The Inconvenient Truth: The most powerful person in your boardroom may not be the chair or the chief executive — it may be the person who controls the minutes

Governance codes and companies acts around the world agree on one point boardrooms keep quietly ignoring: the board secretary answers to the board, not to management There is a small sentence, heard in boardrooms on every continent, that can expose a very large governance problem: the board secretary reports to the chief executive. Administratively, that statement may contain a practical truth, since the secretary may sit on the payroll, use executive office facilities, and communicate constantly with management. But from a governance perspective the statement is dangerously incomplete. Across jurisdictions and governance codes, from London to Johannesburg, Singapore to Sydney, Accra to Delhi, the underlying principle is remarkably consistent: in matters concerning the board, the board secretary serves the board and works principally through the chairperson, not through the chief executive whose own performance that board exists to oversee. The distinction concerns independence, information, power and accountability, and ultimately whether the boardroom remains capable of governing management rather than gradually being governed by it.