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In a limited company, the company secretary is a key member of the executive team appointed by the board as an officer of a company with specific responsibility to the entity as a whole for its sound corporate governance and for the guidance of the board in its responsible and effective execution of its tasks. Boards have a right to expect the company secretary to give impartial advice and to act in the best interests of the company.

However, it is incumbent upon boards to ensure that the company secretary is in a position to do so, for example by ensuring that he or she is not subject to undue influence of one or more of the directors. If the board fails to protect the integrity of the company secretary’s position, one of the impo