Written by Christien Kalteren – Corporate Secretary
An invisible force with a major impact
Imagine a board meeting where crucial decisions need to be made. The agenda is overloaded, essential documents are missing, and responsibilities are unclear. The result? Wasted time, miscommunication, and frustration. This scenario could have been easily prevented with the right support. This is where the company secretary comes in: the invisible yet indispensable force behind an effective and well-functioning board.
The traditional role of the company secretary
Traditionally, the company secretary is seen as the key figure in organizing meetings and decision-making processes. Often a legal expert, the company secretary supports corporate accountability and acts as a first-line legal advisor. This classical role is essential, but in many organizations, the function extends far beyond this. The company secretary often takes on additional responsibilities, actively contributing to effective and efficient governance.
The spider in the web: Connecting and structuring
Managing an organization is complex. The Supervisory Board oversees and advises, while shareholders expect transparency and clear reporting. Additionally, stakeholders such as employees, customers, suppliers, and regulators (such as the AFM or DNB) play a crucial role.
The company secretary ensures alignment between all these parties. By acting as a bridge between the executive board, supervisory board, and shareholders and by sharing relevant information clearly and in a timely manner—governance is no longer seen as a mere administrative obligation. Instead, it becomes a powerful tool to strengthen the organization.
Strategic thinking and advising
While many assume that a company secretary’s role is limited to preparing and recording meetings, the function often extends far beyond that. In many organizations, the company secretary actively contributes to strategic discussions, advises executives and supervisory board members, asks critical questions, and helps identify risks. This strategic input ensures well-informed decisions and helps prevent potential pitfalls.
A trusted advisor and sparring partner
Beyond being an organizer and advisor, the company secretary also serves as a trusted confidant and sparring partner. In this role, they provide executives and supervisory board members with a sounding board and handle sensitive information discreetly. Their independent position close to the board enables them to contribute objectively and constructively to decision-making.
The added value of a company secretary
What happens when a company operates without a company secretary? Often, decision-making slows down, information becomes fragmented, and governance is perceived as an administrative burden rather than a strategic asset.
The added value of a company secretary strongly depends on the scope given to fulfill the role. Not every company secretary will perform all the tasks mentioned in equal measure. However, it is clear that this function—regardless of its specific form—plays a crucial role in effective governance, oversight, and decision-making.
Want to learn more?
Curious about how a company secretary can enhance your company’s effectiveness? House is happy to provide this support and help elevate governance within your organization. Contact House at info@house-legal.nl.
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