Listed Company Secretary: Role, Responsibilities and Experience

A Listed Company Secretary supports the board and governance function of a company with securities admitted to the FCA’s Official List.

It is not a separate legal category of Company Secretary. It describes the setting in which the person works. The responsibilities depend on the company, its listing category, the securities involved and the structure of the governance team.

In a UK-listed business, the role is normally senior and board-facing. Alongside the usual company secretarial work, it often involves public reporting, shareholder meetings, listed-company governance and coordination of the company’s continuing obligations.

Listed Company Secretary at a Glance

Area	Typical responsibility
Board support	Advising the Chair and directors, coordinating meetings and maintaining effective board processes.
Listed-company governance	Supporting the procedures used to meet applicable listing, disclosure and governance requirements.
Corporate reporting	Coordinating governance sections of the annual report and related board disclosures.
Shareholder matters	Managing general meetings, shareholder documentation and work with registrars and advisers.
Regulatory timetable	Maintaining calendars for recurring reports, approvals, announcements and filings.
Group governance	Overseeing subsidiary governance and consistent standards across the group.
Team leadership	Leading the company secretarial function and allocating work across the team.

What Is a Listed Company Secretary?

A Listed Company Secretary is the senior governance professional responsible for supporting the board and coordinating company secretarial work within a listed business.

The individual may hold the statutory office of Company Secretary while also leading a wider governance function. The role commonly includes advising on board procedure, managing the annual governance calendar, supporting corporate reporting and helping directors understand the requirements that apply to the company.

The Company Secretary does not take over the responsibilities of the board. Directors remain responsible for the company’s decisions and compliance. The Company Secretary gives them the advice, information and processes they need to carry out those duties properly.

Public Company or Listed Company: What Is the Difference?

A public company and a listed company are not the same thing.

A public limited company is incorporated as a public company under the Companies Act 2006. It must have a Company Secretary who satisfies the statutory knowledge, experience or qualification requirements.

A listed company has securities admitted to the FCA’s Official List. The rules that apply depend on the type of security and the relevant listing category. The FCA’s current framework includes categories for commercial companies, closed-ended investment funds, open-ended investment companies, shell companies and international commercial companies with a secondary listing.

A public company can therefore be unlisted. It is also important not to use “listed” as a loose synonym for any company whose shares trade on a market. For example, admission to a market and admission to the FCA’s Official List are not necessarily the same thing.

This distinction matters in recruitment. A candidate may have worked as Company Secretary of an unlisted public company without having dealt directly with the reporting cycle, continuing obligations and market scrutiny of a listed issuer.

What Does a Listed Company Secretary Do?

The exact scope varies, but most roles cover several connected areas.

Supporting the Chair and Board

The Listed Company Secretary helps the Chair organise the board’s work and supports directors before, during and after meetings.

The role may include:

• Agreeing the annual board and committee calendar
• Coordinating agendas
• Overseeing the preparation and circulation of papers
• Attending meetings and producing minutes
• Following up actions and decisions
• Advising on board procedure
• Supporting director induction and development
• Coordinating board and committee evaluations

The Company Secretary often provides continuity between the Chair, directors, executive team and governance function.

The FRC’s Corporate Governance Code Guidance says that the Company Secretary should report to the Chair on board governance matters. This can sit alongside a separate executive reporting line within the company.

Supporting Listed-Company Governance

A listed company needs clear procedures for identifying obligations, obtaining approvals and making decisions within the required timetable.

The Company Secretary may help maintain those arrangements by:

• Keeping the governance and regulatory calendar
• Recording delegated authorities
• Coordinating board and committee approvals
• Ensuring documents reach the right decision-makers
• Working with legal, finance, investor relations and compliance teams
• Maintaining evidence that required governance steps have been completed

The work is rarely carried out by the company secretarial team alone. Responsibility for legal advice, financial reporting, market disclosure and regulatory decisions will usually be shared across several functions.

The FCA’s UK Listing Principles require listed companies within their scope to maintain adequate procedures, systems and controls, deal with the FCA openly and cooperatively, and take reasonable steps to help directors understand their responsibilities.

Supporting Corporate Reporting

The annual report is one of the busiest parts of the listed-company calendar.

The Company Secretary may coordinate or contribute to:

• The corporate governance statement
• Board and committee reports
• Directors’ biographies
• Board and committee attendance records
• Composition and succession disclosures
• Governance-code reporting
• Internal control and risk disclosures
• Annual general meeting documentation

The current UK Corporate Governance Code operates on a comply-or-explain basis and covers board leadership, responsibilities, composition, audit, risk, internal control and remuneration. Its applicability depends on the company and the relevant listing requirements.

The Company Secretary will normally work with directors, finance, legal, investor relations, remuneration advisers and external counsel to make sure the governance content is accurate and approved on time.

Shareholder Meetings

The Company Secretary commonly has a central role in preparing for the annual general meeting and any other shareholder meetings.

This may involve:

• Preparing the notice of meeting
• Coordinating resolutions
• Managing the meeting timetable
• Working with the registrar
• Supporting proxy arrangements
• Briefing the Chair and directors
• Coordinating responses to shareholder questions
• Recording voting results
• Completing post-meeting filings and announcements

The role may also help the board understand significant voting outcomes and shareholder concerns relating to governance, remuneration or board appointments.

Announcements and Regulatory Timetables

Listed companies work to a detailed timetable of reports, announcements, approvals and filings.

The Company Secretary may coordinate that timetable and make sure the right people are involved. This does not mean that the Company Secretary alone decides whether information must be disclosed to the market.

Decisions involving inside information or market announcements will normally involve legal advisers, senior executives, the board and other relevant specialists. The Company Secretary’s contribution is often to keep the process organised, secure the required approvals and ensure that responsibilities are clear.

Listed companies must also submit certain notices, reports and other documents to the FCA’s National Storage Mechanism when the applicable rules require it.

Group and Subsidiary Governance

Many listed businesses operate through large groups of subsidiaries.

The Listed Company Secretary may oversee:

• Governance standards across the group
• Subsidiary board arrangements
• Delegated authorities
• Entity records
• Director appointments and resignations
• Statutory filings
• Intra-group approvals
• Governance support for overseas subsidiaries

In a large or complex business, these responsibilities may sit with a Group Company Secretary supported by deputies, assistants and entity-management specialists.

How Is the Role Different from a Private-Company Position?

The core company secretarial disciplines remain important in both settings. The difference is usually found in the public reporting, regulatory framework and level of scrutiny surrounding the work.

A Listed Company Secretary is more likely to deal with:

• Continuing listing obligations
• Public reporting and market scrutiny
• Governance-code disclosures
• Shareholder voting and engagement
• Complex board and committee structures
• Detailed annual report and AGM timetables
• Regular contact with registrars, sponsors and external advisers
• A larger group of subsidiaries and regulated entities

This does not mean that private-company positions are simple. Large private and private-equity-backed groups can have demanding governance structures and highly experienced Company Secretaries.

Listed-company experience is nevertheless often requested because the candidate has already worked within the public-company calendar and understands the pace, scrutiny and coordination involved.

What Experience Does a Listed Company Secretary Need?

There is no single career route into the role.

Employers are likely to look for experience that reflects the demands of their own business. Relevant evidence may include:

• Supporting listed-company boards and committees
• Working closely with a Chair and non-executive directors
• Coordinating annual reports and general meetings
• Knowledge of applicable listing and disclosure requirements
• Governance-code reporting
• Shareholder-facing processes
• Group and subsidiary governance
• Leading a company secretarial team
• Supporting transactions or capital-markets activity
• Managing relationships with registrars, sponsors, lawyers and other advisers

A candidate moving into their first Listed Company Secretary position may have gained much of this experience as a senior deputy.

Our guide to the Deputy Company Secretary role explains how a deputy can build substantial board and listed-company experience before taking the lead position.

Does a Listed Company Secretary Need to Be Qualified?

A UK-listed company will commonly also be a public company. Its directors must therefore take reasonable steps to ensure that the secretary has the necessary knowledge and experience and meets at least one of the statutory conditions in section 273 of the Companies Act 2006.

Those conditions include membership of specified professional bodies, qualifying previous experience as secretary of a public company, or holding another position that appears to the directors to provide the required knowledge and experience.

Employers often look for a Chartered Governance qualification or a relevant legal, accounting or governance background. The requirement should still reflect the actual role rather than being added automatically.

A qualification provides evidence of technical knowledge. It does not establish whether the person can advise a board, lead a team or exercise sound judgement in a listed environment.

Skills Needed in a Listed Company

Technical knowledge is only part of the role.

A Listed Company Secretary also needs:

• Sound judgement
• Clear written and verbal communication
• Confidence with directors and senior executives
• Discretion
• Strong organisation
• Attention to detail
• Commercial awareness
• The ability to challenge constructively
• Calmness under pressure
• Leadership and delegation

The work often involves explaining a governance or regulatory concern to people focused on a commercial objective. A strong Company Secretary can make the point clearly without turning every issue into an obstacle.

Our Company Secretary Skills guide examines these qualities in more detail.

Who Does a Listed Company Secretary Report To?

There is no single reporting model.

The Company Secretary may report administratively to the General Counsel, Chief Executive, Governance Director or another senior executive. On matters concerning the board and its governance, the role should have direct access to the Chair.

What matters is whether the reporting structure gives the Company Secretary enough authority and independence to raise concerns and advise directors properly.

Treating the position as a junior administrative role is unlikely to work where the Company Secretary is expected to advise a listed-company board.

How Senior Is a Listed Company Secretary?

A Listed Company Secretary is usually one of the organisation’s most senior governance professionals.

That does not place the Company Secretary above a director. They perform different functions. The board directs the company and remains responsible for its decisions. The Company Secretary advises and supports the board and coordinates the governance processes around those decisions.

The role can still carry considerable influence. An experienced Company Secretary may advise on sensitive board matters, work closely with the Chair and help shape governance across the wider group.

Recruiting a Listed Company Secretary

Recruitment should begin with the company’s actual requirements rather than a generic listed-company job description.

The brief should cover:

• The securities and listing categories involved
• The board and committee structure
• The relationship with the Chair
• The executive reporting line
• Annual report and AGM responsibilities
• Group and subsidiary complexity
• The size and capability of the existing team
• Sector-specific or regulatory requirements
• Current governance priorities
• Any planned transactions or organisational change

Employers should also decide which parts of the role genuinely require previous listed-company experience.

Not every successful candidate will already have held the top title. A strong Deputy Company Secretary may have managed much of the annual reporting cycle, supported the main board and led major governance projects.

The important question is not whether “listed company” appears on the CV. It is what the candidate actually did in that environment.

Ingen Partners provides specialist Company Secretarial Recruitment support for listed companies, regulated organisations and businesses recruiting senior governance professionals.

Listed Company Secretary Salary

Pay varies according to the size and complexity of the business, the breadth of the remit, the securities and markets involved, team responsibility, sector and location.

A Listed Company Secretary leading a substantial group function and advising a major board will generally command a higher package than someone in a narrower position at a smaller issuer.

The overall package may include a bonus, pension, long-term incentives and other senior benefits.

Our Company Secretary Salary Guide provides broader information on remuneration across the profession.

The Value of an Experienced Listed Company Secretary

A listed board works within a demanding timetable and a closely scrutinised governance environment.

An experienced Company Secretary keeps that machinery working. They help the Chair plan the board’s business, make sure decisions pass through the right process and bring together the teams responsible for reporting, disclosure and shareholder matters.

The role is not simply about organising meetings or completing filings. Its value lies in giving the board dependable advice and making sure governance works properly when the pressure is on.

Listed Company Secretary Frequently Asked Questions