Johnson, Sean (2025) The Company Secretary's Legal and Strategic Standing. James Cook University Law Review, 31. pp. 75-96.

PDF (Published Version) - Published Version Restricted to Repository staff only

Abstract

The company secretary bridges law, governance, and organisational legitimacy. Yet in Australian corporate and not-for-profit practice, the role is still structurally undervalued, too often dual-hatted, under-remunerated, or treated as administrative support rather than governance leadership.

This article reconceptualises the company secretary as a governance executive whose authority derives from law and whose independence is essential to the integrity of corporate decision-making. Drawing on governance capability and signalling theory, it argues that the undervaluation of the office represents a market failure in recognising governance capital, with direct implications for legal accountability under the Corporations Act 2001 (Cth). The paper advances a typology of governance value, compares adjacent roles (such as the general counsel), and proposes differentiated policy interventions across listed, public, and community entities. In doing so, it contributes to legal scholarship on officers’ duties and the evolving interpretation of corporate accountability, reframing governance expertise as a form of intangible capital central to contemporary corporate law and institutional design. By reframing governance capability as a form of institutional capital, the paper bridges corporate law, governance practice and public policy.

Item ID:	86602
Item Type:	Article (Research - C1)
ISSN:	1839-2792
Copyright Information:	© James Cook University - School of Law.
Date Deposited:	23 Jun 2026 01:31
FoR Codes:	48 LAW AND LEGAL STUDIES > 4801 Commercial law > 480102 Commercial law @ 50% 35 COMMERCE, MANAGEMENT, TOURISM AND SERVICES > 3507 Strategy, management and organisational behaviour > 350701 Corporate governance @ 50%
SEO Codes:	23 LAW, POLITICS AND COMMUNITY SERVICES > 2399 Other law, politics and community services > 239999 Other law, politics and community services not elsewhere classified @ 100%
	More Statistics