The hidden power broker in corporate governance

When you access boardrooms, you see what you should not have. You learn a lot; all you need is to learn how to keep

When you access boardrooms, you see what you should not have. You learn a lot; all you need is to learn how to keep secrets. I once watched a Board Chair fumble through a 3-hour governance crisis fumbling not because he lacked wisdom, but because he underestimated the one person who could have saved him: the Board Secretary.

In case you do not know governance dynamics, here is a secret: the Board Secretary is not your glorified notetaker. She’s the cartel’s lawyer, the keeper of precedent, and the architect of what gets discussed and what conveniently doesn’t. She controls the agenda, the flow of papers, and access to records, and most of all, she filters what reaches the Chair, Committee Heads, and sometimes even regulators. Ignore her at your peril.

Yet, many CEOs and Chairs treat the Board Secretary as an administrative pen holder, outsourcing critical governance bandwidth to a “PA with policy knowledge.” That’s not just foolish. It’s dangerous.

Take the insurance sector

A CEO I advised was struggling with board interference in operations. Directors were calling staff directly, second-guessing underwriting models, even overturning claims decisions. His mistake? He excluded the Board Secretary from strategy and risk meetings. She wasn’t looped into committee briefings or culture diagnostics. So, she couldn’t act as a buffer, could not guide the Chair, and couldn’t flag overreach before it metastasized.

The fix I usually recommend is to elevate your Board Secretary to governance co-pilot. Let her own the board calendar, curate strategic papers with ruthless focus, fine-tune board paper packs to keep them relevant and brief directors before meetings to avoid soapbox sideshows. Make her the conscience of the agenda, not the courier.

Real leaders design influence systems. And influence in the boardroom starts with those who set the stage, not just those who speak on it. Want to learn about corporate governance in practice?

Visit the Institute of Corporate Governance of Uganda, https://icgu.org/. Having worked here as the Secretary to Council, I can say without any shadow of doubt that they are the keepers of effective corporate governance knowledge and experiences.

Below is a Board Secretary leverage matrix to win in your role as Board Chair or CEO. If you are a Chair or CEO still treating your Board Secretary as admin support, you are bleeding value. Download the Board Secretary Leverage Matrix, sit down with your secretary, and turn them into your board’s most strategic asset. One conversation can double your board’s effectiveness.

Mr. Strategy

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