Master of two hats- To combine or separate the Company Secretary (CS) and Chief Legal Officer (CLO) Role.

This crossed my mind this week and as an early pre-emption, it depends 😎.
In some companies and dependent on their organisation structure, the role of the Chief Governance Officer is combined with Chief Legal Officer. The mention of the C suite Level is because placing determines positioning and audience. It could also be a competitive advantage to a business, as both allow for governance and legal risk management to flow from the top.

Is an individual who is tasked on holding both roles set up to fail- no. No job is too big, given to the right candidate that possesses the right skills and, a candidate who holding the right skill set is given all the resources and support not to fail.

Looking at other articles on the internet, the following make great deciding factors on a dual role:
1. Size of Company- while large organisations with several business lines and/or in several jurisdictions may benefit from a separation of the roles so that both governance and compliance receive due attention; small local companies can benefit from an lawyer who happens to have the governance skillset to carry out both roles.
2. Confidentiality over privileged discussions- In some jurisdictions, the CLO can maintain professional privilege as a legal advisor to the Board and can provide some protection over board discussions. Whilst this may connote impropriety, it may also be important for those boards who want to prevent unnecessary disclosure of sensitive information.
3. A path to the Board- some CLOs believe that their glass ceiling arrives when they acquire the title. When in a combined role, the job holder can look forward to discussions at a strategic level and the ear of the top decision makers.
4. The inherent conflict in the dual role-With a dual role, the holder should be careful to always articulate which hat they are wearing whenever they speak What may support the company operationally (legally) may be problematic in the long run strategically, or what is strategic may be difficult to achieve operationally.
5. Evolving nature of both roles- Both roles have moved from being paper pushers for CLOs and minute takes for CSs. The increased requirement to be business enablers move the CLO from a purely legal advisor to at times implementer and the CS from a Board Executive Assistant to policy maker, strategic advisor and conscience of the company. It needs extraordinary skillset and support to do both.
6. Industry and Regulation- Some industry compliance requirements may make that decision for a company as to the roles and a company should always have this as a reference point.

At Akira Consult, we have had the experience of having a dual role and a hybrid role where there was a de-facto head of legal supporting the CS. It really depends. But as always, we are happy to support the external CS function as you make the decision, speak to us!