Role ambiguity and conflicts: A study of company secretaries and two-tier boards in the Netherlands

Abstract

Recent research suggests that company secretaries are increasingly involved in governance responsibilities in addition to traditional administrative tasks. Little is known in the literature, however, about company secretaries' changing governance role, and their daily challenges in liaising with boards and other stakeholders. In addition, few studies have been able to gain access to learn firsthand how company secretaries operate. This exploratory study fills this void by gaining a ccess to the opinions of about one hundred company secretaries in the Netherlands who operate in the two -tier board system. Our findings indicate that company secretaries significantly influence an organisation’s governance framework, while they face a number of practical challenges with directors, employees and management in fulfilling their diverse roles and responsibilities.