part of the wider control environment. 

Boards may increasingly ask: 

• How do we know actions were completed? 

• How do we know significant decisions followed delegated authority? 

• How do we know governance information is accurate? 

• What evidence supports our annual statements? 

• Where are the near misses and control weaknesses? 

Governance infrastructure therefore needs to produce evidence naturally. 

The future is not simply digital governance. It is evidenced governance. 

4. The board’s control declaration cannot simply be delegated to the auditor 

Another important development is the distinction between board responsibility and external audit. 

The Financial Reporting Council’s guidance on auditor responsibilities and Provision 29 makes an important distinction: the external auditor’s opinion on the financial statements does not itself provide the board’s Provision 29 conclusion. 

That creates a critical governance implication. 

The board must reach its own judgement. Therefore, organisations need internal governance infrastructure capable of supporting that conclusion. 

Company Secretaries may become increasingly involved in coordinating: 

• Board oversight 

• Control reporting 

• Committee responsibilities 

• Governance evidence 

• Annual reporting 

• Remediation tracking 

This does not turn the Company Secretary into an internal auditor. Rather, it reinforces the function’s role in ensuring that board governance is sufficiently organised for directors to discharge their responsibilities. 

Read More: Annual Report Services 

5. AI governance is becoming part of mainstream board governance 

Artificial intelligence is no longer simply an IT topic. It is becoming a board-governance issue. 

The CGI Governance Market Survey 2026 found that half of respondents believe AI literacy for boards is becoming more important. 

Company Secretaries are therefore likely to face new questions around: 

• Board AI literacy 

• AI policies 

• Committee responsibility 

• Data governance 

• Human oversight 

• Decision accountability 

• Confidential board information 

• AI-generated board material 

• Regulatory developments 

• AI risk reporting 

The infrastructure challenge is particularly important. 

AI cannot be governed through policy alone. Organisations need to know which tools are being used, what information enters them, who approves high-risk applications and how human oversight operates. 

For Company Secretaries, AI governance may become one of the biggest additions to the board agenda this decade. 

6. AI will also change how Company Secretaries work 

The governance profession will not only oversee AI. It will increasingly use it. 

AI has obvious potential to support: 

• Regulatory monitoring 

• Document review 

• Drafting 

• Meeting preparation 

• Information retrieval 

• Entity-data analysis 

• Workflow automation 

• Governance reporting 

However, automation creates a new control question. 

Which activities can safely be automated, and which still require professional judgement? 

This distinction matters because governance work contains both. 

A system may be able to identify that a deadline is approaching, but it should not independently decide that a legal obligation is immaterial. AI may help summarise a board paper, yet it should not become the final authority on whether the summary fairly represents the issue directors need to consider. 

Similarly, AI can identify patterns across governance data, but material governance conclusions still require human accountability. 

The future Company Secretary function will therefore need a clear division between automation and judgement. 

7. Cybersecurity is becoming part of governance infrastructure 

Cybersecurity has moved firmly into the boardroom. 

The Institute of Internal Auditors’ Global Risk in Focus research continues to identify cybersecurity and digital disruption among major organisational risks. 

This has direct implications for Company Secretaries. 

Governance teams handle some of the organisation’s most sensitive information: 

• Board papers 

• M&A discussions 

• Director information 

• Strategy 

• Remuneration 

• Investigations 

• Regulatory matters 

• Legal advice 

Consequently, governance infrastructure needs to address: 

• Access permissions 

• Data retention 

• Director offboarding 

• Secure board communications 

• Third-party access 

• Data backups 

• Cyber incident escalation 

• Confidentiality around AI tools 

A board portal may improve security compared with email. However, the broader question is whether sensitive governance information is controlled throughout its entire lifecycle. 

Cybersecurity is therefore no longer separate from governance administration. 

It is part of governance design. 

8. Companies House reform is accelerating the digitisation of corporate compliance 

The UK corporate filing environment is becoming more digital and more data driven. 

Mandatory identity verification for directors and people with significant control came into effect on 18 November 2025. The transformation will continue as further elements of the Economic Crime and Corporate Transparency Act are implemented. 

Under the latest Companies House transition plan, further changes are being introduced progressively. 

In addition, Companies House has announced changes to accounts filing from April 2028, including the move towards software-based filing. 

For Company Secretaries, the direction is unmistakable. 

Corporate compliance is moving away from documents and towards structured data. 

Governance teams should therefore prepare for: 

• More digital identity controls 

• More software-based filing 

• Greater data validation 

• More structured corporate information 

• Increased regulatory ability to query information 

This raises the value of clean governance data considerably. 

Read More: Statutory & Regulatory Compliance 

9. Governance data is becoming an enterprise asset 

Historically, entity data could be treated as administrative information. 

That view is changing. 

Accurate governance data now supports: 

• Corporate transactions 

• Regulatory filings 

• Tax 

• Finance 

• Due diligence 

• Board reporting 

• Beneficial ownership 

• Risk management 

• AI systems 

• Investor enquiries 

Companies House guidance on software filing also illustrates the broader shift towards structured corporate information. 

Company Secretaries increasingly need to think like custodians of enterprise governance data. 

Key questions include: 

• Which system is authoritative? 

• Who can change information? 

• What evidence supports the change? 

• Which departments use the data? 

• How is information reconciled? 

• How are errors corrected? 

An entity database is therefore no longer just a record store. 

It can become a critical part of the organisation’s information architecture. 

10. Board information is moving from volume towards decision quality 

The board pack has traditionally been one of the central outputs of the Company Secretary function. 

However, more information does not necessarily create better governance. 

The FRC Corporate Governance Code Guidance places significant emphasis on information flow and board decision making, while the CGI’s 2026 research shows that governance professionals increasingly see information quality as part of their strategic contribution. 

The trend is therefore moving towards decision-ready information. 

Boards increasingly need papers that make clear: 

• What decision is required 

• Why it matters 

• Which alternatives exist 

• What management recommends 

• Which risks are material 

• What assumptions underpin the recommendation 

• What happens if the board says no 

The Company Secretary is well placed to challenge whether a paper is ready for the board. 

This does not mean rewriting management’s work. It means strengthening the governance process through which decisions are made. 

Explore More: Board & Shareholder Meetings 

11. Board action tracking is becoming governance infrastructure, not meeting administration 

Another important trend is the growing recognition that governance continues after the meeting. 

A board decision creates accountability. 

Therefore, a mature governance system should connect the resolution with: 

• The responsible owner 

• The deadline 

• Progress 

• Evidence 

• Escalation 

• Closure 

This matters particularly where actions relate to regulatory remediation, internal controls, cybersecurity, risk, audit findings, corporate transactions or ESG commitments. 

A decision that is properly minuted but never implemented is not good governance. 

The infrastructure should make that visible. 

Company Secretaries should therefore expect action tracking to become more sophisticated, with greater emphasis on exception reporting rather than simply maintaining a long list of open tasks. 

Read More: Minute Taking Solutions 

12. Subsidiary governance is becoming more connected 

Multinational organisations increasingly recognise that legal-entity management and subsidiary governance are not the same thing. 

A subsidiary can be legally compliant while remaining poorly integrated into the wider governance system. 

The group board may not know: 

• Which significant decisions were made locally 

• Whether local actions remain outstanding 

• Whether director records are current 

• Which risks require escalation 

• Whether local governance practices meet group expectations 

The UK Corporate Governance Code 2024 reinforces the importance of effective governance across the wider group. 

For Company Secretaries, this means subsidiary governance infrastructure will increasingly need to connect local compliance, group standards, entity information, board decisions, escalation and risk reporting. 

The future is not centralisation for its own sake. 

It is group visibility without destroying legitimate local governance. 

13. Multi-jurisdiction governance is shifting towards central visibility with local expertise 

This trend becomes especially important for international groups. 

Local law still requires local knowledge. Yet the organisation cannot afford to operate through dozens of disconnected governance systems. 

The emerging model combines: 

Local expertise 

Jurisdiction-specific legal and regulatory knowledge. 

Central information 

One reliable view of entities, directors, ownership and obligations. 

Consistent governance standards 

Common expectations for board support, evidence, escalation and accountability. 

Professional judgement 

Experienced Company Secretaries who can determine when a local matter becomes a group governance issue. 

This hybrid model allows organisations to preserve local legal accuracy while avoiding fragmented group oversight. 

Explore More: Company Secretary Outsourcing 

14. Exception management is replacing manual monitoring 

One of the most important trends in governance infrastructure is also one of the simplest. 

Company Secretaries should spend less time checking whether everything happened. 

The system should identify what did not happen. 

Technology increasingly needs to surface exceptions such as: 

• Overdue filings 

• Missing approvals 

• Unverified directors 

• Late board actions 

• Expiring authorities 

• Inconsistent ownership records 

• Governance data conflicts 

• Unresolved compliance issues 

This changes the operating model significantly. 

Routine activity becomes automated or systematised, while professional attention moves towards unusual, material or high-risk issues. 

The Company Secretary becomes less of a human reminder system and more of an exception manager and governance adviser. 

That is a much stronger use of professional expertise. 

15. Audit-ready governance is becoming the normal expectation 

Another major trend is the move from periodic evidence gathering towards continuous audit readiness. 

Historically, governance evidence was often assembled when an audit, due diligence exercise or annual-report process began. 

That approach creates unnecessary risk. 

Under a stronger model, evidence is created as governance occurs. 

For example: 

• Board decisions retain their supporting papers 

• Actions maintain completion evidence 

• Entity changes retain approvals 

• Filings link to supporting documents 

• Conflict decisions remain traceable 

• Regulatory obligations show completion status 

Provision 29 reinforces this direction by placing greater emphasis on evidence behind board assessments of material controls. 

However, audit-ready governance is relevant well beyond listed companies. 

Private equity investors, lenders, regulators, buyers and transaction advisers increasingly expect organisations to produce reliable governance information quickly. 

The question is no longer whether the organisation can prepare for scrutiny. 

It is whether it could withstand scrutiny tomorrow. 

16. Governance technology will increasingly need to prove value, not simply digitisation 

The governance-technology market is maturing. 

A board portal, entity database or compliance tool may improve individual processes, but organisations are increasingly asking a harder question: 

What governance outcome did the technology improve? 

Useful governance technology should reduce: 

• Manual reconciliation 

• Duplicate data 

• Deadline risk 

• Search time 

• Key-person dependency 

• Information fragmentation 

At the same time, it should increase: 

• Board visibility 

• Accountability 

• Data quality 

• Evidence 

• Risk awareness 

• Governance capacity 

The next generation of governance technology will therefore be judged less by the number of features it contains and more by whether it genuinely reduces governance friction. 

17. Software-only governance models will face increasing limitations 

Technology is indispensable, but governance cannot be reduced to workflow automation. 

A system can remind a Company Secretary about a filing, but it cannot determine whether a complex regulatory interpretation requires board escalation. 

Software can track a board action, yet it cannot decide whether the proposed evidence is sufficient to close a serious remediation item. 

AI may help review a board paper. It cannot take responsibility for advising the Chair that directors are not receiving adequate information. 

This is why hybrid governance models are becoming increasingly important. 

The strongest operating model combines both. 

That combination is particularly valuable for organisations that need more governance capability without building large internal Company Secretary teams. 

18. Outsourcing is moving from capacity support towards governance infrastructure 

Traditional outsourcing often focused on reducing administration. 

That proposition is changing. 

Organisations increasingly need external providers that can combine: 

• Company Secretary expertise 

• Entity governance 

• Compliance oversight 

• Board administration 

• Governance technology 

• Multi-jurisdiction support 

• Regulatory intelligence 

• Advisory capability 

The value lies less in transferring tasks and more in strengthening the operating model. 

A provider should therefore help the organisation become more visible, resilient, consistent, scalable and audit ready. 

This changes the outsourcing question. 

Instead of asking which tasks can we give away?, boards should ask: 

Which governance capabilities do we need to strengthen? 

Read More: Company Secretary Outsourcing 

19. The Company Secretary is becoming the governance integrator 

Perhaps the most important trend is professional rather than technological. 

The Company Secretary is increasingly becoming the person who connects the organisation’s governance architecture. 

The CGI Governance Market Survey 2026 demonstrates this shift. Governance professionals are becoming more influential in board decision making, succession, organisational change and AI literacy while traditional responsibilities remain. 

That makes the role less administrative and more integrative. 

The Company Secretary increasingly connects: 

• Board and management 

• Compliance and strategy 

• Local and group governance 

• Information and decisions 

• Technology and accountability 

• Regulation and implementation 

This does not mean the function should own every governance risk. Management must remain responsible for delivery, while boards retain oversight. 

However, the Company Secretary increasingly helps ensure that the architecture connecting those responsibilities works. 

That is a strategically important role. 

What the governance infrastructure of 2030 is likely to look like 

The direction of travel is already visible. 

The transition will not happen overnight, nor should every organisation adopt exactly the same model. 

However, the underlying principle is becoming difficult to ignore. 

Governance infrastructure needs to scale at the same pace as organisational complexity. 

Seven questions Company Secretaries should ask about their infrastructure now 

1. Do we have one reliable view of our entities? 

If different departments hold different answers, the organisation has a data-governance issue. 

2. Can we see material obligations before they become urgent? 

Forward planning should reduce compliance firefighting. 

3. Are board decisions connected to their implementation? 

Actions should not disappear after the meeting. 

4. Is our governance evidence created continuously? 

Audit readiness should be an operating condition rather than a year-end project. 

5. Do our technology systems reduce work or simply digitise it? 

Automation should create capacity. 

6. Could governance continue if a key person became unavailable? 

Critical institutional knowledge should not exist only in people’s heads. 

7. Are Company Secretaries spending enough time on judgement? 

If experienced professionals spend most of their time chasing information, the infrastructure is underperforming. 

These questions reveal more than technology maturity. They reveal whether the organisation’s governance operating model is ready for the next phase of complexity. 

Why CoSec Hub was built for this direction of travel 

Many governance platforms begin with software. 

CoSec Hub begins with the Company Secretary operating model. 

Modern governance teams need technology, but technology becomes more valuable when professional Company Secretary expertise sits behind it. 

That is why CoSec Hub combines governance infrastructure with the Governance Knowledge Centre. 

The technology layer supports: 

• Entity Management 

• Compliance Calendars 

• Governance Forward Planning 

• Board Management 

• Contract Management 

• Statutory Registers 

• Board Action Tracking 

• Meeting Lifecycle Management 

Alongside that technology, the Governance Knowledge Centre provides access to: 

• Chartered Company Secretary expertise 

• Governance operations support 

• Compliance monitoring 

• Board administration 

• Governance intelligence 

• Multi-jurisdiction governance support 

• Governance advisory 

Together, the model creates a Technology-Enabled Company Secretary Retainer Service. 

The proposition reflects the direction governance infrastructure is moving. Routine obligations become more visible and structured, while experienced professionals remain available where governance requires judgement. 

Not software alone. Not outsourcing alone. Governance infrastructure. 

Explore: CoSec Hub 

What boards should expect from the next generation of Company Secretary support 

Boards do not need to understand every governance technology system. 

They should expect better governance outcomes. 

A strong modern Company Secretary function should allow leadership to understand: 

• Which entities exist 

• Who governs them 

• Who owns them 

• Which obligations are approaching 

• Which decisions were made 

• Which actions remain outstanding 

• Which governance risks require attention 

• Where controls are weak 

• What evidence supports the governance record 

That is the real promise of governance infrastructure. 

Not more dashboards, but better visibility. Less administration, but better accountability. Less software, but better governance. 

The Lumorus View 

The most important governance infrastructure trend is not AI, digital filing or entity technology. It is the movement from person-dependent governance towards institutionally resilient governance. 

Technology will accelerate that shift, regulation will reinforce it and board expectations will demand it. However, the purpose should remain clear. 

Governance infrastructure should allow skilled Company Secretaries to spend less time recovering information and more time interpreting it. It should enable them to spend less time chasing routine actions and more time identifying material exceptions, while reducing the effort required to reconstruct governance after the event. 

The profession is becoming more influential precisely because organisations need judgement in an environment of growing complexity. 

The answer should not be to automate judgement away. 

It should be to build infrastructure that allows professional judgement to operate where it creates the most value. 

The Bottom Line 

The Company Secretary profession is entering a new stage. 

Governance influence is rising, while workloads are increasing and resources remain constrained. AI is becoming a board issue, Companies House is digitising corporate compliance, Provision 29 is strengthening expectations around control evidence and cyber risk remains firmly on the enterprise agenda. 

Taken together, these developments point towards a new governance operating model. 

Company Secretaries increasingly need infrastructure that combines: 

• Reliable governance data 

• Real-time entity visibility 

• Forward compliance planning 

• Board intelligence 

• Decision and action tracking 

• Audit-ready evidence 

• Cyber and AI governance 

• Multi-jurisdiction oversight 

• Automation 

• Professional expertise 

The future will not belong to the organisation with the most governance software. 

It will belong to the organisation that connects technology, information, accountability and professional judgement most effectively. 

Governance infrastructure is no longer simply what sits behind the Company Secretary function. Increasingly, it is what determines whether the function can keep pace with the organisation it is expected to govern. 

Continue Exploring 

• Strengthen your organisation’s governance infrastructure: Corporate Governance Support 

• Build stronger compliance visibility: Statutory & Regulatory Compliance 

• Improve board and shareholder governance: Board & Shareholder Meetings 

• Create stronger governance structures as you grow: Company Formation & Structuring 

• Add scalable Company Secretary capability: Company Secretary Outsourcing 

• Strengthen annual governance reporting: Annual Report Services 

• Build stronger board records: Minute Taking Solutions 

• Connect governance technology and Company Secretary expertise: CoSec Hub 

About CoSec Hub 

CoSec Hub is the Company Secretary Command Centre. 

Built by Company Secretaries for Company Secretaries, CoSec Hub combines governance technology with Chartered Company Secretary expertise to help organisations manage entities, compliance, board administration and governance operations through a more connected operating model. 

Through CoSec Hub and the Governance Knowledge Centre, organisations can access a Technology-Enabled Company Secretary Retainer Service designed to strengthen: 

• Entity governance 

• Compliance visibility 

• Governance forward planning 

• Board administration 

• Statutory records 

• Action tracking 

• Multi-jurisdiction governance 

• Governance intelligence 

• Professional Company Secretary support 

The purpose is not to digitise an outdated operating model. It is to build governance infrastructure capable of scaling with modern organisations. 

CoSec Hub + Governance Knowledge Centre: Where Automation Meets Governance Authority. 

Lumorus: Better Business, Built on Purpose 

Lumorus is a UK headquartered global governance, ESG, Company Secretary and advisory firm supporting organisations across Europe, Africa, Asia, the Caribbean, Canada, the Middle East and international markets. 

We help boards and leadership teams strengthen governance infrastructure, accountability and organisational resilience as regulation, technology and organisational complexity continue to evolve. 

Our Company Secretary capabilities include: 

• Corporate Governance Support 

• Statutory & Regulatory Compliance 

• Board & Shareholder Meetings 

• Company Formation & Structuring 

• Company Secretary Outsourcing 

• Annual Report Services 

• Minute Taking Solutions 

For organisations that need governance to scale without creating more fragmentation, CoSec Hub combines governance technology, governance operations and professional Company Secretary expertise. 

Is your governance infrastructure evolving as quickly as the responsibilities being placed on your Company Secretary function? 

If the answer is uncertain, the issue may not be capacity alone. It may be the operating model. 

Explore Lumorus and CoSec Hub to build governance infrastructure designed for the next stage of organisational complexity. 

Lumorus: Better Business, Built on Purpose. 

Sources 

• The Chartered Governance Institute UK & Ireland: Governance Market Survey 2026 – Research examining governance influence, board information, AI literacy, workload and resourcing. 

• Diligent: Global State of Entity Compliance 2026 – Research covering expanding governance mandates, entity management, manual systems, workload and compliance near misses. 

• Financial Reporting Council: UK Corporate Governance Code 2024 – The current UK governance framework, including Provision 29 and board responsibilities for risk management and internal controls. 

• Financial Reporting Council: Provision 29 Guidance – Guidance concerning material controls, monitoring, evidence and board declarations. 

• Financial Reporting Council: Auditor Responsibilities and Provision 29 – FRC clarification concerning the relationship between external audit and the board’s Provision 29 responsibilities. 

• Financial Reporting Council: Corporate Governance Code Guidance – Guidance covering board information, governance processes, controls and decision making. 

• Companies House: ECCTA Transition Plan – Implementation timetable for identity verification and wider Companies House reforms. 

• Companies House: Accounts Filing Changes from April 2028 – Information on planned software-based accounts filing reforms. 

• Companies House: Using Software to File Company Information – Guidance on software filing and structured corporate information. 

• Institute of Internal Auditors: Global Risk in Focus – Global research covering cybersecurity, digital disruption and other major organisational risks. 

The post The Company Secretary of 2030 Will Not Work Like the Company Secretary of Today appeared first on .

The evidence problem

A board approves a major transaction.

Six months later, someone needs to establish exactly what directors approved, which papers they considered, whether they declared conflicts, what conditions they attached to the decision and whether anyone completed the resulting actions.

How quickly can the organisation answer?

That question gets to the heart of audit ready governance.

A well governed organisation should not have to reconstruct its governance history when an auditor, regulator, investor, lender or new director asks for evidence. Decisions, responsibilities, approvals, filings, conflicts and actions should already form part of a reliable governance record.

Where organisations fall short

Yet many organisations still operate differently.

The Diligent Global State of Legal Entity Compliance 2026 surveyed more than 300 senior practitioners across 38 jurisdictions and found that 55% still manage entity information through spreadsheets, Word documents and SharePoint. Meanwhile, 52% spend at least six hours each week tracking filings, deadlines and record updates, while 51% experienced a near miss in which an entity obligation almost went unmet.

The problem is not simply inefficient administration. It is weak governance infrastructure.

Rising expectations

At the same time, expectations are rising. The UK Corporate Governance Code 2024 now requires boards within its scope to monitor their risk management and internal control framework, review its effectiveness at least annually and, under Provision 29, make a declaration about the effectiveness of material controls. Provision 29 applies to financial years beginning on or after 1 January 2026.

Although those requirements do not apply to every organisation, they reflect a wider direction of travel. Boards are increasingly expected not merely to govern, but to demonstrate how governance operated.

What this means for Company Secretary services

That changes what organisations should expect from Company Secretary services.

The strongest providers do more than organise meetings and complete filings. They create the governance infrastructure that allows a board to demonstrate what was decided, who was accountable, what happened next and whether the organisation met its obligations.

Read More: Company Secretary Outsourcing 

What does audit-ready governance actually mean? 

Audit-ready governance does not mean turning every board meeting into an audit exercise. 

Nor does it mean creating excessive paperwork. 

Instead, it means that the organisation’s governance evidence is accurate, current, controlled and retrievable when scrutiny arrives. 

A board should be able to establish a clear line between: 

Authority → Information → Decision → Action → Evidence 

That chain matters because governance failures often appear in the gaps. 

Perhaps the board approved something, but the minutes do not clearly record the decision. An action may have been assigned, although nobody can demonstrate that it was completed. A subsidiary could have made a filing, but the group has no central evidence. Alternatively, directors may have discussed a conflict without the governance record showing how it was managed. 

Audit-ready governance reduces those gaps. 

It creates a reliable institutional record of how authority was exercised. 

For boards, that is more than good administration. 

It is evidence of control. 

The governance profession itself is becoming more important to board decision-making 

The traditional image of the Company Secretary as primarily responsible for board papers, minutes and statutory compliance is increasingly outdated. 

The Chartered Governance Institute UK & Ireland Governance Market Survey 2026, based on responses from 971 governance professionals, found that 65% believe the influence of the governance function is increasing. Moreover, 66% said supporting board information quality and decision-making is becoming more important. 

Pressure is increasing alongside that influence. 

Almost three-quarters of respondents reported greater workloads over the previous year, while 42% said their governance function was not adequately resourced for its existing responsibilities. 

This creates an important question for boards. 

If governance expectations are becoming more demanding while internal teams remain stretched, what operating model provides reliable support without simply adding more administration? 

Increasingly, the answer lies in combining professional Company Secretary expertise with better governance systems. 

The Company Secretary services that matter most for audit-ready governance 

Not every organisation needs the same service model. 

A listed multinational, private group, investment business, regulated firm and fast-growing founder-led company will face different governance requirements. 

Nevertheless, boards that want stronger governance evidence should expect several core capabilities. 

The distinction is important. 

Audit-ready governance is not a single service. It is the result of these capabilities working together. 

1. Board and shareholder meeting support should preserve the decision trail 

Board meetings create some of an organisation’s most important governance evidence. 

Consequently, meeting support should involve much more than sending invitations and taking minutes. 

Before the meeting, directors need timely and appropriate information. During the meeting, significant decisions, challenge, conflicts and agreed actions need to be captured properly. Afterwards, approved actions should move into a reliable follow-up process. 

The FRC Corporate Governance Code Guidance states that boards should oversee the flow of information to and from the board, including its nature, source, format and frequency. It also emphasises that boards should monitor whether the information they receive is of sufficient quality to support effective decision-making. 

Good Company Secretary support therefore strengthens the entire meeting lifecycle: 

• Annual board planning 

• Agenda development 

• Board-paper coordination 

• Paper quality and timeliness 

• Conflict declarations 

• Meeting administration 

• Decision recording 

• Minute preparation 

• Action tracking 

• Follow-up reporting 

When these elements operate consistently, the organisation can demonstrate not only that a meeting happened, but how governance operated within it. 

Read More: Board & Shareholder Meetings 

2. High-quality minutes should provide evidence without becoming transcripts 

Minutes are one of the most important components of the governance record. 

Weak minutes can leave the organisation unable to demonstrate how a significant matter was considered. However, excessively detailed minutes can create a different problem by becoming unwieldy transcripts rather than useful governance records. 

Good minutes should capture the substance. 

That generally includes the issue considered, material challenge where appropriate, conflicts identified, the decision reached and actions arising from the discussion. 

Context matters as well. 

If directors challenge a significant assumption before approving an investment, the governance record should provide enough evidence to demonstrate that meaningful consideration occurred. 

The objective is not to record every sentence. 

It is to preserve the decision trail. 

For organisations with limited internal governance capacity, professional Minute Taking Solutions can strengthen both the quality and consistency of that record. 

3. Board action tracking turns decisions into accountability 

A board decision is not complete simply because the meeting has ended. 

Someone usually has to act. 

That person may need to revise a policy, investigate a risk, negotiate a contract, provide additional information or return to the board with an update. 

Without structured action tracking, those commitments can disappear into meeting minutes and email chains. 

An audit-ready process should record: 

• The agreed action 

• The responsible owner 

• The due date 

• Current status 

• Evidence of completion 

• Revised deadlines where necessary 

• Escalation of overdue material actions 

This provides something boards frequently lack: visibility over whether their decisions are actually being implemented. 

The governance chain then becomes stronger: 

Decision → Owner → Deadline → Action → Evidence → Closure 

That is not administrative neatness. 

It is accountability made visible. 

4. Entity management should create one reliable governance record 

Complexity increases quickly when organisations operate through multiple legal entities. 

Each company may have its own: 

• Directors 

• Shareholders 

• Ownership structure 

• Registered office 

• Statutory filings 

• Licences 

• Board meetings 

• Local obligations 

• Powers of attorney 

• Governance documents 

When this information is spread across spreadsheets, shared drives, emails and individual knowledge, reconciliation becomes unavoidable. 

Diligent’s 2026 benchmark found that 55% of surveyed governance teams were still using spreadsheets, Word documents and SharePoint to manage entity information, while only 33% used a dedicated platform. 

For boards, the risk is straightforward. 

If nobody is certain which record is authoritative, governance decisions may be based on stale information. 

Strong entity management should therefore create a dependable source of governance data while maintaining the supporting evidence behind it. 

The aim is not merely centralisation. 

It is control over corporate information. 

5. Compliance calendars should prevent surprises 

Weak compliance systems often operate backwards. 

A deadline becomes urgent, someone searches for the required information, documents are assembled and the filing is completed just before time runs out. 

Occasionally, the deadline is missed. 

A stronger Company Secretary service operates prospectively. 

Compliance calendars should provide forward visibility over: 

• Confirmation statements 

• Annual accounts 

• Regulatory filings 

• Board approvals 

• Licence renewals 

• Director changes 

• Shareholder actions 

• Governance reviews 

• Policy reviews 

• Recurring statutory obligations 

Responsibility should also be visible. 

A calendar that shows a deadline without identifying the person accountable for meeting it provides only partial control. 

This is particularly important for groups with several entities because compliance risk increases as obligations multiply. 

Read More: Statutory & Regulatory Compliance 

6. Companies House reform has raised the importance of accurate entity governance 

The UK’s corporate transparency regime is changing significantly under the Economic Crime and Corporate Transparency Act 2023. 

Since March 2024, Companies House has gained enhanced powers to query information and request supporting evidence. Companies must also maintain an appropriate registered office address, provide a registered email address and confirm lawful purpose requirements. 

Identity verification represents another major change. 

From 18 November 2025, identity verification became a legal requirement for new directors and people with significant control, with existing directors and PSCs brought into the regime through a phased transition. Current directors generally provide their personal code through the company’s confirmation statement, while PSC requirements depend on their circumstances. 

These reforms matter because the role of Companies House is changing. 

Historically, organisations could sometimes think about filing primarily as an administrative process. The registrar now has stronger powers directed at improving the accuracy and integrity of register information. 

For boards, accurate entity records are therefore becoming even more important. 

The governance system should know who the directors are, who controls the company, which filings are due and whether the underlying information is correct before it reaches the public register. 

7. Statutory registers should not become a year-end reconstruction exercise 

Registers and corporate records are easy to neglect because they rarely feel urgent until someone needs them. 

Then they become very urgent. 

A transaction, due diligence exercise, audit, refinancing, investment round or regulatory request may require the organisation to establish historical information quickly. 

If the underlying records have not been maintained, teams may spend significant time reconstructing the corporate history. 

That is avoidable. 

A stronger approach maintains governance records as events happen rather than trying to recreate them months or years later. 

This principle applies beyond statutory registers. 

It should cover: 

• Director changes 

• Ownership changes 

• Board approvals 

• Shareholder decisions 

• Corporate authorities 

• Material governance documents 

• Supporting evidence 

Audit readiness is therefore largely a question of timing. 

Evidence created when governance happens is usually stronger than evidence reconstructed when scrutiny arrives. 

8. Conflict-of-interest governance needs a visible process 

Boards increasingly operate in complex networks of investments, appointments, advisers, shareholders and commercial relationships. 

Conflicts are therefore not unusual. 

The governance failure occurs when they are unidentified or poorly managed. 

An effective Company Secretary service should help establish a process for: 

• Periodic director declarations 

• Transaction-specific declarations 

• Conflict registers 

• Board consideration 

• Recusal where appropriate 

• Minute evidence 

• Continuing review 

This becomes particularly important for private companies, investment businesses, joint ventures and family-controlled organisations where directors may hold several overlapping interests. 

The purpose is not to eliminate every potential conflict. 

Often that would be impossible. 

Instead, governance should make the conflict visible and demonstrate how it was handled. 

9. Reserved matters and delegated authorities should show who can decide what 

Audit-ready governance depends on traceable authority. 

If an executive signs a significant contract, the organisation should be able to establish that the person had authority to do so. 

Likewise, matters reserved for the board should actually reach the board. 

As organisations grow, this becomes more difficult because decision-making spreads across subsidiaries, functions and jurisdictions. 

A strong governance framework should connect: 

• Articles and constitutional documents 

• Matters reserved for the board 

• Committee terms of reference 

• Delegated authorities 

• Financial approval limits 

• Local subsidiary authority 

• Powers of attorney 

Without that architecture, organisations can become uncertain about who possesses authority. 

The board may then discover that the practical allocation of power no longer matches the formal governance structure. 

That is precisely the type of weakness audit-ready governance should expose before an external reviewer does. 

Explore More: Corporate Governance Support 

10. Subsidiary governance should give the parent board visibility 

A parent board cannot govern a group effectively if material subsidiary information remains trapped locally. 

As groups expand, subsidiary governance often becomes fragmented. 

One entity may have an active board, another may approve decisions by written resolution, while a third depends heavily on local advisers. Records may be stored differently in every jurisdiction. 

The result is legal structure without governance coherence. 

Audit-ready subsidiary governance should help the parent understand: 

• Which entities are active 

• Who sits on their boards 

• What authority local directors hold 

• Which significant decisions have been made 

• Whether filings are current 

• Which risks require escalation 

• Where governance exceptions exist 

Central visibility does not require every subsidiary to operate identically. 

Local requirements matter. 

However, the group should still have a coherent governance framework. 

What boards should look for when choosing a Company Secretary service 

The phrase Company Secretary services covers very different operating models. 

Some providers focus mainly on statutory filings. Others provide entity administration at scale, while governance advisers may concentrate more heavily on boards, controls and decision-making. 

A board seeking audit-ready governance should therefore look beyond the service list. 

The more useful question is: 

What governance capability will this provider actually create? 

Price matters. 

However, the cheapest filing service may become expensive if senior management later spends weeks reconstructing records, correcting filings or explaining gaps during due diligence. 

Why software alone does not create audit-ready governance 

Technology is an essential part of modern Company Secretary delivery. 

It can centralise records, automate reminders, track actions, manage entities and improve visibility. 

However, software does not decide whether a conflict has been handled properly. 

It cannot independently determine whether a board paper gives directors enough information to make a difficult decision. Nor can a platform decide whether a governance issue should be escalated, whether minutes fairly capture a sensitive discussion or whether the governance structure remains appropriate as the organisation changes. 

Those decisions require judgement. 

The strongest operating model therefore combines: 

Technology + Professional expertise + Governance process + Accountability 

Technology creates structure. 

Professional expertise determines how that structure should be used. 

Read More: Why Company Secretary Software Alone Cannot Solve Governance Challenges 

Audit-ready governance and Provision 29: why the direction matters 

Provision 29 of the UK Corporate Governance Code 2024 deserves particular attention because it illustrates the changing relationship between boards, controls and evidence. 

For companies within the Code’s scope, the board should monitor the risk management and internal control framework and review its effectiveness at least annually. From financial years beginning on or after 1 January 2026, the annual report should include a declaration regarding the effectiveness of material controls at the balance sheet date, alongside relevant information about ineffective material controls and remedial action. 

Importantly, the FRC makes clear that material controls are not confined to financial controls. They can include operational, reporting and compliance controls, including controls relating to narrative and ESG reporting. 

The board must make its assessment using evidence obtained through monitoring and review. 

That word matters. 

Evidence. 

Even organisations outside the Code’s formal scope should pay attention to the underlying governance principle. 

Assertions are weaker than evidence. 

A board that says its governance is effective should be able to demonstrate why it believes that. 

The audit-ready governance test 

Boards can conduct a simple test. 

Imagine that tomorrow morning an auditor, regulator, investor or lender requests evidence concerning ten areas. 

Could the organisation produce it quickly? 

1. Board decisions 

Can you locate the relevant paper, minutes, resolution and approval? 

2. Board actions 

Can you show who owned each material action and whether it was completed? 

3. Director information 

Are appointments, resignations, interests and relevant records current? 

4. Entity structure 

Can you produce an accurate group structure and ownership record? 

5. Statutory compliance 

Can you demonstrate which filings were required and when they were completed? 

6. Conflicts 

Can you show how director conflicts were identified and managed? 

7. Delegated authority 

Can you establish who was authorised to make a particular decision? 

8. Subsidiary governance 

Can headquarters see significant decisions and obligations across the group? 

9. Governance controls 

Can you identify the controls governing material governance processes? 

10. Evidence 

Can the supporting record be produced without searching through individual inboxes? 

If several answers depend on one person’s memory, governance is not genuinely audit ready. 

It is person dependent. 

The hidden cost of poor audit readiness 

Weak governance records rarely remain a governance-team problem. 

Eventually, they consume senior management time. 

Imagine a refinancing or acquisition due diligence exercise begins. 

The organisation suddenly needs historical board approvals, statutory records, ownership information, director appointments, shareholder resolutions and evidence of key decisions. 

If records are fragmented, lawyers become involved. 

Finance teams start searching. 

Directors receive old emails asking whether they remember what happened. 

Documents are compared against spreadsheets. 

Missing approvals need explanation. 

The immediate cost is time. 

The deeper cost is confidence. 

An investor or lender seeing weak corporate records may reasonably ask what other controls are equally weak. 

Good governance therefore has transaction value. 

It allows the organisation to respond to scrutiny without appearing surprised by its own corporate history. 

Why governance teams need more capacity, not simply more tasks 

The pressure on governance professionals is already substantial. 

The CGI Governance Market Survey 2026 found that 74% of respondents had experienced increased workloads, while 42% believed their governance function was not adequately resourced. 

Diligent’s research points in the same direction. Its 2026 benchmark found that 74% of governance professionals said their scope had expanded over the previous two years, while 63% reported workload growing faster than their teams or teams being reduced. 

Adding another spreadsheet is not a credible answer. 

Neither is expecting a small governance team to absorb unlimited complexity. 

Boards should instead ask which activities require professional judgement and which can be systematised. 

Technology can handle recurring workflows, reminders, records and structured information. 

Governance professionals should spend more time on board judgement, challenge, risk, decision quality and emerging governance issues. 

That is a better allocation of scarce expertise. 

Why CoSec Hub is built around audit-ready governance 

CoSec Hub is designed around a simple idea: 

Company Secretary support should create governance capability, not simply process transactions. 

The model combines governance technology with professional Company Secretary expertise, allowing organisations to strengthen both the administrative foundation and the judgement required around it. 

The technology layer can support: 

• Entity management 

• Compliance calendars 

• Governance forward planning 

• Board management 

• Statutory registers 

• Board action tracking 

• Meeting lifecycle management 

• Governance records 

Alongside that infrastructure, professional support can provide: 

• Company Secretary expertise 

• Governance operations support 

• Compliance monitoring 

• Board administration 

• Governance intelligence 

• Multi-jurisdiction support 

• Governance advisory 

The distinction matters. 

Software alone can organise information. 

Traditional outsourcing can complete tasks. 

A connected governance model should do both while giving the board better visibility over the organisation’s governance position. 

CoSec Hub + Governance Knowledge Centre: Where Automation Meets Governance Authority. 

Explore: CoSec Hub 

What an audit-ready governance operating model looks like 

A mature organisation should be moving from fragmented administration towards connected governance. 

The objective is not perfection. 

It is reliability. 

A good governance system should make routine obligations predictable and unusual issues visible. 

When should a board consider outsourced Company Secretary support? 

Outsourcing does not necessarily mean replacing an internal governance function. 

For many organisations, the strongest model combines internal leadership with specialist external capacity. 

Additional support becomes particularly valuable when: 

• The group is adding legal entities 

• International expansion is accelerating 

• The board calendar is becoming more demanding 

• Compliance obligations are increasing 

• Governance records are fragmented 

• A transaction or investment round is approaching 

• The organisation is preparing for greater regulatory scrutiny 

• Internal governance resources are stretched 

• Subsidiary oversight is inconsistent 

• The board wants stronger governance reporting 

• The business is moving towards listing or institutional investment 

In these circumstances, the question is not simply whether tasks can be outsourced. 

It is whether the governance operating model can be strengthened. 

Read More: Company Secretary Outsourcing 

Seven warning signs your governance is not audit ready 

Boards should pay attention when any of the following becomes normal. 

1. Finding a board approval requires an email search 

Important decisions should have an institutional record. 

2. Compliance deadlines depend on one person’s calendar 

That is key-person risk disguised as a process. 

3. Nobody trusts the entity spreadsheet completely 

A source of truth that requires constant verification is not a source of truth. 

4. Board actions repeatedly return as overdue 

The problem may be accountability rather than administration. 

5. Subsidiary information arrives only when requested 

Group governance should provide visibility before questions arise. 

6. Governance evidence is assembled mainly before audits or transactions 

That suggests the organisation is reconstructing governance rather than maintaining it. 

7. The board receives activity reports but little governance insight 

Knowing how many meetings or filings occurred is useful. Knowing where governance risk is increasing is more valuable. 

When several of these signs appear together, another checklist will rarely solve the problem. 

The governance infrastructure needs attention. 

Questions to ask a Company Secretary service provider before appointing them 

Boards and governance leaders should test potential providers carefully. 

Ask: 

1. Who will actually provide our Company Secretary support? 

2. What professional governance expertise sits behind the service? 

3. How will you maintain our entity information and supporting evidence? 

4. How do you monitor statutory and regulatory obligations? 

5. How are board decisions and actions tracked? 

6. How do you support governance across multiple jurisdictions? 

7. What technology supports the service? 

8. Who owns and controls our governance data? 

9. How quickly can records be produced for an audit or transaction? 

10. How are governance exceptions escalated? 

11. Can you support the board beyond routine administration? 

12. How does the service scale as our organisation grows? 

The answers reveal whether the provider is selling administrative capacity or genuine governance capability. 

That distinction should drive the buying decision. 

The Lumorus View 

The best Company Secretary services do not prepare organisations for an audit. They keep the organisation in a condition where governance can withstand scrutiny at any time. 

That is a materially different standard. 

Audit readiness should not begin when somebody sends a document request. 

It should emerge naturally from how governance operates every day. 

Board papers are controlled. 

Decisions are recorded. 

Actions are followed. 

Entity information is reliable. 

Compliance obligations are visible. 

Conflicts are managed. 

Authority can be traced. 

Subsidiary governance is connected. 

Evidence exists because the process created it. 

For boards, this is the real value of a strong Company Secretary function. 

The function preserves institutional memory while strengthening accountability. More importantly, it helps ensure that the organisation can explain not merely what it did, but how authority was exercised and controlled. 

That is governance. 

The Bottom Line 

Boards are operating in an environment where governance evidence matters more. 

The FRC’s 2024 Corporate Governance Code has strengthened expectations around evidence supporting the effectiveness of material controls for companies within its scope. Meanwhile, Companies House reforms are increasing scrutiny over corporate information, directors and beneficial ownership. 

At the same time, governance teams are under pressure. 

Diligent reports that 51% of surveyed governance professionals experienced a near-miss entity compliance event, while CGI’s 2026 survey found that 42% believe their governance functions are not adequately resourced. 

Boards should not respond by creating more fragmented administration. 

They need better governance infrastructure. 

The best Company Secretary services therefore combine: 

• Professional expertise 

• Board governance 

• Entity management 

• Compliance monitoring 

• Reliable records 

• Action tracking 

• Governance technology 

• Multi-jurisdiction support 

• Governance advisory 

• Evidence and accountability 

A board should never have to recreate its governance history in order to prove that governance happened. 

The evidence should already exist. 

Continue Exploring 

• Strengthen your day-to-day governance infrastructure: Company Secretary Outsourcing 

• Improve board meeting governance and decision records: Board & Shareholder Meetings 

• Build stronger statutory and regulatory controls: Statutory & Regulatory Compliance 

• Strengthen the quality of your board minutes: Minute Taking Solutions 

• Improve governance structures and board support: Corporate Governance Support 

• Build governance into a new corporate structure: Company Formation & Structuring 

• Explore technology-enabled Company Secretary support: CoSec Hub 

About CoSec Hub 

CoSec Hub is the Company Secretary Command Centre, built by Company Secretaries for Company Secretaries. 

It combines governance technology with professional Company Secretary expertise to help organisations manage governance more systematically. 

Rather than relying on disconnected spreadsheets, inboxes, calendars and document repositories, CoSec Hub can bring together entity information, compliance calendars, governance forward planning, board management, statutory records and action tracking within a more connected operating model. 

The accompanying Governance Knowledge Centre adds the professional expertise required where governance depends on judgement rather than automation. 

The result is a different model of Company Secretary support. 

Not software alone. Not traditional outsourcing alone. Connected governance infrastructure. 

Visit CoSec Hub to explore how technology-enabled Company Secretary support can strengthen audit readiness and board governance. 

Lumorus: Better Business, Built on Purpose 

Lumorus is a UK headquartered global governance, ESG, Company Secretary and advisory firm supporting organisations across Europe, Africa, Asia, the Caribbean, Canada, the Middle East and international markets. 

We help boards and leadership teams build governance systems capable of supporting growth, scrutiny and institutional trust. 

Our Company Secretary capabilities include: 

• Corporate Governance Support 

• Statutory & Regulatory Compliance 

• Board & Shareholder Meetings 

• Company Formation & Structuring 

• Company Secretary Outsourcing 

• Annual Report Services 

• Minute Taking Solutions 

For organisations seeking a more connected operating model, CoSec Hub combines governance technology with professional Company Secretary expertise and governance knowledge infrastructure. 

Could your organisation produce the evidence of its most important governance decisions tomorrow, or would your team first need to reconstruct what happened? 

That question is worth answering before an auditor, regulator, investor or transaction team asks it. 

Explore Lumorus or visit CoSec Hub to strengthen your organisation’s governance infrastructure and audit readiness. 

Lumorus: Better Business, Built on Purpose. 

Sources 

• Financial Reporting Council: UK Corporate Governance Code 2024 – Current UK Corporate Governance Code, including Provision 29 and requirements concerning risk management and material internal controls. 

• Financial Reporting Council: Corporate Governance Code Guidance – Guidance covering board information, communication, risk management, controls and effective decision-making. 

• Financial Reporting Council: Provision 29 Mythbuster – FRC explanation of the board’s declaration concerning material controls and the evidence supporting its assessment. 

• Chartered Governance Institute UK & Ireland: Governance Market Survey 2026 – Research based on 971 governance professionals covering workload, board information, governance influence and resourcing. 

• Diligent: Global State of Legal Entity Compliance 2026 – Global research into entity compliance, governance workload, technology, manual processes and operating models. 

• Diligent: Global State of Entity Compliance Benchmark Analysis – Findings covering expanded governance mandates, workload, manual systems, dedicated platforms and near-miss compliance events. 

• Companies House: When You Need to Verify Your Identity – Current requirements for directors, people with significant control and other relevant roles under the identity verification regime. 

• Companies House: New Powers to Tackle Fraud – Changes introduced under the Economic Crime and Corporate Transparency Act, including enhanced registrar powers, registered office requirements and registered email addresses. 

• UK Government: Role and Powers of the Registrar of Companies – Explanation of the enhanced Companies House role in improving the accuracy and integrity of corporate information. 

The post The Hidden Governance Risk in Poor Corporate Records appeared first on .

The modern Company Secretary is no longer responsible only for board papers, minutes and statutory filings. The role increasingly touches entity management, board effectiveness, regulatory compliance, beneficial ownership, governance reporting, director appointments, corporate transactions, shareholder matters and regulatory change. 

In multinational organisations, these responsibilities can extend across dozens of entities, several jurisdictions and multiple boards. Yet, while the mandate has expanded, the operating model beneath it has often remained fragmented. 

The Diligent Global State of Legal Entity Compliance 2026 surveyed more than 300 Company Secretaries, General Counsel and legal operations leaders across 38 jurisdictions. According to the research, 74% said their responsibilities had expanded over the previous two years, while 63% reported that workload had grown faster than their teams. 

The same research also found continued dependence on spreadsheets, Word documents and SharePoint for entity information, while only a minority of respondents had near real-time visibility of their compliance obligations. 

That combination matters because governance risk often grows quietly. One new entity creates additional filings. Another jurisdiction adds another regulatory calendar. More board activity generates further decisions and actions, while acquisitions, restructurings and new directors create additional records that must remain accurate. 

At first, experienced professionals can absorb the complexity. Over time, however, professional effort begins to compensate for weak systems. 

That is precisely where governance infrastructure becomes essential. 

Governance infrastructure is not simply software. It is the connected combination of people, processes, information, technology, controls and accountability that allows governance to operate reliably as an organisation becomes more complex. 

Read More: Corporate Governance Support 

What Company Secretaries are being asked to manage has changed 

The profession itself is becoming more strategic. 

The Chartered Governance Institute UK & Ireland Governance Market Survey 2026 drew on responses from 971 governance professionals and found that 65% believed the influence of the governance function was increasing. 

That result reflects a broader shift. 

Company Secretaries are increasingly expected to contribute to: 

• Board decision making 

• Governance risk 

• Regulatory compliance 

• Succession planning 

• Organisational change 

• Shareholder matters 

• Governance reporting 

• Board effectiveness 

• Entity and subsidiary governance 

• Corporate transactions 

The role therefore sits close to the point where board information, management accountability and legal obligations meet. 

However, when the infrastructure beneath those responsibilities is weak, the Company Secretary becomes the organisation’s human integration system. 

They know which spreadsheet is current, which director still has an action, which adviser needs chasing, which version of the board paper is final and which compliance deadline is approaching. 

That knowledge is valuable. However, it should not become the organisation’s primary control environment. 

A governance model that depends too heavily on individual memory may appear resilient while experienced people remain in place. Once somebody leaves, becomes unavailable or the organisation grows rapidly, the weakness becomes visible. 

Governance infrastructure is broader than technology 

Technology is an important part of modern governance, but governance infrastructure is more than a software platform. 

A strong operating model brings together five connected elements. 

Each element supports the others. 

Technology without accountability simply organises tasks. Processes without reliable information create false confidence, while professional expertise without infrastructure can leave the organisation overly dependent on individuals. 

The strongest model therefore combines systems and judgement. 

Technology should manage what is repeatable. 

Experienced Company Secretaries should focus on what requires interpretation, challenge and professional advice. 

Explore: CoSec Hub 

Why manual governance becomes harder to control as organisations grow 

Spreadsheets remain useful in many governance functions. 

The problem is not the spreadsheet itself. 

The problem appears when the number of entities, directors, obligations and transactions becomes too large for manual reconciliation to remain reliable. 

Consider a director appointment. 

One decision may trigger: 

• Board approval 

• Director consent documentation 

• Regulatory filing 

• Statutory register updates 

• Beneficial ownership review 

• Conflict declarations 

• Changes to signing authorities 

• Board portal access 

• Group entity-record updates 

• Director induction requirements 

If each activity is maintained in a separate spreadsheet, inbox or system, the Company Secretary must keep every record aligned manually. 

That creates both workload and risk. 

The Diligent 2026 benchmark found that governance professionals continue to spend significant amounts of time tracking filings, deadlines and record updates. 

That time has a hidden cost. 

A senior Company Secretary reconciling records cannot simultaneously advise the Chair, review governance risk, support directors or prepare the organisation for regulatory change. 

The deeper problem with fragmented governance is therefore not simply inefficiency. 

It is that administration begins to consume time that should be spent on judgement. 

Near misses are often infrastructure warnings 

A missed deadline is obvious. 

A near miss can be more revealing because it shows how close the governance system came to failure. 

The Diligent Global State of Legal Entity Compliance 2026 found that 51% of respondents had experienced a compliance near miss during the previous year. 

That does not necessarily mean governance teams were performing poorly. 

In many cases, the opposite may be true. 

Experienced professionals may have intervened at the last moment because they knew: 

• Which filing was at risk 

• Which adviser had not responded 

• Which approval remained outstanding 

• Which record had not been updated 

• Which obligation needed escalation 

Professional expertise prevented failure. 

However, where this happens repeatedly, the organisation should ask whether its systems are doing enough. 

A governance model that works because one person remembers what the infrastructure does not has created key-person dependency. 

Strong governance should make professional expertise more valuable, not make the organisation dependent upon it for routine control. 

Read More: Statutory & Regulatory Compliance 

Good infrastructure makes obligations visible before they become urgent 

Constant urgency is often a symptom of weak governance planning. 

A filing becomes critical because it is due tomorrow. Board papers become urgent because the meeting is approaching, while shareholder approvals are chased because a transaction is close to completion. 

Strong governance infrastructure changes that pattern by improving forward visibility. 

Company Secretaries should be able to see, in one connected planning environment: 

• Statutory deadlines 

• Regulatory submissions 

• Board and committee meetings 

• Annual reporting milestones 

• Director reviews 

• Shareholder meetings 

• Board evaluations 

• Policy reviews 

• Governance training 

• Corporate transactions 

• Recurring approvals 

This allows the function to plan before pressure builds. 

Instead of asking what is due tomorrow, the governance team can ask what requires preparation next quarter. 

That is a very different operating model. 

It moves the function from reactive administration towards proactive governance. 

Boards depend on governance infrastructure more than they realise 

Governance infrastructure is not simply about making the Company Secretary function more efficient. 

Boards rely on it too. 

The Financial Reporting Council’s Corporate Governance Code Guidance emphasises the importance of timely, high-quality information for directors. It also highlights the role of the Company Secretary in supporting the Chair, maintaining effective information flows and helping the board and its committees operate efficiently. 

In practice, effective boards depend on a number of connected governance processes: 

• Reliable board papers 

• Clear agendas 

• Accurate minutes 

• Committee coordination 

• Governance calendars 

• Action tracking 

• Director information 

• Conflict management 

• Escalation processes 

• Access to professional advice 

A board portal can distribute documents. 

It cannot by itself ensure that the right matters have reached the board, that information is decision useful or that actions are implemented after a meeting. 

Those outcomes depend on the wider governance system. 

Explore More: Board & Shareholder Meetings 

Information is one of the most important governance controls 

Boards exercise authority largely through information. 

If directors receive incomplete information, receive it too late or cannot see material risks, board effectiveness deteriorates even where meeting administration is excellent. 

The G20/OECD Principles of Corporate Governance emphasise that directors need accurate, relevant and timely information. The OECD also highlights the importance of parent boards receiving sufficient information about subsidiaries to oversee group-wide risks and objectives. 

That places the Company Secretary at the centre of an important information chain. 

A mature governance model should make clear: 

• What information directors need 

• Who owns that information 

• When it should reach the board 

• Which decision it supports 

• What needs escalation 

• How challenge is recorded 

• What happens after the decision 

When those elements work together, governance becomes easier to evidence and easier to improve. 

The result is not simply better information. 

It is stronger accountability. 

Board action tracking is a governance control, not an administrative convenience 

A board decision is rarely the end of the governance process. 

Often, it creates a new set of responsibilities. 

For example, a board may approve: 

• A restructuring 

• A financing arrangement 

• A remediation programme 

• A new subsidiary 

• A policy change 

• An executive appointment 

Each decision can create several actions, and those actions need clear owners, deadlines, evidence and escalation. 

Yet many organisations control the meeting process more carefully than the implementation process. 

Board papers are prepared. 

Minutes are approved. 

Actions then migrate into email, spreadsheets or personal task lists. 

That creates a governance gap between decision and delivery. 

Connected governance infrastructure keeps those two stages together so that the board and Company Secretary can see which actions remain outstanding and why. 

Read More: Minute Taking Solutions 

Entity management and board management should work together 

Another common weakness is the separation between entity management and board management. 

These activities are often treated as distinct administrative functions, even though they regularly affect each other. 

Consider a share transfer. 

The process may involve: 

• Board approval 

• Shareholder approval 

• Transfer documentation 

• Statutory filings 

• Updated ownership records 

• Beneficial ownership review 

• Statutory register changes 

• Group structure updates 

The same is true of director appointments, capital changes, restructurings, entity formations and dissolutions. 

Where the board system and entity system are disconnected, the Company Secretary must manually bridge the gap. 

A stronger model connects the meeting lifecycle with the entity lifecycle so that governance decisions trigger the related entity and compliance processes. 

That reduces duplication and creates a more reliable audit trail. 

Explore More: Company Formation & Structuring 

Multi-jurisdiction growth makes connected infrastructure essential 

Governance complexity rises sharply once an organisation operates across several jurisdictions. 

Each country may introduce different requirements around: 

• Directors 

• Shareholders 

• Beneficial ownership 

• Statutory registers 

• Annual filings 

• Board meetings 

• Local representation 

• Corporate approvals 

• Record retention 

• Regulatory reporting 

The central team must therefore manage two competing requirements. 

Local entities need local accuracy, while the group needs central visibility. 

Strong governance infrastructure allows both. 

Local professionals can apply jurisdiction-specific knowledge, while headquarters maintains a consolidated view of entities, directors, obligations and governance risks. 

Without that connection, international growth often produces a patchwork of local advisers, separate calendars and different standards. 

The result may be good local compliance but poor group-wide oversight. 

That is why Company Secretary Outsourcing can become strategically valuable as organisational complexity grows. 

The hidden cost of weak governance infrastructure is reconciliation 

Many Company Secretaries spend significant amounts of time comparing data that should already agree. 

Finance may maintain one entity list. 

Tax uses another. 

Legal has a separate record, while local subsidiaries may hold more recent director information. 

The board portal may contain yet another version. 

This is not simply duplication. 

Different datasets create different versions of organisational reality. 

During routine operations, those inconsistencies may remain manageable. They become far more serious during: 

• Acquisitions 

• Financing 

• Due diligence 

• Regulatory reviews 

• Audits 

• Restructuring 

• Leadership changes 

A mature governance model should therefore establish: 

• Which system is authoritative 

• Who owns each data category 

• Who can update information 

• What evidence supports a change 

• How local updates reach headquarters 

• How discrepancies are resolved 

• When records should be reviewed 

This creates more than a central database. 

It creates information accountability. 

What connected governance should look like 

The objective is not to automate every governance activity. 

It is to remove unnecessary fragmentation. 

Governance infrastructure reduces key-person dependency 

Every Company Secretary function has experienced people whose knowledge is exceptionally valuable. 

The organisation should retain and value that expertise. 

However, routine institutional knowledge should not sit only in somebody’s head. 

A Company Secretary may know: 

• Which filing remains outstanding 

• Which register is current 

• Which board action still needs attention 

• Which adviser needs to respond 

• Which obligation is due next month 

• Which version of the board paper is final 

That knowledge reflects experience. 

Yet the system should capture information that can reasonably be captured. 

Doing so improves resilience during: 

• Holidays 

• Staff turnover 

• Acquisitions 

• Leadership transitions 

• Restructuring 

• Unexpected absence 

The principle is straightforward. 

Expertise should strengthen governance infrastructure, not replace it. 

AI will make governance infrastructure more important 

Artificial intelligence will automate more governance activity. 

However, AI depends on reliable information. 

The Diligent 2026 benchmark found growing use of AI in governance functions alongside continuing concerns about data quality and accuracy. 

That should be expected. 

If entity information is fragmented, AI processes fragmented information. 

If ownership records are wrong, automation can reproduce those errors at greater speed. 

Where accountability is unclear, an intelligent workflow still cannot decide who should ultimately be responsible. 

Before increasing the use of AI, organisations therefore need stronger foundations: 

• Reliable data 

• Clear record ownership 

• Defined approval rights 

• Human oversight 

• Audit trails 

• Escalation rules 

Technology becomes more powerful when governance infrastructure is strong. 

It becomes more dangerous when it simply accelerates weak processes. 

Internal control expectations are also raising the standard 

The wider governance environment is increasingly focused on evidence and control. 

The UK Corporate Governance Code 2024 strengthens expectations around governance outcomes and internal controls, while Provision 29 applies for financial years beginning on or after 1 January 2026. 

Not every organisation falls directly within the Code. 

However, the direction is important. 

Boards increasingly need: 

• Reliable evidence 

• Clear control ownership 

• Better risk information 

• Traceable actions 

• Stronger assurance 

These expectations become harder to meet where governance records and responsibilities remain fragmented. 

The question is therefore changing. 

It is no longer simply whether the Company Secretary can find a document. 

It is whether the organisation can demonstrate how governance operated. 

Strong infrastructure should create an audit trail through normal work 

Some governance teams are understandably cautious about new systems because badly designed processes can create more administration rather than less. 

Good infrastructure should do the opposite. 

Evidence should be generated naturally through normal governance activity. 

For example: 

• A director appointment should update the entity record and trigger relevant filings. 

• A board decision should create an accountable action with an owner and deadline. 

• A completed filing should retain the supporting evidence. 

• An entity change should update one controlled record rather than several spreadsheets. 

• A missed deadline should create an exception automatically. 

The audit trail then becomes part of the operating model. 

That is far more effective than reconstructing evidence before an audit, transaction or regulatory review. 

Exception management is where governance infrastructure becomes most valuable 

Company Secretaries should not have to monitor every routine task manually. 

The system should make significant exceptions visible. 

These may include: 

• Overdue filings 

• Missing approvals 

• Late board actions 

• Incomplete director appointments 

• Unreconciled ownership information 

• Expiring authorities 

• Material governance conflicts 

• Regulatory developments requiring action 

• Entities operating outside agreed standards 

This changes how professional time is used. 

Instead of checking whether every routine task happened, experienced Company Secretaries can focus on where judgement, escalation and advice are required. 

That is a much stronger operating model. 

Governance reporting becomes easier when infrastructure is strong 

Annual reporting often exposes weak governance systems. 

Towards year end, the Company Secretary may need to reconstruct evidence relating to: 

• Board activity 

• Director changes 

• Committee work 

• Governance actions 

• Board evaluations 

• Compliance developments 

• Stakeholder matters 

• Internal controls 

Where systems are fragmented, this becomes a research project. 

Where governance infrastructure is strong, much of the evidence already exists. 

The annual report becomes an output of governance rather than an attempt to recreate the year after the event. 

Professional Annual Report Services can strengthen the reporting process, but reliable governance information remains the foundation. 

Good governance reporting begins long before anyone starts writing the annual report. 

Technology should support judgement, not replace it 

The strongest governance operating model does not automate everything. 

Instead, it uses technology where repeatability creates value and professional expertise where context matters. 

The objective is not a governance function with fewer people thinking. 

It is a governance function in which experienced people spend less time on work that does not require their expertise. 

Why CoSec Hub was built differently 

Many governance platforms begin with software. 

CoSec Hub begins with the governance operating model. 

Modern Company Secretaries need technology, but they also need professional expertise, governance operations support and reliable access to governance knowledge. 

That is why CoSec Hub combines two connected layers. 

The CoSec Hub technology layer supports 

• Entity Management 

• Compliance Calendars 

• Governance Forward Planning 

• Board Management 

• Contract Management 

• Statutory Registers 

• Board Action Tracking 

• Meeting Lifecycle Management 

The Governance Knowledge Centre provides 

• Chartered Company Secretary Expertise 

• Governance Operations Support 

• Compliance Monitoring 

• Board Administration 

• Governance Intelligence 

• Multi-Jurisdiction Governance Support 

• Governance Advisory 

Together, these capabilities create a Technology-Enabled Company Secretary Retainer Service. 

This model addresses one of the central weaknesses in software-only governance. 

A platform can tell the Company Secretary that something is overdue. 

An experienced professional can determine: 

• Why it matters 

• Who should act 

• Whether escalation is required 

• What evidence should be retained 

• Whether the board needs to know 

That combination creates governance infrastructure rather than software alone. 

Explore: CoSec Hub 

Seven signs your organisation has a governance infrastructure problem 

1. Compliance depends heavily on spreadsheets 

Spreadsheets remain useful, but they should not be the primary control over material governance obligations in a complex organisation. 

2. Different teams give different answers 

Conflicting entity, director or ownership information usually points to weak data governance. 

3. Important information sits in people’s heads 

Institutional knowledge is valuable, but critical governance information should not depend solely on individual memory. 

4. Board actions disappear into email 

Important decisions need structured follow-through and clear accountability. 

5. Records become reliable only before an audit or transaction 

Accurate governance information should be the normal operating condition. 

6. Every new entity creates proportionately more manual work 

Scalable infrastructure should absorb growth without multiplying administration. 

7. Senior Company Secretaries spend more time chasing than advising 

This is often the clearest warning sign. 

When experienced governance professionals are consumed by coordination, reconciliation and reminders, the operating model needs attention. 

A governance infrastructure health check 

Boards, General Counsel and Company Secretaries can assess their current model by asking: 

1. Can we see every legal entity in one reliable place? 

2. Can we identify the next 90 days of material obligations quickly? 

3. Does every significant obligation have a clear owner? 

4. Can we see which board actions remain outstanding? 

5. Do local and central entity records agree? 

6. Can we trace a significant board decision through to implementation? 

7. Would governance continue effectively if one experienced person became unavailable? 

8. Does the system create a reliable audit trail? 

9. Can we identify exceptions without checking every record manually? 

10. Is technology giving Company Secretaries more time for judgement and board support? 

If several answers are no, the organisation does not simply have a technology problem. 

It has a governance infrastructure gap. 

The Lumorus View 

Company Secretaries should not have to hold complex governance systems together through inboxes, spreadsheets and professional heroics. 

That model can appear efficient because the organisation avoids investing in stronger infrastructure. 

In reality, it transfers system risk into people. 

A better model uses technology to manage what is repeatable while allowing experienced Company Secretaries to focus on judgement, board support and governance risk. 

That means combining: 

• Technology for visibility 

• Processes for consistency 

• Data for evidence 

• Accountability for execution 

• Professional expertise for judgement 

The result is not less human governance. 

It is stronger professional governance. 

As Company Secretary responsibilities continue to expand, organisations cannot solve the capacity problem simply by asking experienced professionals to work harder. 

The operating model has to improve. 

What boards should expect from governance infrastructure 

Boards do not need to understand every technology workflow used by the Company Secretary function. 

They should expect reliable answers. 

A mature governance environment should make it possible to identify: 

• Which entities exist 

• Who governs them 

• Who owns them 

• Which obligations are approaching 

• Which matters are overdue 

• What the board has decided 

• Which actions remain outstanding 

• Where governance risks are emerging 

• What evidence supports the organisation’s governance position 

The G20/OECD Principles of Corporate Governance explain why this matters. Directors require accurate, relevant and timely information, while parent boards need sufficient visibility over subsidiaries to oversee group-wide risk and objectives. 

Governance infrastructure turns that principle into operational capability. 

The Bottom Line 

The Company Secretary function has outgrown the operating model that still supports it in many organisations. 

Responsibilities have expanded, regulatory complexity has increased and boards expect better information. At the same time, international groups are becoming harder to oversee, while emerging technologies are creating new governance expectations. 

Yet too much important governance activity still depends on spreadsheets, email, disconnected software and individual memory. 

The answer is not technology for technology’s sake. 

Nor is it outsourcing without visibility. 

Company Secretaries need a connected governance environment that brings together entities, obligations, meetings, decisions, actions, records and professional judgement. 

When that infrastructure works properly, the governance function becomes: 

• More visible 

• More resilient 

• More scalable 

• More auditable 

• Less dependent on manual reconciliation 

• Better equipped to support the board 

Most importantly, it changes how Company Secretaries spend their time. 

Less chasing and reconciliation. 

More advising, anticipating and governing. 

The future of the Company Secretary function will not be determined by how efficiently it administers governance. It will be determined by whether the organisation has built the infrastructure that allows governance to remain effective as complexity grows. 

Continue Exploring 

• Strengthen governance across your group: Corporate Governance Support 

• Improve multi-jurisdiction compliance oversight: Statutory & Regulatory Compliance 

• Strengthen board and shareholder governance: Board & Shareholder Meetings 

• Establish or restructure entities: Company Formation & Structuring 

• Add scalable external governance capacity: Company Secretary Outsourcing 

• Strengthen corporate reporting: Annual Report Services 

• Create reliable board records: Minute Taking Solutions 

• Connect governance technology and Company Secretary expertise: CoSec Hub 

About CoSec Hub 

CoSec Hub is the Company Secretary Command Centre. 

Built by Company Secretaries for Company Secretaries, CoSec Hub combines governance technology with Chartered Company Secretary expertise to support entity management, compliance oversight, board administration and governance operations. 

Through CoSec Hub and the Governance Knowledge Centre, organisations can access a Technology-Enabled Company Secretary Retainer Service bringing together: 

• Governance technology 

• Chartered Company Secretary expertise 

• Entity and board management 

• Compliance monitoring 

• Governance forward planning 

• Statutory registers 

• Board action tracking 

• Governance operations support 

• Governance intelligence 

• Multi-jurisdiction support 

• Governance advisory 

The purpose is not simply to digitise Company Secretary administration. 

It is to create an operating environment in which governance information, responsibilities, decisions and evidence remain connected as the organisation grows. 

Not software alone. Not outsourcing alone. Governance infrastructure. 

Lumorus: Better Business, Built on Purpose 

Lumorus is a UK headquartered global governance, ESG, Company Secretary and advisory firm supporting organisations across Europe, Africa, Asia, the Caribbean, Canada, the Middle East and international markets. 

For more than 10 years, we have helped boards, leadership teams and organisations strengthen governance, accountability and organisational resilience. 

Our Company Secretary model recognises that modern governance teams need more than administrative support. They need reliable systems, professional expertise and connected governance operations capable of scaling with organisational complexity. 

That is why Lumorus and CoSec Hub combine Company Secretary expertise with governance technology, entity management, compliance monitoring, board support and governance advisory. 

Is your Company Secretary function supported by genuine governance infrastructure, or are experienced professionals still compensating for systems that have not kept pace with the organisation? 

Explore CoSec Hub or contact Lumorus to discuss how a Technology-Enabled Company Secretary Retainer Service can help move your organisation from fragmented governance administration to connected, visible and board-ready governance. 

Email: cosec.enquiries@lumorus.com 

CoSec Hub + Governance Knowledge Centre: Where Automation Meets Governance Authority. 

Sources 

• Diligent: Global State of Legal Entity Compliance 2026 – Research involving more than 300 senior practitioners across 38 jurisdictions on expanding governance mandates, compliance risk, technology and operating models. 

• Diligent: More Obligations, the Same Team – Analysis of workload growth, manual governance processes, compliance near misses, AI adoption and real-time visibility. 

• The Chartered Governance Institute UK & Ireland: Governance Market Survey 2026 – Research involving 971 governance professionals on the growing influence and strategic role of governance teams. 

• Financial Reporting Council: Corporate Governance Code Guidance – Current guidance on board information, governance processes and the role of the Company Secretary. 

• Financial Reporting Council: UK Corporate Governance Code 2024 – Current UK governance framework, including stronger expectations around outcomes, internal controls and accountability. 

• G20/OECD Principles of Corporate Governance 2023 – International principles covering board accountability, information quality and group-wide oversight. 

The post Is Your Company Secretary Function Running on Infrastructure or Professional Heroics?   appeared first on .

For years, governance reporting followed a familiar pattern. Annual reports described committee structures, listed meetings, summarised policies and confirmed whether the company had complied with the UK Corporate Governance Code. 

That information still matters. However, it is no longer enough. 

The Financial Reporting Council’s Annual Review of Corporate Governance Reporting 2025 examined 100 UK-listed companies and pointed towards a more demanding approach. 

In particular, the FRC wants companies to focus more clearly on outcomes, meaningful explanations and material board activity. At the same time, it wants less boilerplate language and unnecessary duplication. 

Meanwhile, the UK Corporate Governance Code 2024 places greater emphasis on reporting outcomes and activities. 

Provision 29 also introduces a more direct board declaration on the effectiveness of material internal controls for financial years beginning on or after 1 January 2026. 

Together, these developments point to a wider change.  Governance reporting is moving from describing governance processes to demonstrating governance performance. 

For Company Secretaries, that changes the job, as a result, the governance section of the annual report can no longer be treated mainly as a year-end drafting exercise. Strong reporting increasingly depends on evidence created throughout the year. 

Explore More: Annual Report Services 

Executive Takeaway 

The next generation of governance reporting will be shorter in places, but more substantive. 

Investors, regulators and other stakeholders increasingly want to understand what the board considered, where directors challenged management, what changed and whether previous commitments produced results. 

Several trends are driving that shift: 

• Greater emphasis on governance outcomes 

• More demanding internal control reporting 

• Better explanations under comply or explain 

• Increased scrutiny of cyber governance 

• Stronger links between board effectiveness and disclosed actions 

• More meaningful reporting on culture and stakeholders 

• Greater transparency around directors and corporate control 

• Growing pressure to reduce repetitive governance language 

• Better evidence behind board claims 

For Company Secretaries, the implication is significant. The annual report is becoming the final output of a year-round governance evidence system. 

1. Governance outcomes are replacing descriptions of activity 

One of the clearest changes is the move towards outcomes-focused reporting. 

The FRC’s latest review encourages companies to explain what happened as a result of governance activity. 

In other words, reports should move beyond long descriptions of policies and processes, consider a typical board strategy disclosure. 

A traditional report might say: 

The board considered strategy throughout the year, that tells the reader very little. 

By contrast, a stronger report would explain the strategic issue considered, the challenge provided by directors and the resulting decision, the same principle applies to culture, risk, stakeholders and succession. 

Therefore, the Company Secretary should increasingly ask three questions when reviewing governance disclosure: 

• What happened? 
• What issue came before the board? 
• What did the board do? 
• How did directors challenge, decide or intervene? 
• What changed? 
• What was the outcome? 

Together, these questions create a stronger reporting chain: 

Activity → Board Action → Outcome 

As a result, governance reporting becomes more useful because readers can see the board exercising its responsibilities rather than simply being told that governance structures exist. 

2. Better governance reporting may actually mean less reporting 

A longer governance report is not necessarily a better one. The FRC has repeatedly encouraged companies to reduce boilerplate language and unnecessary duplication. 

Again, its latest review points towards more focused disclosure, particularly where similar information appears across governance, stakeholder and risk sections; this creates an important tension. 

Governance expectations are increasing. However, annual reports should also become clearer and more concise, the answer is not to remove material governance information. 

Instead, companies should remove paragraphs that add little insight. 

For example, statements such as: 

• The board recognises the importance of good governance 

• Our people are central to our success 

• The board regularly considers risk 

• Directors maintain dialogue with stakeholders 

may all be true. 

Yet, without evidence, they tell the reader very little. 

A stronger report explains what the board actually did. 

For Company Secretaries, therefore, editing becomes part of governance reporting quality. 

A useful test is simple: 

Could this paragraph appear unchanged in the annual report of 100 other companies? 

If the answer is yes, it probably needs more detail. Alternatively, it may not need to be there at all. 

Read More: Corporate Governance Support 

3. Comply or explain should reveal board judgement 

The UK Corporate Governance Code operates on the principle of comply or explain. 

That flexibility matters because good governance does not require identical arrangements across every company. 

The FRC’s 2025 review found that 25 of the 100 companies reviewed reported at least one departure from a Code provision. 

Importantly, the FRC highlighted the value of meaningful explanations rather than treating every departure as evidence of poor governance. 

A strong explanation should tell readers: 

• Which Provision has not been followed 

• Why the board chose a different approach 

• What alternative governance arrangement exists 

• How the relevant risk is being managed 

• Why the board considers the approach appropriate 

• Whether the arrangement is temporary or expected to continue 

That requires more than compliance drafting. 

Instead, it requires the Company Secretary to understand the board’s reasoning. 

Weak reporting says that circumstances made compliance inappropriate. 

By contrast, strong reporting explains what those circumstances were, what the board considered and why the alternative approach supports effective governance. 

In short, comply or explain should demonstrate judgement rather than defensiveness. 

4. Provision 29 will change internal control reporting 

Few developments are likely to affect governance reporting more directly than Provision 29. 

Under the UK Corporate Governance Code 2024, boards should monitor the company’s risk management and internal control framework and review its effectiveness at least annually. 

That review covers material financial, operational, reporting and compliance controls. 

From financial years beginning on or after 1 January 2026, the board should also provide three things in the annual report: 

• A description of how it monitored and reviewed the framework 

• A declaration on the effectiveness of material controls at the balance sheet date 

• Details of material controls that did not operate effectively, together with action taken or proposed 

This is a substantial reporting development. 

Moreover, the FRC has clarified that reporting controls can include controls supporting narrative and ESG reporting, not only traditional financial controls. 

Consequently, Company Secretaries need to think beyond the wording of the final declaration. 

The harder question is: 

What evidence will allow the board to make that declaration with confidence? 

Explore More: Governance Review 

5. Provision 29 makes governance evidence more important 

The board declaration should be the conclusion of a governance process, not the beginning of one. 

The FRC’s Provision 29 guidance makes clear that the board should reach its own assessment using evidence obtained through monitoring and review. 

Therefore, boards need to understand: 

• Which controls are material 

• Why they are material 

• Who owns them 

• How they are monitored 

• What testing has taken place 

• Which weaknesses have been identified 

• How those weaknesses are being addressed 

• What assurance supports management’s conclusions 

This has direct implications for Company Secretaries. 

For example, board and committee calendars need enough time for the relevant reviews. Papers must reach directors at the right point, while actions need clear owners. 

In addition, minutes should record material challenge and decisions accurately. 

The reporting requirement may appear in the annual report. However, the governance work happens throughout the year. 

That is why Board & Shareholder Meetings and high-quality governance records increasingly form part of the reporting infrastructure. 

6. The auditor does not make the Provision 29 declaration for the board 

This distinction deserves attention. 

The FRC’s June 2026 guidance on auditors and Provision 29 confirms that the auditor’s consideration of the Provision 29 statement does not amount to an assurance engagement over the board’s declaration. 

Therefore, the board keeps responsibility for its conclusion. 

The controls relevant to the financial statement audit are not necessarily the same as the material controls identified by directors for Provision 29. 

Indeed, the board’s scope is wider because it includes financial, operational, reporting and compliance controls. 

This has an important governance consequence. 

Directors cannot simply assume that a successful financial statement audit provides all the evidence needed for their own declaration. 

Instead, boards should consider the total assurance picture, including: 

• Management testing 

• Risk and compliance monitoring 

• Internal audit 

• External audit findings 

• Specialist assurance 

• Control failures and near misses 

• Remediation progress 

In turn, the Company Secretary can help ensure that this evidence reaches the board in a clear and connected way. 

7. Cyber governance is becoming visible board governance 

Cyber security provides another clear example of the move towards outcome-focused reporting. 

The FRC’s 2025 review found that 66% of companies highlighted board-level oversight of cyber risk. 

In addition, 85% identified cyber security as a principal risk, while another 12% included it within wider operational principal risks. 

Those figures show how firmly cyber risk has entered board governance. 

However, simply stating that the board oversees cyber security is becoming less useful. 

Stronger reporting might explain: 

• Which committee leads oversight 

• How often the board receives cyber information 

• Whether directors receive relevant training 

• How cyber incidents are escalated 

• Whether scenario exercises have taken place 

• How third-party exposure is considered 

• What changed following board review 

The annual report does not need to reveal sensitive security information. 

Nevertheless, investors should be able to understand whether cyber risk receives serious board attention. 

The reporting principle is therefore the same: 

Do not simply identify the risk. Explain how the board governs it. 

8. Board evaluation reporting should show what changed 

Board evaluation is another area where generic reporting can weaken an otherwise strong governance section. 

Consider this familiar disclosure: 

The board completed its annual evaluation and concluded that it continues to operate effectively. 

What does the reader learn? 

Very little. 

A stronger approach, therefore, connects evaluation findings with improvement. 

The important reporting chain is: 

Finding → Action → Progress → Outcome 

For example, a board may identify a need for stronger succession planning. 

In that case, the report should explain what action followed, what progress was made and whether board capability improved. 

As a result, board evaluation becomes evidence of continuous improvement rather than an annual governance ritual. 

Explore More: Board Evaluation & Assessment 

9. Board composition reporting needs to explain capability, not simply diversity 

Diversity remains an important governance issue. 

However, reporting is gradually becoming more sophisticated. 

The FRC’s latest review found widespread disclosure of diversity approaches and progress. 

Increasingly, companies are also connecting board composition with strategy and succession. 

That is the right direction. 

Representation data remains important. Yet a board can meet numerical targets while still lacking capabilities needed for the future. 

Therefore, good composition reporting should also explain: 

• Which skills the board currently has 

• Which capabilities are becoming more important 

• Where gaps exist 

• How succession addresses those gaps 

• How board composition supports strategy 

• How diversity contributes to better decision making 

For example, a company undertaking major digital transformation may need stronger technology capability. 

Similarly, a multinational entering new markets may require deeper international or regulatory experience. 

Consequently, the reporting question should move beyond who sits on the board. 

It should explain why this board is equipped to govern this organisation. 

Explore More: Board Skills Audit 

10. Culture reporting needs evidence behind the language 

Culture is one of the easiest subjects to describe and one of the hardest to prove. 

Annual reports frequently contain strong statements about values, purpose and organisational culture. 

However, boards need evidence. 

Useful indicators might include: 

• Employee engagement 

• Staff turnover 

• Speak-up data 

• Whistleblowing cases 

• Conduct incidents 

• Customer complaints 

• Ethics breaches 

• Incentive outcomes 

• Internal audit findings 

• Regulatory feedback 

Not every measure belongs in the annual report. 

Even so, governance reporting should help readers understand how the board knows whether the culture it describes actually exists. 

For example, rather than saying the board monitored culture throughout the year, the report could explain which indicators directors reviewed, what concerns emerged and what action followed. 

As a result, the disclosure becomes more credible because it connects values with evidence. 

11. Stakeholder reporting should explain influence, not engagement volume 

Stakeholder sections can become some of the longest parts of an annual report. 

Employees were surveyed. Investors attended meetings. Customers provided feedback. Suppliers were consulted. 

All of that may be useful. 

However, the number of engagement activities tells readers relatively little about governance. 

The more interesting question is: 

Did stakeholder information influence a board decision? 

For example: 

• Did workforce feedback change retention strategy? 

• Did shareholder concerns affect remuneration? 

• Did customer evidence change product design? 

• Did supplier discussions expose resilience risk? 

• Did community concerns change investment plans? 

By focusing on influence, stakeholder reporting becomes more selective and more meaningful. 

The strongest disclosure does not catalogue every conversation. 

Instead, it explains where stakeholder information entered the board’s decision-making process and what happened next. 

12. Corporate transparency now extends beyond the annual report 

Another reporting trend is developing outside the annual report itself. 

Following reforms under the Economic Crime and Corporate Transparency Act 2023, identity verification became a legal requirement for directors and people with significant control from 18 November 2025. 

According to Companies House, the requirements are being phased in over a 12-month transition period. 

Meanwhile, current Companies House guidance sets out the consequences of failing to comply. 

Companies House is also publishing quarterly information on identity verification compliance. 

As a result, corporate information is becoming easier to check. 

Stakeholders can increasingly compare what an organisation says with external information about directors, control, filings and corporate status. 

For Company Secretaries, therefore, data accuracy is becoming part of corporate credibility. 

Read More: Statutory & Regulatory Compliance 

13. The Company Secretary is becoming the architect of governance evidence 

The changing reporting environment is happening alongside a wider shift in the profession. 

The Chartered Governance Institute UK & Ireland’s Governance Market Survey 2026 drew on responses from 971 governance professionals. 

Almost two-thirds, 65%, said the influence of the governance function was increasing. 

Moreover, the research found that the traditional view of the Company Secretary as mainly responsible for board papers, minutes and compliance no longer reflects the reality of the role. 

That is particularly relevant to governance reporting. 

Company Secretaries increasingly connect: 

• Board agendas 

• Decisions 

• Minutes 

• Committee activity 

• Governance actions 

• Board evaluations 

• Succession 

• Risk 

• Internal controls 

• Stakeholder engagement 

• Corporate records 

• Annual reporting 

Taken together, these responsibilities give the function a unique view across the governance system. 

Therefore, the Company Secretary should not simply coordinate the annual governance report. 

Instead, the stronger role is to ensure that governance creates reliable evidence throughout the year. 

14. Build the governance report throughout the year 

One of the most practical changes Company Secretaries can make is to stop treating governance reporting as a year-end project. 

Instead, maintain a simple governance evidence record throughout the reporting cycle. 

This does not need to become another major administrative burden. 

In practice, much of the evidence already exists in minutes, board actions, committee reports and governance calendars. 

The task is simply to capture it consistently. 

By year end, therefore, the Company Secretary should not need to reconstruct 12 months of governance from memory. 

Read More: Minute Taking Solutions 

15. Better governance reporting starts with better board records 

Annual reporting quality and minute quality are closely connected. 

If board minutes simply record that a paper was noted, it becomes difficult months later to explain the board’s contribution. 

Therefore, strong minutes should capture the substance of governance without becoming transcripts. 

Depending on the issue, that may include: 

• Material challenge 

• Alternative options considered 

• Conflicts 

• Key judgements 

• Decisions 

• Agreed actions 

• Responsibility 

• Follow-up 

This creates a reliable evidence trail. 

However, the objective is not to write minutes for the annual report. 

The aim is to create an accurate governance record. 

As a result, better reporting becomes a natural benefit. 

The same principle applies to action tracking. 

If an annual report says the board identified a governance weakness, readers should eventually be able to see whether that weakness was addressed. 

Ultimately, good governance reporting depends on organisational memory. 

The Company Secretary helps create it. 

How healthy is the governance behind your annual report? 

A polished annual report does not necessarily mean the underlying governance is strong. 

That distinction matters. 

Before asking whether the governance section reads well, boards should consider whether the governance system supports the claims being made. 

The Lumorus Board Health Check provides a practical starting point for examining board health and identifying areas that may need deeper attention. 

Boards can use the assessment to consider questions such as: 

• Is accountability sufficiently clear? 

• Does the board receive the right information? 

• Is challenge effective? 

• Are committees working well? 

• Are actions followed through? 

• Does board composition support strategy? 

• Are governance processes producing better decisions? 

The Board Health Check is not a substitute for a formal Board Evaluation or Governance Review. 

However, it can help expose the gap between how governance is described and how governance actually works. 

Assess your board 

Take the Lumorus Board Health Check 

16. The next governance report should answer three questions 

Despite growing disclosure requirements, the core reporting challenge can be simplified. 

Every important governance section should help readers answer three questions. 

What did the board see? 

What information, risks, stakeholder concerns or strategic issues reached directors? 

What did the board do? 

Where did directors challenge, approve, reject, escalate or request further work? 

What changed? 

What outcome followed? 

Together, these questions work across strategy, risk, culture, cyber security, succession, stakeholder engagement and internal controls. 

They also improve readability because they create a natural narrative. 

Readers do not need more governance vocabulary. 

Instead, they need a clearer account of how governance worked. 

17. Seven questions to ask before approving the governance report 

Before final approval, Company Secretaries and boards should ask: 

1. Does the report explain what the board actually did this year? 

2. Can readers see outcomes rather than only activities? 

3. Have generic and repetitive statements been removed? 

4. Are Code departures explained clearly rather than defensively? 

5. Does the narrative match the evidence in minutes, committee reports and corporate records? 

6. Can previous commitments be traced to progress this year? 

7. Would an investor understand where governance improved and where further work remains? 

If several answers are no, adding another five pages will probably not solve the problem. 

Instead, better evidence and sharper writing will. 

The Lumorus View 

Governance reporting is moving from describing the machinery of governance to demonstrating what that machinery achieved. 

That is a welcome change. 

For too long, annual reports could devote considerable space to committee responsibilities, meeting attendance and governance policies while giving readers limited insight into the board’s contribution. 

Now, however, the direction is different. 

Provision 29 asks boards to make a more direct judgement about material controls. 

Meanwhile, the wider emphasis on outcomes asks companies to explain what governance delivered. 

Together, these changes create a useful discipline. 

Boards should be able to answer: 

• What did we challenge? 

• Which decisions did we improve? 

• What changed because of our oversight? 

• Which weaknesses did we identify? 

• What have we done about them? 

• Where does further improvement remain necessary? 

These are not merely reporting questions. 

Ultimately, they are questions about whether the board is doing its job. 

What Company Secretaries should prioritise now 

The reporting environment is changing quickly. 

However, five priorities can make the transition more manageable. 

1. Capture outcomes throughout the year 

Do not wait until annual report drafting begins to identify evidence of board contribution. 

2. Prepare properly for Provision 29 

Ensure the board receives enough evidence to make its material controls declaration responsibly. 

3. Connect board evaluation with reporting 

Track actions arising from evaluations and explain progress. 

4. Remove boilerplate 

Replace generic governance language with organisation-specific evidence. 

5. Check the governance beneath the disclosure 

Where reporting is difficult because evidence is weak, investigate the governance process rather than simply rewriting the paragraph. 

Ultimately, the annual report should reflect the quality of governance rather than compensate for its weaknesses. 

The Bottom Line 

Governance reporting in 2026 is becoming more evidence based, more concise and more focused on outcomes. 

The direction from the FRC is increasingly clear. 

The UK Corporate Governance Code 2024 strengthens the emphasis on outcomes, while Provision 29 raises the standard for reporting on material internal controls. 

At the same time, cyber governance, board effectiveness, culture, stakeholder engagement and corporate transparency are becoming harder to address through generic disclosure. 

For Company Secretaries, this changes the reporting model. 

The annual governance report should no longer be assembled mainly from last year’s wording, committee terms of reference and year-end interviews. 

Instead, it should emerge from evidence captured throughout the year. 

That requires better minutes, clearer action tracking, reliable governance information and stronger links between what the board discusses and what the organisation later does. 

As a result, the annual report should also become better. 

Not necessarily longer. 

Nor does it need to be more complicated. 

Simply more useful. 

The strongest governance reports are not produced by organisations that have the most to say about governance. They are produced by organisations whose governance gives them something meaningful to report. 

Continue Exploring 

• Strengthen governance throughout the reporting cycle: Corporate Governance Support 

• Prepare stronger governance and annual report disclosures: Annual Report Services 

• Strengthen statutory and regulatory compliance: Statutory & Regulatory Compliance 

• Improve the governance record behind reporting: Minute Taking Solutions 

• Assess board performance: Board Evaluation & Assessment 

• Examine wider governance effectiveness: Governance Review 

• Assess current board health: Lumorus Board Health Check 

How Lumorus supports better governance reporting 

Lumorus supports Company Secretaries, boards and leadership teams in strengthening the governance systems behind corporate reporting. 

Our work can connect: 

• Board and committee governance 

• Annual report preparation 

• Governance evidence 

• Board evaluation 

• Governance reviews 

• Compliance 

• Minutes and board records 

• Director development 

• Board skills and succession 

• Governance technology 

This matters because governance reporting cannot be separated from governance practice. 

Where the underlying governance is strong, reporting becomes clearer. 

By contrast, where evidence is weak, another layer of polished language rarely solves the problem. 

For organisations that want to understand their starting point, the Lumorus Board Health Check can provide an initial view of board health before a deeper Governance Review or Board Evaluation is considered. 

Lumorus: Better Business, Built on Purpose 

Lumorus is a UK-headquartered global governance, ESG, Company Secretary and advisory firm supporting organisations across Europe, Africa, Asia, the Caribbean, Canada, the Middle East and international markets. 

For more than 10 years, we have supported boards and leadership teams seeking stronger governance, clearer accountability and greater organisational resilience. 

As governance reporting becomes more evidence based, organisations need more than good annual report drafting. 

Instead, they need governance systems capable of producing reliable evidence of board oversight, challenge, accountability and outcomes throughout the year. 

Is your annual report trying to make governance sound effective, or does your governance evidence already prove it? 

Start with the Lumorus Board Health Check or explore Lumorus Annual Report Services to strengthen the connection between governance practice and governance reporting. 

Email: enquiries@lumorus.com 

Lumorus: Better Business, Built on Purpose. 

Sources 

• Financial Reporting Council: Annual Review of Corporate Governance Reporting 2025 – FRC review of governance reporting across 100 UK-listed companies, including outcomes, cyber oversight, Code departures and Provision 29 preparation. 

• Financial Reporting Council: UK Corporate Governance Code 2024 – Current Code requirements, including the stronger emphasis on governance outcomes and revised Provision 29. 

• Financial Reporting Council: Provision 29 Guidance – Guidance on the board declaration, material controls, proportionality and implementation of Provision 29. 

• Financial Reporting Council: Auditor Responsibilities for Provision 29 – June 2026 clarification of the auditor’s responsibilities in relation to the board’s Provision 29 statement. 

• Companies House: Identity Verification Requirements – Details of mandatory identity verification for directors and people with significant control. 

• Companies House: Current Identity Verification Guidance – Current requirements and consequences of non-compliance for directors and people with significant control. 

• The Chartered Governance Institute UK & Ireland: Governance Market Survey 2026 – Research involving 971 governance professionals on the growing influence and strategic role of the governance function. 

The post Is Your Annual Report Describing Governance or Demonstrating It?  appeared first on .

Managing one company in one jurisdiction is relatively straightforward. 

Managing 20, 50 or 100 entities across Europe is a different governance problem altogether. 

Every jurisdiction can bring its own filing deadlines, director requirements, beneficial ownership rules, corporate records, board procedures and local legal expectations. Add acquisitions, restructurings, new subsidiaries and changing regulation, and the governance burden grows quickly. 

That pressure is reflected in Diligent’s 2026 Global State of Legal Entity Compliance Benchmark, which surveyed more than 300 senior practitioners across 38 jurisdictions. It found that 74% said their scope had expanded during the previous two years. The research also identified significant pressure from compliance near misses, technology gaps and growing workloads. 

For European groups, this is not simply an administrative issue. 

It is a governance visibility issue. 

The board needs confidence that every significant entity remains in good standing, local obligations are understood, directors are properly appointed, ownership information is accurate and material corporate actions are being followed through. 

That is why the strongest Company Secretary services are moving beyond basic filings towards connected governance infrastructure. 

Read More: Corporate Governance Support 

Executive Takeaway 

The strongest Company Secretary providers for multi-jurisdiction entities should be able to combine: 

• Local regulatory knowledge 

• Central entity oversight 

• Compliance calendars 

• Beneficial ownership management 

• Board and shareholder support 

• Statutory registers 

• Director and officer administration 

• Corporate transaction support 

• Governance reporting 

• Action tracking 

• Professional Company Secretary advice 

• Technology that gives headquarters one reliable view 

However, the real differentiator is not how many countries appear on a provider’s website. 

It is whether the provider can help the organisation govern those entities as one connected group. 

Europe is not one governance jurisdiction 

Europe may operate within a shared economic and regulatory environment in many areas, but company law and corporate governance remain heavily jurisdiction-specific. 

A group operating in the UK, Ireland, France, Germany, Luxembourg, the Netherlands, Spain and several Central and Eastern European markets may face different rules governing: 

• Legal entity formation 

• Resident directors 

• Board procedures 

• Annual accounts 

• Statutory filings 

• Share capital 

• Beneficial ownership 

• Corporate registers 

• Local representatives 

• Company records 

• Entity dissolution 

Moreover, regulated industries can add another layer of complexity through sector-specific requirements. 

As a result, a policy designed at group level cannot simply be copied across every subsidiary. 

Strong multi-jurisdiction governance therefore needs two things at once: 

• Common group standards 

• Local legal precision 

That balance is the foundation of scalable governance. 

Explore More: Statutory & Regulatory Compliance 

The problem is not usually local competence. It is fragmentation 

Most international groups can find good advisers in individual countries. 

The difficulty begins when every jurisdiction operates through a different process, adviser, spreadsheet and reporting structure. 

A typical group may have: 

• One provider in France 

• Another in Germany 

• Local counsel in Spain 

• An internal team in the UK 

• Separate registers in Luxembourg 

• A different entity platform maintained by finance 

• Board records held somewhere else 

Each component may function adequately on its own. 

However, the board can still lack a reliable group-wide picture. 

Common warning signs include: 

• Different versions of director data 

• Inconsistent shareholder information 

• Local filings completed but not reflected centrally 

• Separate compliance calendars 

• Poor visibility over overdue obligations 

• Corporate actions not linked to resulting filings 

• Local advisers working without clear escalation routes 

The governance risk therefore sits in the connections between systems and jurisdictions. 

What leading Company Secretary services should actually provide 

For a multi-jurisdiction group, the provider should operate across four connected layers. 

1. Local compliance 

Each entity must meet the rules of the jurisdiction in which it operates. 

That includes: 

• Annual filings 

• Statutory registers 

• Director changes 

• Shareholder changes 

• Beneficial ownership 

• Corporate approvals 

• Entity formation 

• Entity dissolution 

2. Central visibility 

Headquarters should be able to see the whole group without contacting several local advisers. 

That means having access to: 

• Entity status 

• Directors 

• Shareholders 

• Ownership 

• Compliance deadlines 

• Material corporate actions 

• Outstanding board actions 

3. Board governance 

Good Company Secretary support should cover the board as well as the entity. 

That includes: 

• Agendas 

• Board packs 

• Resolutions 

• Minutes 

• Meeting calendars 

• Action tracking 

• Governance advice 

4. Professional judgement 

Technology can track a deadline, but experienced Company Secretaries still need to interpret what matters, identify unusual issues and escalate appropriately. 

This is where administration becomes governance. 

The European compliance environment is becoming more demanding 

Several developments are increasing the importance of accurate entity and ownership information. 

The EU’s Anti-Money Laundering Regulation 2024/1624 strengthens the framework around identifying beneficial owners of legal entities and forms part of a wider European effort to improve transparency around ownership and control. 

The UK is also tightening corporate transparency. 

Under current Companies House identity verification requirements, identity verification requirements now affect directors and people with significant control, with implementation taking place through the current Companies House reform programme. 

For cross-border groups, this creates a practical need to know: 

• Which directors have verified 

• Which entity appointments remain outstanding 

• Whether central records match local filings 

• Whether beneficial ownership data is current 

• Which changes require board approval 

• Which deadlines are approaching 

The larger the group, the more difficult this becomes without connected governance infrastructure. 

A quick test for multi-jurisdiction governance 

Boards and Company Secretaries can test their current operating model with five simple questions. 

Can we identify every legal entity in the group immediately? 

If several teams hold different lists, the governance record is already fragmented. 

Can we see the next 90 days of compliance obligations across Europe? 

If the answer requires multiple advisers or spreadsheets, oversight is weak. 

Do director and ownership records match across systems? 

Inconsistency can create regulatory and transaction risk. 

Can we reconstruct one major corporate decision quickly? 

The record should show the approval, filing, register update and resulting actions. 

Would governance continue effectively if one experienced person was unavailable? 

If not, the organisation may be relying on institutional memory rather than infrastructure. 

Which providers should European groups consider? 

There is no objective ranking that identifies one best provider for every organisation. 

Different operating models suit different needs. 

Some providers compete primarily on geographic reach. Others offer large multidisciplinary networks, while specialist governance firms place more emphasis on board support and governance capability. 

The important question is: 

Which provider model best matches the complexity of your organisation? 

Leading Company Secretary providers for multi-jurisdiction entities 

This is not a ranking from strongest to weakest. However, the operating models are materially different. 

Global entity providers tend to compete on scale and jurisdictional reach, while multidisciplinary firms combine governance with wider legal, tax and advisory services. 

Lumorus is positioned differently. It combines professional Company Secretary delivery with governance technology, board support, governance advisory and knowledge infrastructure. Therefore, organisations can address both the day-to-day execution of governance and the wider capability needed to govern effectively as complexity increases. 

Lumorus: connected governance rather than separate compliance tasks 

For organisations operating across Europe and other markets, Lumorus approaches Company Secretary support as part of the wider governance operating model. 

The service can connect: 

• Corporate Governance Support 

• Statutory & Regulatory Compliance 

• Board & Shareholder Meetings 

• Company Formation & Structuring 

• Company Secretary Outsourcing 

• Annual Report Services 

• Minute Taking Solutions 

Alongside these services, CoSec Hub provides a technology layer that supports entity management, compliance calendars, board management, statutory registers and action tracking. 

This combination can be particularly useful for groups that want to reduce fragmentation between local compliance, board governance and central oversight. 

TMF Group: strong geographic reach and local execution 

TMF Group centres its model on international entity management with local delivery. 

Its compliance and governance offering includes services across entity maintenance, statutory compliance, corporate records and local governance support. Its international footprint makes the model particularly relevant for multinational groups seeking to coordinate entity obligations across many jurisdictions. 

For European groups operating across several markets, this model can reduce the number of separate local advisers that headquarters needs to coordinate. 

The value lies primarily in scale and local execution. 

However, boards should still ask whether any provider’s service is primarily administrative or whether it also includes enough governance advice, board support and strategic insight for the organisation’s needs. 

Best fit: Large multinational groups seeking broad local compliance coverage. 

Vistra: technology and global entity scale 

Vistra also operates a large international entity management model. 

Its entity management proposition combines Company Secretary support, statutory compliance, board-related services and centralised technology across an extensive international network. 

That can be valuable where the main challenge is managing a large number of entities and maintaining visibility across countries. 

In particular, centralised entity information can help reduce: 

• Duplicate records 

• Missed deadlines 

• Local reporting inconsistencies 

• Manual tracking 

• Poor visibility 

However, as with all technology-enabled models, data quality and accountability remain critical. 

A central platform does not create good governance if local information is inaccurate or if no one owns the resulting actions. 

Best fit: Large groups prioritising scale, entity data and operational efficiency. 

PwC: multidisciplinary support for complex multinational groups 

PwC’s Entity Governance and Compliance practice combines governance and compliance support within a much broader international professional services network. 

Its published services cover areas including governance assessments, corporate compliance, entity transactions and board-related support. 

PwC has also published a global governance transformation case study illustrating how subsidiary governance can be reviewed across a large multinational organisation. 

This model can be useful where governance requirements overlap with: 

• Corporate restructuring 

• Tax 

• Legal support 

• Transactions 

• Governance transformation 

• Group simplification 

The main strength is breadth. 

However, organisations should consider applicable independence requirements where firms within the same professional network also provide external audit services. 

Best fit: Large, complex groups requiring multidisciplinary support. 

What boards should ask beyond the provider’s country list 

Geographic reach is important, but it can also be misleading. 

A provider may claim coverage across dozens of jurisdictions while relying on different delivery models in different markets. 

Boards should therefore ask: 

• Which countries do you support directly? 

• Where do you use local partners? 

• Who owns the relationship when partners are involved? 

• Can headquarters see all entities in one place? 

• How are regulatory changes monitored? 

• How are local filings reflected in central records? 

• What happens when an issue becomes complex? 

• Who provides professional Company Secretary advice? 

• Can the service scale after an acquisition? 

• How will governance data be transferred if the relationship ends? 

These questions reveal more about the operating model than a country map. 

The biggest risk is losing group-wide visibility 

A company can have excellent local advisers and still have weak group governance. 

Consider a group operating in ten European countries. 

Each local entity files on time. Registers are maintained. Directors are properly appointed. 

However, headquarters cannot answer: 

• Which entities have overdue actions 

• Which directors sit across multiple boards 

• Whether ownership records are current 

• Which regulatory changes require attention 

• Which subsidiaries approved material decisions 

• Whether the central database matches local records 

Local compliance may therefore be strong while parent-board oversight remains weak. 

The missing ingredient is governance visibility. 

The provider should not simply help entities comply. 

It should help the organisation understand the governance position of the group. 

Board decisions need to flow into entity actions 

One of the most common weaknesses in multi-jurisdiction governance appears after a board decision. 

For example, the parent board may approve: 

• A new subsidiary 

• A share transfer 

• A restructuring 

• A director appointment 

• A financing arrangement 

• A group simplification 

That decision can trigger several downstream requirements. 

These may include: 

• Local board resolutions 

• Shareholder approvals 

• Registry filings 

• Statutory register updates 

• Beneficial ownership changes 

• Bank mandate changes 

• New compliance deadlines 

If the organisation treats the board meeting and the entity filing as separate processes, gaps can appear. 

A stronger model connects the decision directly with resulting actions. 

Read More: Board & Shareholder Meetings 

Beneficial ownership needs stronger central control 

European beneficial ownership requirements make accurate entity information increasingly important. 

The EU Anti-Money Laundering Regulation strengthens the European framework for identifying the natural persons who ultimately own or control legal entities. 

For Company Secretaries, this means ownership information should not sit only in local records. 

The group should be able to explain: 

• Who legally owns each entity 

• Who ultimately controls it 

• Which records support that conclusion 

• Which changes are pending 

• Whether local and central records agree 

This becomes especially important during: 

• Acquisitions 

• Financing 

• Due diligence 

• Regulatory reviews 

• Group restructurings 

The board does not need every technical ownership detail. 

However, it does need confidence that the organisation knows who owns and controls its entities. 

UK identity verification adds another cross-border challenge 

Groups with UK companies or relevant overseas-company registrations now face additional identity verification requirements. 

Current Companies House guidance explains the identity verification requirements affecting directors and people with significant control. 

For international groups, one director may hold appointments across several companies. 

That creates a practical need for central tracking of: 

• Verification status 

• Personal codes 

• Relevant appointments 

• Filing deadlines 

• Outstanding actions 

This is exactly the type of obligation that becomes harder to manage through email and spreadsheets as the number of entities grows. 

Technology matters, but software alone does not solve the governance problem 

The case for dedicated governance technology is increasingly strong. 

Entity platforms can: 

• Store corporate information 

• Send reminders 

• Track filings 

• Generate dashboards 

• Record board actions 

• Support compliance calendars 

However, technology cannot independently: 

• Interpret unusual regulatory requirements 

• Resolve conflicts between jurisdictions 

• Advise directors 

• Determine whether a governance issue is material 

• Decide when escalation is required 

The strongest operating model therefore combines technology with professional judgement. 

A platform should reduce administration so that experienced Company Secretaries have more time to focus on governance. 

Explore: CoSec Hub 

Why CoSec Hub was built differently 

Many governance platforms are designed primarily as software. 

CoSec Hub was built around a different proposition: modern governance teams need both technology and experienced Company Secretary support. 

The technology layer supports 

• Entity Management 

• Compliance Calendars 

• Governance Forward Planning 

• Board Management 

• Contract Management 

• Statutory Registers 

• Board Action Tracking 

• Meeting Lifecycle Management 

The Governance Knowledge Centre provides 

• Chartered Company Secretary Expertise 

• Governance Operations Support 

• Compliance Monitoring 

• Board Administration 

• Governance Intelligence 

• Multi-Jurisdiction Governance Support 

• Governance Advisory 

Together, these capabilities create a Technology-Enabled Company Secretary Retainer Service. 

The distinction matters. 

A system can identify that a filing is overdue. 

An experienced Company Secretary can determine why it matters, who should act and whether the issue should reach senior management or the board. 

That combination creates governance infrastructure rather than simply another software platform. 

Seven signs your multi-jurisdiction governance model is becoming fragile 

1. Headquarters and local records disagree 

This usually points to weak information flows. 

2. Compliance depends on personal reminders 

Key obligations should not sit primarily in one person’s diary. 

3. Every new country creates a new governance process 

Local variation is normal. Complete operational reinvention is not. 

4. Board decisions are not connected to resulting filings 

This creates gaps between authority and execution. 

5. Local advisers are strong, but group visibility is weak 

Good local compliance does not automatically create good group governance. 

6. Entity data becomes reliable only before a transaction or audit 

Reliable records should be the normal operating condition. 

7. One experienced person knows how everything fits together 

That expertise is valuable, but the organisation should not depend on it completely. 

These warning signs usually point towards an operating-model problem rather than a simple resourcing issue. 

Eight questions to include in your next provider review 

Boards, General Counsel and Company Secretaries should ask prospective providers: 

1. How do you maintain one reliable view across several European jurisdictions? 

2. Which countries are supported directly and which through partners? 

3. How do you monitor regulatory change? 

4. How are local board decisions reflected in group records? 

5. How do you manage beneficial ownership information? 

6. What technology supports the service? 

7. What professional Company Secretary expertise sits behind the technology? 

8. How do you report exceptions and emerging governance risks? 

These questions help distinguish basic administration from genuine governance capability. 

The Lumorus View 

Multi-jurisdiction governance fails when organisations treat each entity as a separate compliance problem instead of managing the group as one governance system. 

Local compliance matters. 

However, the parent board also needs visibility. 

It should understand where entities sit, who directs them, who owns them, which obligations are approaching and where exceptions require attention. 

At the same time, local boards and advisers need enough autonomy to fulfil their legal responsibilities. 

Therefore, the strongest model combines: 

• Central oversight 

• Local expertise 

• Reliable entity information 

• Clear escalation 

• Professional Company Secretary judgement 

• Technology-enabled visibility 

This is what makes cross-border governance scalable. 

The Bottom Line 

Europe is one of the world’s most connected business regions, but it remains a complex environment for legal entity governance. 

Different company laws, filing requirements, ownership rules and local governance expectations mean that organisations cannot rely on one standard process everywhere. 

The best Company Secretary services therefore do more than keep individual entities compliant. 

They connect local requirements with central governance. 

For some groups, the priority will be broad geographic reach. Others may need a large multidisciplinary network or sophisticated entity technology. 

However, growing organisations increasingly need something more integrated. 

They need a partner that can support day-to-day Company Secretary delivery while also strengthening governance capability, board oversight and organisational resilience. 

That is the real distinction. 

Multi-jurisdiction governance should allow the organisation to grow across Europe without forcing the board to lose sight of how its entities are governed. 

Continue Exploring 

• For stronger governance and board support: Corporate Governance Support 

• For statutory and regulatory compliance: Statutory & Regulatory Compliance 

• For board and shareholder governance: Board & Shareholder Meetings 

• For company formation and restructuring: Company Formation & Structuring 

• For additional professional governance capacity: Company Secretary Outsourcing 

• For stronger annual reporting: Annual Report Services 

• For accurate and defensible board records: Minute Taking Solutions 

• For connected governance technology and professional expertise: CoSec Hub 

About CoSec Hub 

CoSec Hub is the Company Secretary Command Centre. 

Built by Company Secretaries for Company Secretaries, CoSec Hub combines governance technology with Chartered Company Secretary expertise to support entity management, compliance oversight, board administration and governance operations. 

Through CoSec Hub and the Governance Knowledge Centre, organisations can access a Technology-Enabled Company Secretary Retainer Service that connects: 

• Governance technology 

• Entity management 

• Compliance calendars 

• Board administration 

• Company Secretary expertise 

• Governance intelligence 

• Multi-jurisdiction support 

• Governance advisory 

For European groups, the aim is straightforward: create one connected governance environment while retaining the local knowledge needed in each jurisdiction. 

Lumorus: Better Business, Built on Purpose 

Lumorus is a UK headquartered global governance, ESG, Company Secretary and advisory firm supporting organisations across Europe, Africa, Asia, the Caribbean, Canada, the Middle East and international markets. 

For more than 10 years, we have helped boards and leadership teams strengthen governance, accountability and organisational resilience. 

For multi-jurisdiction organisations, good governance requires more than maintaining legal entities. 

It requires reliable group information, experienced Company Secretaries, strong board processes and governance infrastructure capable of scaling as the organisation grows. 

Can your board see the governance position of every material European entity clearly, or does the answer still depend on separate advisers, spreadsheets and individual memory? 

Explore Lumorus and CoSec Hub to see how connected Company Secretary support can help your organisation move from fragmented entity administration to visible, scalable and board-ready governance. 

Email: cosec@lumorus.com 

CoSec Hub + Governance Knowledge Centre: Where Automation Meets Governance Authority. 

Sources 

• Diligent: Global State of Legal Entity Compliance 2026 – Research on the changing workload, technology and compliance pressures facing governance and entity management teams. 

• TMF Group: Compliance and Governance – Information on international entity management, local compliance and governance support. 

• Vistra: Entity Management – Information on international entity management, Company Secretary support and technology-enabled compliance. 

• PwC: Entity Governance and Compliance – Information on PwC’s international entity governance and compliance services. 

• PwC: Global Governance Transformation – Published case study concerning multinational subsidiary governance transformation. 

• European Union: Regulation (EU) 2024/1624 – European anti-money laundering framework covering beneficial ownership and transparency requirements. 

• Companies House: Identity Verification Guidance – Current UK guidance on identity verification requirements affecting company directors and people with significant control. 

The post Can Your Board See How Every European Entity Is Governed? appeared first on .

The role of the Company Secretary is becoming broader, more visible and more demanding. 

According to Diligent’s 2026 Global State of Legal Entity Compliance Benchmark, 74% of Company Secretaries, General Counsel and legal operations leaders surveyed said their scope had expanded during the previous two years. At the same time, 63% said workload had grown faster than their teams, that gap matters. 

Modern Company Secretary sits at the intersection of board governance, legal entity management, regulatory compliance, risk, corporate records and organisational accountability.  As these responsibilities grow, governance teams cannot rely indefinitely on spreadsheets, email reminders and the knowledge of a few experienced people. 

The challenge is no longer simply whether the work gets done, it is whether the organisation has an operating model capable of delivering that work consistently, visibly and at scale, this is where governance operations becomes important. 

Governance operations brings structure to the way governance work is planned, assigned, completed, monitored and evidenced. It connects professional Company Secretary judgement with clear processes, reliable information and technology that supports the work. 

Boards and governance leaders, this raises a simple question: Is your governance team operating a governance system, or is it still holding the system together manually? 

Read More: Corporate Governance Support 

Executive Takeaway 

Leading governance operations services should help Company Secretaries gain greater control without creating unnecessary bureaucracy. 

In practice, that means bringing together: 

• Entity management 

• Compliance calendars 

• Governance forward planning 

• Board and committee support 

• Statutory registers 

• Board action tracking 

• Meeting lifecycle management 

• Governance reporting 

• Regulatory monitoring 

• Multi-jurisdiction coordination 

• Corporate actions 

• Governance records and evidence 

• Professional Company Secretary advice 

However, technology alone is not enough. 

Strong governance operations also require clear ownership, professional judgement, reliable information and defined routes for escalation, the objective should be straightforward: 

Routine governance work becomes more consistent, while Company Secretaries gain more time for judgement, challenge and board advice. 

Governance operations is becoming a discipline in its own right 

Governance operations is a relatively new label for a long-standing problem. 

One emerging definition comes from Kuberno, which describes governance operations, or GovOps, as the use of structured workflows, shared infrastructure and repeatable processes to improve consistency and transparency across governance work. The terminology may continue to evolve. The underlying challenge is already clear. 

Other corporate functions have developed more structured operating models. Legal operations has changed how legal work is organised and delivered. Finance and HR also use shared systems, workflow design and data to improve execution, governance teams face a similar transition. 

Traditionally, many governance functions have worked well because experienced people understood the organisation in detail. They knew which approvals were due, where records were stored, which advisers needed to be contacted and how individual boards preferred to operate. 

That approach can work when organisational complexity is limited, however, it becomes harder to sustain as the number of entities, jurisdictions, directors, meetings and regulatory obligations grows, governance operations therefore asks a different question: 

How do we make good governance repeatable without making it mechanical? That is the real operating model challenge. 

Why the Company Secretary role is driving this change 

The Company Secretary has never been simply a meeting administrator. 

Chartered Governance Institute UK & Ireland describes a role that sits close to board information flows, director development, board procedures, shareholder relations, reporting and internal control. 

Responsibilities can include scheduling meetings, preparing agendas, supporting board papers, recording decisions and monitoring actions. 

Similarly, the International Finance Corporation describes the Company Secretary as a governance professional whose responsibilities extend across board advice, statutory compliance, records, meetings and implementation of board decisions. 

As a result, governance teams increasingly work across several connected areas: 

• Board governance: supporting the Chair, directors and committees 

• Entity governance: maintaining reliable information about legal entities 

• Compliance: ensuring statutory obligations are completed 

• Decision evidence: recording and preserving important corporate decisions 

• Governance reporting: giving boards visibility over obligations and exceptions 

• Regulatory intelligence: identifying relevant changes before they become urgent 

• Shareholder governance: supporting meetings, approvals and ownership matters 

The problem is not a lack of Company Secretary expertise, instead, the volume and range of work can outgrow the operating model around that expertise. 

Explore More: Board & Shareholder Meetings 

What leading governance operations services should provide 

A strong governance operations service should connect the main elements of governance work. 

It should not treat each obligation as a separate administrative task. 

Governance Operations Capability Map 

The real value lies in the connection between these activities, consider a director appointment. It should not be treated as one isolated filing, the appointment may affect the board record, statutory register, beneficial ownership analysis, Companies House or another local registry, committee composition and director induction. 

Good governance operations connects those obligations so that one corporate event triggers the right actions across the organisation. 

1. Entity management should create one reliable governance record 

Entity information often becomes fragmented gradually. 

Finance maintains one list. Tax may hold another. Local advisers keep separate records. Meanwhile, the governance team may depend on a central spreadsheet that is updated when information reaches headquarters. 

Over time, those records can diverge. 

A February 2026 analysis by Wolters Kluwer argues that accurate and accessible corporate records are fundamental to governance, compliance and strategic decision making. It also highlights the case for centralised entity management as organisations become more complex. 

A governance operations model should therefore maintain clear information across areas such as: 

• Entity name and registration 

• Jurisdiction 

• Directors 

• Shareholders 

• Beneficial ownership 

• Share capital 

• Registered office 

• Statutory registers 

• Filing status 

• Corporate actions 

• Constitutional documents 

However, centralising information is only part of the answer, a database has little governance value if nobody can rely on its contents. 

Good governance operations therefore combines technology with clear data ownership, review and accountability. 

Read More: Company Formation & Structuring 

2. Compliance calendars should manage accountability, not just dates 

Traditional compliance calendars focus on deadlines, modern governance operations should go further. 

For every material obligation, the organisation should know: 

• What is required 

• Which entity is affected 

• Who owns the action 

• When it is due 

• Whether approval is required 

• What evidence proves completion 

• What happens if the deadline is missed 

This turns a calendar into a governance control, it also improves reporting. 

Rather than giving boards or governance leaders a long list of completed filings, the Company Secretary can focus attention on exceptions, including: 

• Overdue obligations 

• Upcoming high-risk deadlines 

• Missing information 

• Local adviser delays 

• Actions requiring board approval 

• Regulatory changes requiring implementation 

Consequently, leadership sees where attention is needed rather than being told that most activities are green, that is a far more useful form of governance reporting. 

Explore More: Statutory & Regulatory Compliance 

3. Board operations should cover the full meeting lifecycle 

Governance operations begins before a board meeting and continues after it. 

The IFC’s guidance places the Company Secretary at the centre of meeting administration, board advice, director induction and information flows. 

Effective board operations should therefore connect the full meeting lifecycle. 

Before the meeting 

• Forward calendar 

• Agenda planning 

• Paper requests 

• Director availability 

• Conflict identification 

• Approval requirements 

During the meeting 

• Attendance 

• Quorum 

• Decisions 

• Challenge 

• Conflicts 

• Actions 

After the meeting 

• Minutes 

• Resolutions 

• Action tracking 

• Regulatory filings 

• Statutory updates 

• Follow-up reporting 

This continuity matters because governance failures often occur in the space between a decision and its implementation. 

A board can make the right decision and still experience poor governance if nobody ensures that the decision is carried through. 

Read More: Board & Shareholder Meetings 

4. Board action tracking should make accountability visible 

Actions are one of the simplest tests of governance discipline. 

Boards regularly request information, approve follow-up work and assign responsibilities. Yet action tracking can become inconsistent when different committees, subsidiaries or meetings use different processes, leading governance operations should provide one clear approach. 

For each material action, the organisation should record: 

• The decision or request 

• The responsible owner 

• The target date 

• Current status 

• Dependencies 

• Evidence of completion 

• Escalation where overdue 

This gives the Company Secretary a reliable view without requiring repeated email chasing. 

More importantly, it ensures that board decisions do not disappear once the minutes have been approved.  Governance is not complete when the decision is recorded. It is complete when the decision is implemented, closed or consciously revised. 

5. Governance reporting should focus on exceptions 

Company Secretaries often have access to enormous amounts of information, boards do not need to see all of it, instead, good governance reporting should identify the issues requiring attention, judgement or action. 

A monthly or quarterly governance operations dashboard might therefore focus on: 

More information does not automatically create better oversight, in fact, excessive reporting can obscure the issues that matter. 

The Company Secretary adds value by helping leadership distinguish signal from noise. 

6. Multi-jurisdiction governance needs central visibility and local expertise 

International growth creates one of the strongest cases for governance operations. 

Local advisers remain essential because each jurisdiction has its own company law, regulatory expectations and filing requirements, however, local expertise without central coordination can produce fragmented governance. 

PwC’s global Entity Governance and Compliance practice combines local governance support with central reporting, compliance calendars and technology-enabled entity management, it also gives the example of supporting an organisation with more than 200 entities across more than 40 jurisdictions through a centrally coordinated model. 

Its bp governance transformation case study also describes an entity-by-entity assessment across more than 80 countries before the introduction of a coordinated governance model covering director support, board meetings, transactions and compliance, the lesson applies well beyond the largest multinational groups. 

International governance should combine: 

• Group standards 

• Local regulatory expertise 

• Central entity information 

• Consistent reporting 

• Defined escalation 

• Clear local accountability 

The purpose of central coordination is not to remove responsibility from local boards, it is to give the group enough visibility to govern across jurisdictions. 

7. Governance operations should reduce key-person dependency 

One of the most important benefits of a stronger operating model is continuity, many governance teams depend heavily on experienced individuals who understand how everything works. 

They know where records sit. They know which local advisers need chasing. They understand the history behind unusual corporate structures and know which directors need additional context, that knowledge is valuable, however, it becomes a governance risk when the organisation cannot function effectively without particular individuals. 

A stronger operating model should capture enough knowledge, process and evidence to remain resilient when people: 

• Take leave 

• Change roles 

• Leave the organisation 

• Experience unusually high workloads 

• Need to respond to a crisis 

This does not mean removing people from governance, on the contrary, it means ensuring that experienced professionals are supported by the organisation rather than becoming its only control. 

The emerging GovOps debate makes a similar point. Kuberno argues that personal expertise and goodwill alone become increasingly difficult to scale as governance functions grow. 

Technology should support governance, not define it 

Technology can improve governance operations significantly. 

It can strengthen: 

• Workflow 

• Data access 

• Compliance monitoring 

• Board action tracking 

• Record keeping 

• Reporting 

• Entity visibility 

Technology cannot decide whether a board should approve a matter, nor can software determine whether a conflict requires escalation, whether a governance process is proportionate or how directors should respond to an unusual governance problem, professional judgement remains essential. 

The sequence should therefore be: 

1. Define the governance operating model. 

2. Clarify responsibility and decision rights. 

3. Standardise core processes. 

4. Identify the information required. 

5. Introduce technology to support those processes. 

6. Monitor whether the operating model improves governance outcomes. 

Starting with software can simply digitise weak processes, the aim is not more automation, it is better control. 

Governance operations services: understanding the different market models 

There is no authoritative ranking of leading governance operations providers, nor would a simple ranking be particularly useful. 

The market includes different models, from governance software and specialist Company Secretary firms to large professional services networks and internal teams, the better question is which operating model fits the organisation’s needs. 

Lumorus and CoSec Hub: technology-enabled governance operations with Company Secretary expertise 

Lumorus combines Company Secretary services, governance advisory and technology-enabled governance operations. 

Its wider Company Secretary capabilities include: 

• Corporate Governance Support 

• Statutory & Regulatory Compliance 

• Board & Shareholder Meetings 

• Company Formation & Structuring 

• Company Secretary Outsourcing 

• Annual Report Services 

• Minute Taking Solutions 

Through CoSec Hub and the Governance Knowledge Centre, the model combines technology with professional governance support, this is particularly relevant for organisations that need both operational capacity and access to Company Secretary expertise. 

Best suited to: organisations seeking connected governance operations rather than software or outsourcing alone. 

PwC: enterprise-scale governance and entity compliance operations 

PwC combines governance, compliance, transactions and technology-enabled entity management across its international network, its model includes statutory records, filings, governance assessments, board support, central compliance calendars and dashboard reporting. 

Because the service sits within a large multidisciplinary network, clients may also be able to connect governance operations with legal, tax and transaction support where appropriate. 

Best suited to: large multinational organisations requiring extensive international coordination. 

Wolters Kluwer: technology-led entity and governance information management 

Wolters Kluwer places strong emphasis on the information infrastructure supporting legal entity governance. 

Its 2026 analysis highlights centralised entity records, secure access and reliable corporate information as important foundations for governance and compliance. This model may be particularly useful where an organisation’s main weakness is fragmented entity information rather than a shortage of governance professionals. 

Best suited to: legal and governance teams prioritising entity data infrastructure and technology. 

Specialist governance providers: deeper local or board support 

The market also includes specialist providers that combine Company Secretary delivery with governance advice.  For example, Bowmans provides governance, compliance audits, meeting management and Company Secretary services in East Africa. 

Meanwhile, PwC Kenya combines meeting management, action tracking, conflicts registers and governance reviews. 

Specialist providers can be particularly useful where organisations need strong local knowledge or direct access to senior governance professionals. 

What the different models offer 

The right model depends on the organisation’s size, complexity, jurisdictions and internal capability, for many organisations, the answer will be a hybrid. 

Why CoSec Hub was built differently 

Many governance platforms position themselves primarily as software. 

CoSec Hub was built around a different idea, modern governance teams need technology, but they also need access to professional Company Secretary judgement. 

The technology layer supports 

• Entity Management 

• Compliance Calendars 

• Governance Forward Planning 

• Board Management 

• Contract Management 

• Statutory Registers 

• Board Action Tracking 

• Meeting Lifecycle Management 

The Governance Knowledge Centre provides 

• Company Secretary Expertise 

• Governance Operations Support 

• Compliance Monitoring 

• Board Administration 

• Governance Intelligence 

• Multi-Jurisdiction Governance Support 

• Governance Advisory 

Together, they form a Technology-Enabled Company Secretary Retainer Service, the distinction is important. 

Software can identify an overdue board action. Professional judgement may determine whether it requires escalation.  Technology can show a compliance deadline. A Company Secretary understands the corporate context behind it. 

A system can maintain an entity record. Governance expertise becomes essential when ownership, restructuring or director responsibilities become complex, together, these capabilities turn technology into governance infrastructure rather than simply another platform. 

The Lumorus View 

Governance operations should remove administrative friction without removing professional judgement. 

The Company Secretary profession does not need to become more mechanical, it needs stronger infrastructure around work that should already be repeatable. 

Routine obligations should be visible, consistent and easier to execute. At the same time, experienced Company Secretaries should be able to spend more time on matters where judgement creates genuine value, that includes board effectiveness, regulatory interpretation, conflicts, governance design and decision support. 

This is the balance that high-performing governance operations should achieve. 

Seven signs your governance operating model needs attention 

Boards, General Counsel and Company Secretaries should examine the operating model closely if: 

1. Governance deadlines depend heavily on personal calendars or spreadsheets. 

2. It takes too long to confirm basic entity information. 

3. Board actions are tracked differently across committees or subsidiaries. 

4. Leadership receives little governance reporting unless something goes wrong. 

5. Local advisers work effectively, but central visibility remains weak. 

6. The team becomes significantly busier before audits, transactions or major board cycles. 

7. Governance continuity would be difficult if one experienced person became unavailable. 

None of these signs necessarily points to weak governance professionals, more often, they indicate that capable people are working within an operating model that has not kept pace with organisational complexity. 

Eight questions to ask a governance operations provider 

Before choosing an external partner, test how the service will work in practice. 

1. What governance activities will you manage from start to finish? 

2. How will responsibilities between our team and yours be defined? 

3. What technology supports delivery? 

4. How do you maintain data quality? 

5. How will exceptions and overdue obligations be escalated? 

6. Can you support multiple jurisdictions consistently? 

7. What Company Secretary expertise sits behind the operational team? 

8. How will you demonstrate that the service has improved governance? 

The final question is especially important. A governance operations engagement should produce measurable improvement, that could mean fewer overdue actions, more reliable entity information, stronger reporting, faster access to evidence or less dependence on manual work. 

The Bottom Line 

The Company Secretary role is expanding, yet many governance operating models remain designed for a simpler organisation.  Diligent’s 2026 benchmark captures that tension clearly. According to the research, 74% of respondents reported an expanded remit, while 63% said workload had grown faster than team capacity. 

The answer is not simply more people, nor is it simply more software. Organisations need governance operations that connect people, processes, information and technology; that means reliable entity records, visible compliance obligations, structured board processes, clear action ownership and governance reporting that directs leadership attention to the issues that matter. 

Most importantly, better governance operations should allow experienced Company Secretaries to spend less time holding fragmented processes together and more time doing what boards increasingly need from them: advising, challenging, anticipating and strengthening governance. 

The future of the Company Secretary function is not less human judgement. It is better infrastructure around it. 

Continue Exploring Our Services

• For stronger board governance: Corporate Governance Support 

• For compliance operations and deadline management: Statutory & Regulatory Compliance 

• For board and shareholder governance: Board & Shareholder Meetings 

• For entity creation and restructuring: Company Formation & Structuring 

• For additional external governance capacity: Company Secretary Outsourcing 

• For annual governance reporting: Annual Report Services 

• For stronger board records: Minute Taking Solutions 

• For connected governance operations: CoSec Hub 

Is your Company Secretary function built to scale? 

Governance responsibilities are expanding. Yet many Company Secretary functions are still supported by operating models built around spreadsheets, manual follow-up, separate systems and individual knowledge, as complexity grows, those weaknesses become harder to absorb. 

That is why CoSec Hub is offering qualified Chartered Company Secretaries a practical way to experience the platform while also examining the operating model behind their current function. 

Get a 14-Day FREE Trial + Complimentary Company Secretary Functional Audit 

Experience CoSec Hub for 14 days and see how the Company Secretary Command Centre and Governance Knowledge Centre can support your governance operations. 

In addition, qualified Chartered Company Secretaries can receive a complimentary Company Secretary Functional Audit. 

The audit provides a structured review of the Company Secretary function, including: 

• Operating model 

• Roles and responsibilities 

• Capacity 

• Governance processes 

• Technology and systems 

• Compliance oversight 

• Information flows 

• Key dependencies 

• Escalation arrangements 

• Continuity and resilience 

The purpose is not simply to identify more work, instead, the review considers where the function is working effectively, where unnecessary pressure or dependency exists and where stronger infrastructure could improve control, visibility and board support. 

For Company Secretaries managing growing workloads, multiple entities or increasingly complex board and compliance requirements, the review can help answer a more important question: 

Is the function itself equipped for the governance responsibilities now being placed upon it?  Exclusive offer for qualified Chartered Company Secretaries. 

Explore CoSec Hub and experience how connected governance operations can support a stronger Company Secretary function. 

About CoSec Hub 

CoSec Hub is the Company Secretary Command Centre, built by Company Secretaries for Company Secretaries, CoSec Hub combines governance technology with professional governance expertise to support compliance oversight, entity management, board administration and day-to-day governance operations. 

Delivered alongside the Governance Knowledge Centre, the model provides Technology-Enabled Company Secretary Retainer Services for modern Company Secretary, legal, governance and compliance teams; the objective is not simply automation, it is to make governance operations more visible, repeatable and resilient while keeping experienced professionals at the centre of judgement and accountability. 

Lumorus: Better Business, Built on Purpose 

Lumorus is a global governance, ESG, Company Secretary and advisory firm headquartered in the UK and supporting organisations across Europe, Africa, Asia, the Caribbean, Canada, the Middle East and international markets. 

For more than 10 years, we have helped boards, leadership teams and organisations strengthen governance, accountability and organisational resilience.  As governance responsibilities grow, organisations need more than isolated software or additional administrative support. 

They need an operating model that connects governance expertise, compliance, board activity, entity records and organisational accountability. 

Is your governance team spending its time governing, or holding fragmented governance processes together? 

Contact Lumorus to explore how our Company Secretary services and CoSec Hub can help your organisation move towards connected, technology-enabled governance operations. 

Current CoSec Hub offer: Qualified Chartered Company Secretaries can receive a 14-day free trial plus a complimentary Company Secretary Functional Audit. 

Email: cosec@lumorus.com 

CoSec Hub + Governance Knowledge Centre: Where Automation Meets Governance Authority. 

Sources 

• Chartered Governance Institute UK & Ireland – Guidance on the Company Secretary’s board, information, reporting and governance responsibilities. 

• International Finance Corporation – The Corporate Secretary: The Governance Professional. 

• IFC – Guidance on the Company Secretary’s role as adviser, governance leader and link between board and management. 

• Kuberno – 2026 discussion of governance operations and the emerging GovOps operating model. 

• Wolters Kluwer – 2026 analysis of entity management, governance information and compliance. 

• PwC – Global Entity Governance and Compliance services, including governance, compliance calendars and entity management. 

• PwC – Global subsidiary governance transformation case study. 

• PwC Kenya – Entity governance, meeting management, action tracking and governance review services. 

• Bowmans – Company Secretary, governance advisory and compliance operations support in East Africa. 

The post Is Your Company Secretary Team Governing, or Holding the Governance System Together? appeared first on .

Regulatory risk is becoming harder for Company Secretaries to manage because the challenge is no longer limited to statutory filings. 

According to Diligent’s 2026 Global State of Legal Entity Compliance research, 51% of governance professionals surveyed experienced at least one near-miss compliance event. 

At the same time, 47% identified technology gaps and legacy systems as a major challenge. Diligent also found that 74% of Company Secretaries, General Counsel and legal operations leaders had seen their remit expand during the previous two years. 

Together, those figures reveal an important shift in the profession. 

Company Secretaries remain responsible for ensuring that corporate obligations are handled correctly. However, they are also becoming more involved in internal controls, ownership transparency, cyber governance, sustainability reporting, regulatory change, entity management and emerging technology. 

As a result, regulatory risk is becoming less about remembering deadlines and more about understanding how different risks and responsibilities connect. 

A missed confirmation statement matters. Yet so does an inaccurate beneficial ownership record, a weak internal control process, an unsupported sustainability disclosure or a cyber governance framework that cannot demonstrate board oversight. 

The modern Company Secretary therefore needs to understand these risks, even where another function owns the technical detail. 

The Company Secretary does not need to own every regulatory risk. Increasingly, however, they need to understand whether the governance around that risk is working. 

Read More: Statutory & Regulatory Compliance 

Executive Takeaway 

In 2026, Company Secretaries should have clear visibility over at least eight major regulatory risk areas: 

• Companies House reform and identity verification 

• People with Significant Control and beneficial ownership 

• Internal controls and the UK Corporate Governance Code 

• Cyber security and board accountability 

• Operational resilience for regulated firms 

• Sustainability and climate reporting 

• Cross-border entity compliance 

• Data, technology and AI governance 

A ninth issue cuts across all of them: the quality of the governance infrastructure supporting compliance. 

Although these risks are different, the governance response is often similar. 

Company Secretaries need: 

• Clear regulatory ownership 

• Reliable entity and director information 

• Forward compliance planning 

• Board-level reporting 

• Documented decision processes 

• Evidence of review and challenge 

• Effective escalation 

• Systems that reduce dependence on individual memory 

The strongest Company Secretary functions will not try to become technical specialists in every field. 

Instead, they will ensure that responsibility is clear, the board receives the right information and evidence exists when scrutiny arrives. 

1. Companies House reform is changing the basic rules of corporate compliance 

For UK companies, one of the most immediate regulatory changes comes from the Economic Crime and Corporate Transparency Act 2023. 

Identity verification for directors and People with Significant Control entered its compulsory phase on 18 November 2025. 

Companies House requires existing directors to provide their personal code through the relevant confirmation statement process. New directors must provide the required information when they are appointed or when a company is incorporated. 

Where one director holds appointments across several companies, the same verified identity can support those appointments. However, the personal code still needs to be connected with each relevant appointment. 

By July 2026, Companies House was publishing quarterly information on compliance with the verification requirements. 

This shows that the reform has moved firmly from policy design into implementation and monitoring. 

What Company Secretaries need to monitor 

A group may need visibility over: 

• Which directors have verified their identity 

• Which PSCs have completed verification 

• Which personal codes have been submitted 

• Which entities still require action 

• Whether overseas company directors are compliant 

• Whether external filing agents are properly authorised 

The administrative burden can grow quickly where individuals hold several appointments across a corporate group. 

Therefore, identity verification should not sit in an isolated tracker. 

It should form part of the wider director and entity governance record. 

Explore More: Company Formation & Structuring 

2. PSC and beneficial ownership risk is becoming more serious 

Ownership transparency is another area requiring greater attention. 

The Department for Business and Trade’s 2026 statutory guidance on People with Significant Control reinforces the requirement for companies to identify and report people who exercise significant influence or control. 

Failure to comply can have serious consequences. 

However, identifying control is not always straightforward. 

A person may qualify as a PSC through: 

• More than 25% of shares 

• More than 25% of voting rights 

• The right to appoint or remove a majority of directors 

• Significant influence or control 

• Influence or control through a trust or firm 

The updated statutory guidance also makes clear that control can arise through constitutions, shareholder agreements and other arrangements. 

In other words, control does not always follow obvious share ownership. 

For complex structures, the Company Secretary therefore needs to recognise when routine register maintenance has become a matter requiring legal interpretation. 

Key ownership risks to monitor 

• Shareholder changes not reflected in central records 

• Voting rights that differ from economic ownership 

• Shareholder agreements that create additional control rights 

• Trust structures 

• Holding companies in other jurisdictions 

• Outdated PSC information 

• Differences between local and group records 

• Beneficial ownership changes following transactions 

The risk is not simply that the register is wrong. 

It is that the organisation cannot explain why it believes the register is right. 

3. Provision 29 turns internal controls into a board evidence issue 

The revised UK Corporate Governance Code 2024 creates an important new governance requirement for companies within scope. 

Provision 29 applies to accounting periods beginning on or after 1 January 2026. 

It requires boards to monitor and review the effectiveness of the company’s risk management and internal control framework. That review covers material financial, operational, reporting and compliance controls. 

The annual report must also include a board declaration on the effectiveness of material controls at the balance sheet date. 

The Financial Reporting Council has said that many companies expect to identify around 30 to 50 material controls. Some financial services businesses may identify more. 

This creates a significant governance coordination task. 

The Company Secretary may not test controls personally. Nevertheless, they should understand: 

• Who determines which controls are material 

• Which board or committee reviews them 

• What evidence supports management’s conclusions 

• How control weaknesses reach the board 

• What remediation is underway 

• How the board reaches its final declaration 

• Whether minutes record meaningful review and challenge 

Without a strong process, directors could be asked to make a declaration that the organisation cannot properly support. 

For that reason, Provision 29 should not be treated simply as an annual report drafting exercise. 

It is a year-round governance process. 

Read More: Corporate Governance Support 

4. Cyber risk is now a board governance issue 

Cyber security was once treated mainly as a technology issue. 

That position is becoming increasingly difficult to defend. 

The UK Government’s Cyber Governance Code of Practice sets out actions that boards and directors should take ownership of across cyber risk management, strategy, people, incident planning and assurance. 

It expects boards to establish clear ownership, integrate cyber into wider risk management and receive appropriate information about the organisation’s cyber position. 

Recent National Cyber Security Centre data also points to continuing weaknesses. 

Only 24% of large organisations assess wider supply-chain cyber risks. Meanwhile, 57% of medium organisations have a formal cyber strategy. 

What should the Company Secretary be asking? 

The governance questions include: 

• Is cyber formally allocated within the board structure? 

• Does the board receive regular reporting? 

• Is the information understandable to non-technical directors? 

• Are cyber incidents subject to clear escalation procedures? 

• Does the board test crisis governance? 

• Are third-party risks considered? 

• Is cyber included within internal assurance? 

• Do board minutes show meaningful challenge? 

The Company Secretary does not need to become a cyber specialist. 

However, they should be able to assess whether the board is governing cyber risk effectively. 

That distinction matters. 

5. Operational resilience requires evidence that governance works during disruption 

For financial services firms, operational resilience remains another major regulatory concern. 

The Financial Conduct Authority requires firms within scope to identify important business services, set impact tolerances and develop the ability to remain within those tolerances during disruption. 

The transition period ended on 31 March 2025, by which point firms were expected to have completed relevant mapping and testing. 

In March 2026, the FCA published further observations on operational resilience after reviewing firms’ annual self-assessments. 

The regulator identified both good practice and areas where further improvement is needed. 

For the Company Secretary, the question is not simply whether management has completed an assessment. 

The board should understand: 

• Which business services are important 

• Where material weaknesses remain 

• Whether impact tolerances have been tested 

• What major third-party dependencies exist 

• How incidents are escalated 

• What lessons follow disruption 

• Whether agreed remediation has been completed 

Moreover, the board record should show that directors considered these matters. 

Operational resilience therefore brings together board governance, risk, technology and crisis management. 

6. Sustainability reporting is moving closer to mainstream corporate reporting 

Sustainability disclosure is another area Company Secretaries should watch closely. 

The UK Government published final UK Sustainability Reporting Standards S1 and S2 on 25 February 2026. 

UK SRS S1 covers general sustainability-related financial information. UK SRS S2 focuses on climate-related risks and opportunities. 

These standards matter because sustainability reporting increasingly intersects with board governance, risk and corporate reporting. 

A Company Secretary should therefore understand: 

• Which sustainability requirements apply 

• Which board committee oversees reporting 

• Who owns the underlying data 

• How materiality is determined 

• Which disclosures require board approval 

• Whether claims are supported by evidence 

• How sustainability information connects with financial reporting 

• What assurance expectations apply 

The Company Secretary may not calculate emissions or produce sustainability metrics. 

However, they often sit close to the governance process through which those disclosures reach the board. 

That gives the role an important challenge function. 

If management presents an ambitious sustainability claim, the governance question should be: 

What evidence allows the board to stand behind it? 

Explore More: ESG Reporting and Disclosure 

7. Cross-border compliance creates a visibility problem 

International organisations face a different type of regulatory risk. 

Different jurisdictions may have different: 

• Company laws 

• Filing deadlines 

• Director requirements 

• Beneficial ownership rules 

• Board procedures 

• Regulators 

• Reporting requirements 

• Document standards 

Consequently, strong local compliance does not always produce strong group oversight. 

This problem often appears where several local advisers operate independently. Each adviser understands their own jurisdiction, yet no one has a complete view across the group. 

A strong Company Secretary function should therefore maintain central visibility. 

Cross-border governance does not require every decision to be centralised. 

Instead, it requires enough visibility to allow the group to be governed properly. 

Read More: Company Secretary Outsourcing 

8. AI creates governance risk before many organisations have defined ownership 

Artificial intelligence is increasingly being used in legal research, compliance processes, board preparation, document drafting and corporate administration. 

That creates opportunity. However, it also raises new governance questions. 

For Company Secretaries, practical risks include: 

• Confidential board information entered into inappropriate tools 

• Inaccurate AI-generated minutes or summaries 

• Weak audit trails 

• Unclear responsibility for AI-assisted decisions 

• Bias or unreliable outputs 

• Data protection concerns 

• Excessive dependence on automated processes 

• Poor control over approved tools 

The governance response should not be to ban useful technology. 

Instead, organisations need clear rules covering: 

• Which AI tools may be used 

• What information may be entered 

• Who reviews outputs 

• Which activities require human approval 

• How confidential information is protected 

• How errors are escalated 

• What evidence is retained 

Company Secretaries are well placed to connect AI use with board accountability because they already sit close to the organisation’s decision processes. 

However, the principle should remain clear. 

Automation can support judgement. It should not obscure responsibility for it. 

9. The hidden regulatory risk is outdated governance infrastructure 

The eight risks above have one important factor in common. 

They depend on the organisation’s ability to manage information, responsibilities, decisions, deadlines and evidence. 

Many compliance failures do not begin with a misunderstanding of the law. 

They begin with poor systems. 

Diligent’s 2026 global entity compliance research found that many governance teams are managing expanding obligations while manual processes remain widespread. 

This matters because a Company Secretary can understand the regulation perfectly and still struggle if the operating model relies heavily on: 

• Spreadsheets 

• Separate calendars 

• Shared drives 

• Email reminders 

• Local databases 

• Institutional memory 

• Manual action tracking 

The risk grows quietly. 

For example, a filing may be overlooked. Ownership data may become inconsistent. A board action may remain open because nobody sees the exception. 

In each case, the professional may understand the obligation. 

The infrastructure fails to support them. 

Governance infrastructure should therefore be treated as part of the organisation’s regulatory control environment. 

A practical regulatory risk dashboard for Company Secretaries 

A strong Company Secretary function does not need to place every regulatory development into the board pack. 

Doing so can create more noise than insight. 

Instead, regulatory reporting should distinguish between information the board needs and detail that management should handle. 

Board-Level Regulatory Dashboard 

This approach keeps the board focused on exceptions, decisions and areas requiring intervention. 

It also prevents regulatory reporting from becoming a long list of technical updates. 

The Lumorus View 

The Company Secretary’s regulatory role is shifting from tracking obligations to making regulatory accountability visible. 

That distinction matters. 

The profession should not become responsible for every piece of compliance inside an organisation. Doing so would be unrealistic and could weaken accountability by blurring ownership. 

Instead, Company Secretaries should help boards understand: 

• Who owns the risk 

• Whether the governance process is clear 

• Whether the right information reaches the board 

• Whether decisions are properly recorded 

• Whether agreed action is taking place 

• Whether evidence exists 

This is where the function creates strategic value. 

The Company Secretary does not need to know everything. 

They need to help ensure that the organisation knows who needs to know, who needs to act and how the board can see that it happened. 

Seven signs regulatory risk is outgrowing your operating model 

Company Secretaries should pay particular attention where: 

1. Compliance deadlines depend heavily on personal reminders. 

2. Different teams hold different versions of director or ownership information. 

3. Board regulatory updates are lengthy but rarely identify actions. 

4. Regulatory changes are discussed without assigning an accountable owner. 

5. Local entities escalate issues only when deadlines are close. 

6. Evidence has to be gathered retrospectively before audits or reviews. 

7. Governance continuity would be difficult if one experienced person became unavailable. 

These problems do not necessarily indicate poor performance by governance professionals. 

More often, they show that governance complexity has outgrown the infrastructure supporting the function. 

What Company Secretaries should do now 

The regulatory environment is too broad to manage reactively. 

A more resilient approach has five elements. 

1. Build one regulatory horizon 

Create a central view of material regulatory developments affecting governance, entities and the board. 

This does not mean tracking every regulatory announcement. Instead, focus on developments that require action, decisions or oversight. 

2. Assign ownership clearly 

Every material regulatory change should have an accountable executive or function. 

The Company Secretary can coordinate and monitor. However, accountability should remain with the person or function that owns the underlying risk. 

3. Connect regulation with the governance calendar 

Relevant board decisions, reporting deadlines and implementation milestones should appear in governance forward planning. 

This helps move regulatory change from information to action. 

4. Track evidence, not only completion 

A completed action should include evidence that the obligation was handled appropriately. 

Otherwise, a tick in a tracker may say more than the underlying governance process can support. 

5. Report exceptions 

Boards should receive matters requiring judgement, escalation or intervention. 

They do not need every compliance activity. 

Together, these steps reduce noise while strengthening control. 

Why CoSec Hub was built differently 

CoSec Hub was built around the principle that regulatory complexity requires both governance technology and experienced Company Secretary judgement. 

Technology can improve visibility. 

However, professional judgement remains essential when an issue requires interpretation, escalation or board attention. 

The technology layer supports 

• Entity Management 

• Compliance Calendars 

• Governance Forward Planning 

• Board Management 

• Contract Management 

• Statutory Registers 

• Board Action Tracking 

• Meeting Lifecycle Management 

The Governance Knowledge Centre provides 

• Company Secretary Expertise 

• Governance Operations Support 

• Compliance Monitoring 

• Board Administration 

• Governance Intelligence 

• Multi-Jurisdiction Governance Support 

• Governance Advisory 

Together, they provide a Technology-Enabled Company Secretary Retainer Service. 

This model matters because technology can tell the team that an obligation exists. 

Professional judgement determines what that obligation means, who should act and whether the board needs to know. 

Explore: CoSec Hub 

The Bottom Line 

The regulatory risks facing Company Secretaries in 2026 go far beyond traditional corporate compliance. 

Companies House reform, ownership transparency, internal controls, cyber governance, operational resilience, sustainability reporting, cross-border regulation and AI are placing new demands on boards and governance teams. 

No Company Secretary can be the technical expert in every one of those fields. 

Nor should they try to be. 

The more important role is to ensure that regulatory responsibility is clear, useful information reaches the board, important decisions are properly governed and evidence exists to show that obligations have been addressed. 

That requires a shift from reactive compliance administration towards proactive governance operations. 

The Company Secretary of the future will not create value by remembering everything. 

They will create value by building governance systems that ensure the organisation does not have to rely on memory in the first place. 

Continue Exploring Our Services

• For stronger governance and board accountability: Corporate Governance Support 

• For statutory and regulatory oversight: Statutory & Regulatory Compliance 

• For stronger board processes: Board & Shareholder Meetings 

• For entity formation and restructuring: Company Formation & Structuring 

• For scalable external governance capacity: Company Secretary Outsourcing 

• For stronger corporate reporting: Annual Report Services 

• For defensible board records: Minute Taking Solutions 

• For connected governance operations: CoSec Hub 

Strengthen your Company Secretary function before regulatory pressure exposes the gaps 

Regulatory pressure is expanding across identity verification, ownership transparency, internal controls, cyber governance, sustainability reporting, cross-border compliance and AI. 

As the remit grows, the operating model supporting the Company Secretary function matters just as much as the technical knowledge within it. 

That is why CoSec Hub is offering qualified Chartered Company Secretaries an opportunity to assess both the technology available to them and the infrastructure supporting their function. 

Get a 14-Day FREE Trial + Complimentary Company Secretary Functional Audit 

Experience CoSec Hub for 14 days and explore how the Company Secretary Command Centre and Governance Knowledge Centre can support your governance environment. 

Qualified Chartered Company Secretaries can also receive a complimentary Company Secretary Functional Audit. 

The audit provides a structured review of areas including: 

• Operating model 

• Responsibilities and decision rights 

• Capacity 

• Governance processes 

• Technology and systems 

• Compliance oversight 

• Information flows 

• Key dependencies 

• Escalation arrangements 

• Continuity and resilience 

The aim is not simply to identify more work. 

Instead, the review examines where the Company Secretary function is working well, where pressure or dependency may be building and where stronger infrastructure could improve control, visibility and board support. 

Exclusive offer for qualified Chartered Company Secretaries. 

Explore CoSec Hub and see how technology-enabled Company Secretary support can strengthen regulatory readiness. 

Lumorus: Better Business, Built on Purpose 

Lumorus is a global governance, ESG, Company Secretary and advisory firm headquartered in the UK and supporting organisations across Europe, Africa, Asia, the Caribbean, Canada, the Middle East and international markets. 

For more than 10 years, we have helped boards, leadership teams and organisations strengthen governance, accountability and organisational resilience. 

As regulatory expectations expand, Company Secretaries need governance infrastructure capable of keeping obligations, board activity, entity information and accountability connected. 

Can your governance team see the regulatory risks that matter before they become compliance failures? 

Contact Lumorus to explore how our Company Secretary services and CoSec Hub can strengthen governance operations, regulatory visibility and board-ready compliance. 

Current CoSec Hub offer: Qualified Chartered Company Secretaries can receive a 14-day free trial plus a complimentary Company Secretary Functional Audit. 

Email: cosec.enquiries@lumorus.com 

CoSec Hub + Governance Knowledge Centre: Where Automation Meets Governance Authority. 

Sources 

• Diligent – 2026 research on near-miss compliance events, technology gaps and expanding governance responsibilities. 

• Diligent – The Corporate Secretary’s Expanding Mandate Is Exposing an Outdated Operating Model. 

• Companies House – Director and PSC identity verification requirements. 

• Department for Business and Trade – 2026 statutory guidance on People with Significant Control. 

• Financial Reporting Council – UK Corporate Governance Code 2024 and Provision 29. 

• Financial Reporting Council – Provision 29 implementation guidance. 

• National Cyber Security Centre – Cyber Governance resources and board responsibilities for cyber security. 

• Financial Conduct Authority – Operational resilience requirements. 

• Financial Conduct Authority – 2026 operational resilience observations. 

• UK Government – UK Sustainability Reporting Standards S1 and S2, published February 2026. 

The post Is Regulatory Risk Outgrowing Your Company Secretary Operating Model? appeared first on .

When the function works well, regulatory deadlines are met. Board meetings run effectively. Directors receive the information they need. Statutory records remain accurate. Governance risks are identified before they become problems; nothing dramatic happens, that is precisely the challenge when the board asks what value the function creates. 

A sales team can point to revenue. Finance can report margins. Operations can demonstrate productivity. Company secretaries, however, often create value by preventing failures, improving decisions and keeping governance infrastructure functioning quietly behind the organisation. 

As a result, much of their contribution remains invisible until something goes wrong. 

The answer is not to exaggerate governance ROI or invent a financial value for every activity. Instead, company secretaries need to become better at showing how their work improves decision quality, compliance confidence, organisational resilience, board effectiveness and governance efficiency. 

According to Cygnetise, the modern company secretary increasingly operates at the intersection of governance, strategy and risk, helping boards improve effectiveness while navigating greater regulatory and organisational complexity. 

Similarly, Azali CPS argues that company secretaries add strategic value by connecting board decision making with regulatory requirements, governance discipline, risk oversight and effective information flows; the role already creates value, the challenge is making that value visible. 

Read More: Corporate Governance Support 

The board does not need a list of tasks. It needs evidence of outcomes 

One of the weakest ways to justify a company secretary function is to describe everything the team does. 

• Meetings organised 

• Minutes prepared 

• Filings completed 

• Registers maintained 

• Resolutions drafted 

Those activities are necessary. However, activity alone does not explain value. 

The board is more likely to understand the contribution when the discussion moves from what the company secretary does to what the organisation gains because the work is done well. 

From governance activity to board value 

This reframing matters; the company secretary should not simply be presented as the person who keeps the governance machinery moving, the stronger proposition is that the company secretary improves the organisation’s capacity to govern itself. 

Prove value through decision quality 

One of the company secretary’s most important contributions happens before the board votes; good governance support improves the quality of the decision environment. 

That means ensuring the board knows: 

• What decision is required 

• Why the matter is before the board 

• Whether the board has the authority to decide it 

• What information is material 

• Which conflicts require management 

• What risks require consideration 

• What actions will follow the decision 

This may sound procedural. The consequences are strategic. 

A badly structured board process can result in directors spending forty minutes discussing information that requires no decision and five minutes considering a transaction that deserves serious challenge; by contrast, well-designed governance processes help boards devote attention to the matters where director judgement creates the greatest value. 

Cygnetise notes that company secretaries increasingly support board effectiveness by improving processes, director onboarding and access to clear information. In turn, that allows boards to focus more effectively on their core responsibilities. 

Therefore, company secretaries should not simply report the number of meetings supported. They should demonstrate improvements in how meetings function. 

Useful indicators might include: 

• Percentage of board papers distributed within agreed timelines 

• Percentage of agenda items classified clearly as decision, discussion or information 

• Reduction in late or incomplete board papers 

• Director feedback on board information quality 

• Percentage of actions completed by agreed deadlines 

• Recurring issues reduced through improved governance processes 

These measures are not perfect. However, they tell a much stronger story than the number of meetings administered. 

Explore More: Board & Shareholder Meetings 

Show the board the risk that did not materialise 

Governance creates value partly by preventing avoidable problems. 

That makes measurement difficult because the strongest outcome may be the absence of an event. 

• No missed filing. 

• No invalid approval. 

• No outdated register discovered during due diligence. 

• No board decision weakened by incomplete documentation. 

• No governance scramble before an investor review. 

The company secretary should therefore build a clearer picture of risk prevention and compliance reliability. 

Rather than reporting only that filings were completed, show the board: 

• Total statutory obligations monitored 

• Percentage completed on time 

• Number of potential deadline risks identified early 

• Number of entity record discrepancies corrected 

• Number of governance issues escalated before becoming regulatory problems 

• Jurisdictions or entities requiring enhanced attention 

• Compliance trends over time 

This turns compliance from an invisible background activity into an observable governance control. Professional Statutory & Regulatory Compliance should therefore be understood as a risk management capability, not merely a filing service. 

The message to the board is simple: 

Effective company secretary support reduces uncertainty around the organisation’s legal and governance obligations. 

Demonstrate the value of better information 

Boards are increasingly overloaded with information. Yet information quantity is not the same as governance visibility.  A company secretary often sits at the centre of the organisation’s governance information flow, connecting directors, executives, committees, advisers, regulators and shareholders. 

That position creates value when information is: 

• Accurate 

• Timely 

• Relevant 

• Traceable 

• Consistent 

• Easy to retrieve 

Azali CPS highlights this information role, noting that company secretaries support effective governance through corporate record management, board information and streamlined processes that reduce delays and improve access to governance information. 

Company secretaries can make this contribution more visible by reporting improvements such as faster corporate record retrieval, fewer duplicate sources of entity information, better governance reporting and clearer board action tracking. 

The real value is not document management, It is decision readiness. When an acquisition, funding round, regulatory review or restructuring occurs, the organisation should not have to reconstruct its governance history from inboxes and shared drives. 

Read More: Annual Report Services 

Measure board action, not just board activity 

A board can hold twelve excellent meetings and still govern poorly if decisions disappear after the meeting ends. 

Therefore, one of the clearest ways for company secretaries to demonstrate value is to show how governance connects decisions to execution. 

A useful board action report 

The company secretary does not own every action; that distinction matters, however, the company secretary can create the governance discipline that keeps ownership visible, this is a stronger value proposition than minute taking alone. 

Professional Minute Taking Solutions should therefore connect accurate governance records with actions, accountability and follow-through; minutes record the decision, governance helps ensure something happens because of it. 

Prove that the function enables growth 

Company secretary support often becomes more valuable as an organisation becomes more complex. 

• A startup becomes a group 

• One entity becomes ten 

• The organisation enters new jurisdictions 

• Investors join 

• New directors are appointed 

• Committees are established 

• Transactions become more sophisticated 

At each stage, governance complexity increases; however, boards can easily interpret additional company secretary resource as overhead unless the relationship between growth and governance capability is clearly explained. The company secretary should therefore connect resource requirements to business change. 

A stronger argument would be: 

We are not requesting additional governance capacity because the team is busier. We require it because the organisation has added six entities, entered two jurisdictions, increased board activity and introduced additional regulatory obligations. 

That is a fundamentally different case, it links governance resources to enterprise complexity. 

Likewise, strong Company Formation & Structuring should not be viewed simply as incorporation support. Good structuring establishes decision rights, ownership clarity and governance arrangements that can support future growth. 

The value case becomes stronger when governance is presented as infrastructure for expansion rather than an administrative consequence of it. 

Stop trying to justify every governance activity financially 

There is a temptation to prove value by attaching a financial figure to everything, that can weaken the argument. 

Some governance benefits can be quantified reasonably well. Automation may reduce administrative hours. Outsourced support may cost less than building equivalent internal capability. Better workflows may reduce duplicated effort. 

Other benefits are inherently harder to monetise. 

• What is the precise financial value of an independent director receiving better information before a major decision? 
• What is the return on avoiding an invalid governance process that never became a dispute? 
• What is the value of better challenge? 

Trying to invent precise numbers for these outcomes can create false credibility, instead, company secretaries should combine hard operational metrics with governance evidence. 

A more credible value dashboard 

Efficiency 

• Hours saved through process automation 

• Reduction in manual administration 

• Faster document retrieval 

• Reduced duplication 

Compliance 

• On-time filing rate 

• Number of obligations monitored 

• Exceptions identified early 

• Record accuracy 

Board effectiveness 

• Timeliness of board papers 

• Action completion 

• Director feedback 

• Decision cycle time 

Resilience 

• Number of governance processes documented 

• Reduction in dependence on individual knowledge 

• Multi-jurisdiction visibility 

• Continuity arrangements 

Strategic contribution 

• Governance input into transactions 

• New entity and restructuring support 

• Regulatory horizon scanning 

• Director induction and board development 

This makes the business case more credible because it acknowledges that governance value is multidimensional. 

Use technology to create evidence of value 

One reason company secretary teams struggle to prove their contribution is that governance information is often scattered. 

• Compliance deadlines sit in spreadsheets. 
• Board actions appear in meeting notes. 
• Entity information sits in different systems. 

Governance activity is happening, yet there is no consolidated view of the work or the risk being managed, technology can change that. 

A connected governance environment can provide real-time information on: 

• Compliance status 

• Upcoming obligations 

• Board actions 

• Entity changes 

• Statutory records 

• Meeting activity 

• Governance workload 

• Outstanding risks 

According to Cygnetise, centralised governance information and digital tools can help company secretaries reduce fragmented information flows while giving boards clearer insight into risk and governance performance; however, technology should not simply automate administration, it should make governance observable. 

Once governance becomes observable, it becomes easier to demonstrate value. 

Why CoSec Hub was built differently 

Many governance platforms position themselves primarily as software.  CoSec Hub was built around a different philosophy. 

Modern company secretary teams need technology. However, they also need governance expertise and operational capacity, that is why CoSec Hub combines two connected layers. 

The Technology Layer 

Supporting: 

• Entity Management 

• Compliance Calendars 

• Governance Forward Planning 

• Board Management 

• Contract Management 

• Statutory Registers 

• Board Action Tracking 

• Meeting Lifecycle Management 

The Governance Knowledge Centre 

Providing: 

• Company Secretary Expertise 

• Governance Operations Support 

• Compliance Monitoring 

• Board Administration 

• Governance Intelligence 

• Multi-Jurisdiction Governance Support 

• Governance Advisory 

Together they form a Technology-Enabled Company Secretary Retainer Service; not software alone, not outsourcing alone. 

Governance infrastructure. 

For company secretaries seeking to demonstrate value, that integrated model matters. Technology creates visibility, while experienced governance support helps translate that visibility into action. 

The company secretary should report governance intelligence, not a task list 

The most effective company secretaries increasingly provide boards with governance intelligence. 

A quarterly governance report, for example, might include: 

• Compliance status across all entities 

• Material upcoming deadlines 

• Board and committee action completion 

• Director and entity changes 

• Shareholder matters 

• Governance risks requiring attention 

• Regulatory developments 

• Decisions expected in the next quarter 

• Areas where governance capacity is under pressure 

This changes the board’s perception of the function; instead of seeing a team that organises governance, directors see a function that interprets governance conditions and helps leadership act early; that shift is central to demonstrating value.  The objective is not to convince the board that the company secretary is busy.  The objective is to demonstrate that the organisation is better governed because the company secretary function exists. 

Read More: Corporate Governance Support 

A practical board conversation 

When asking for investment, additional resource or continued external support, company secretaries should avoid framing the discussion around workload alone. 

A stronger business case can follow five steps. 

1. Start with organisational change 

What has changed? 

• More entities? 

• New jurisdictions? 

• Greater regulatory exposure? 

• More board activity? 

2. Explain the governance consequence 

What new obligations, risks or information requirements does that change create? 

3. Show current performance 

What evidence demonstrates how effectively governance is currently being managed? 

4. Identify the capacity gap 

Where is the governance infrastructure becoming stretched? 

5. Connect investment to outcomes 

Will the investment improve compliance confidence, board effectiveness, operational resilience or governance visibility? 

This turns the conversation from: 

We need another person because there is too much work. 

into: 

The organisation has become more complex, and governance capability must scale with it if the board wants to maintain the same level of oversight and control. 

That is a board-level argument. 

The strongest company secretaries make themselves visible without making governance about themselves 

There is an important balance. 

Company secretaries should demonstrate value, but governance should never become a campaign for personal importance. 

The strongest professionals remain focused on the institution. 

They make: 

• Accountability clearer 

• Boards better informed 

• Decisions better structured 

• Compliance more reliable 

• Information easier to access 

• Risks more visible 

Their value becomes obvious because the organisation functions better. 

Azali CPS describes the company secretary as a strategic link between governance, regulation, management and board decision making. That positioning captures the opportunity well. 

The future of the profession will not be secured by defending traditional tasks. 

It will be secured by demonstrating how company secretary capability improves institutional performance. 

Explore Our Services

• Corporate Governance Support 

• Statutory & Regulatory Compliance 

• Board & Shareholder Meetings 

• Company Formation & Structuring 

• Company Secretary Outsourcing 

• Annual Report Services 

• Minute Taking Solutions 

About CoSec Hub 

CoSec Hub is the Company Secretary Command Centre. 

Built by Company Secretaries for Company Secretaries, CoSec Hub combines governance technology with governance expertise to support governance operations, compliance oversight, entity management, board administration and governance reporting. 

Delivered through CoSec Hub and the Governance Knowledge Centre (GKC), the service provides Technology-Enabled Company Secretary Retainer Services designed for modern company secretary, legal governance, entity management and compliance teams. 

For company secretaries under increasing pressure to demonstrate value, the model provides something increasingly important: the ability to turn governance activity into visible governance intelligence. 

Lumorus: Better Business, Built on Purpose 

Lumorus is a UK-headquartered global governance, company secretary, ESG and advisory firm supporting organisations across Europe, Africa, Asia, the Caribbean, Canada, the Middle East and international markets. 

For more than 10 years, we have helped boards, leadership teams and organisations strengthen governance, accountability and organisational resilience. 

Is your governance infrastructure strong enough for the complexity, scrutiny and accountability you now face? 

Contact Lumorus to request a Governance Infrastructure Assessment and explore how CoSec Hub can help your organisation move from fragmented administration to connected, compliant and board-ready governance. 

Email: cosec.enquiries@lumorus.com 

CoSec Hub + Governance Knowledge Centre (GKC): Where Automation Meets Governance Authority. 

Sources 

• Cygnetise – How Company Secretaries Can Add Value and Enhance Their Role 

• Azali CPS – How a Company Secretary Adds Value to Corporate Strategy 

• CoSec Hub – Technology-Enabled Company Secretary Retainer Services and governance infrastructure. 

The post Can Your Company Secretary Prove the Value They Create for the Board? appeared first on .