Home > Stress in the boardroom: The role of the company secretary

Stress in the boardroom: The role of the company secretary


image of a person stacking wooden blocks with the words 'conflict', 'problem', 'dispute' and 'mediator' on them

As a Company Secretary you are likely to find yourself in the midst of some challenging Boardroom situations at some point or another and the Company Secretary role positions you as a key figure in managing stress in the Boardroom. 

Appropriately, managing stressful situations to avoid conflict is vital to maintaining a healthy Boardroom dynamic and so we have put together some top tips for managing stressful situations in the Boardroom to help you keep the Board, and you, healthy. 

1. Know the difference between positive tension and negative conflict 

The nature of the Boardroom means constructive debate and challenging of ideas are important to ensuring that decisions are made properly and issues such as group-think are avoided. The crucial thing to note when managing stress in the Boardroom is understanding where constructive tension ends, and conflict begins. 

Andrew Kakabadse, Professor of Governance and Leadership at Henley Business School, describes tension as ‘disagreement, which is often uncomfortable but can be resolved by healthy debate.’ 

Conflict, on the other hand, is described as ‘aggressive tension’ and leads to unresolvable issues, emotional outbursts, and unproductive lines of communication. 

When debates begin in a Boardroom situation, ask yourself whether the topic is relevant and constructive to the progression of the meeting. If so, allow the debate to continue and encourage these constructive criticisms and disagreements. If the conversation is leaning towards historic issues, personal gripes or unconstructive criticisms then this is where a conflict is likely to begin, and the conversation should be steered in another direction. 

2. Remind the Board members of their group purpose 

Often when stress and conflict crop up they can be mitigated by reminding the individuals in the room of their ‘higher purpose’. An effective Board is made up of a variety of people with varying experiences, expertise, and opinions and this undoubtedly can lead to conflict when members disagree. 

As the Company Secretary, you are an impartial third party and therefore you should take the opportunity to remind the Board that their higher purpose is to contribute to the group and to work together, rather than against one another, to achieve the best outcome for the company. By reminding the Board that they are working together towards a common goal you can help to mitigate conflict when it arises. 

3. Approach tensions in the appropriate setting 

When conflicts arise in the Boardroom you can mitigate their negative impact by ensuring they are dealt with in the appropriate setting. Technical decision-making should be handled professionally and in the Boardroom environment with all necessary parties present, while personal issues and personality clashes should not be addressed in the Boardroom. 

According to The Governance Institute: ‘Tension is more often resolved beyond the boardroom. There is enormous value in informal discussions between directors outside formal meetings.’ 

When unproductive debates arise during a Board meeting, as the Company Secretary you should suggest an alternative time for the parties involved to discuss their issues privately and outside of the Boardroom. 

4. Facilitate open communication 

One of the most important qualities of a Company Secretary is their position as an impartial third party who acts in the best interests of the company at all times. As a third-party observer to Board meetings, you can ensure that all members are being given the opportunity to contribute and are being acknowledged and listened to by the rest of the Board. 

If you notice someone not having their say or not being listened to, gently address this by pointing out the importance of each Board member and their differing contributions to the decision-making process. By being watchful and nipping these issues in the bud you can mitigate future conflicts caused by a disgruntled Board member who may not feel heard or valued. 

5. Stay neutral 

As the Company Secretary, you are in an honoured position of trust as your loyalty lies with the company and the Board as a whole, not any particular members. Maintaining this neutral approach is vital to earning the trust and respect of Board members and means when you do address stressful situations you will be listened to. 

Keep personal biases out of the Boardroom and always ensure that you are advocating for anyone who needs it, signalling issues to the Chair as you see them no matter who is at the root cause. By doing this you will be able to ease Boardroom tensions and give advice without as much push-back as everyone can trust you are acting with the best interests of the company in mind. 

It is clear that the Company Secretary role comes with a large responsibility, and often a heavy workload too. The role demands you to be a quiet observer, maintaining neutrality and keeping an eagle eye out for brewing tensions before they lead to conflict. 

By learning the signs and signals that indicate a conflict you can mitigate some of the stress that comes with the job. However, stressful situations and uncomfortable conversations are part of the role, which is why it is also important to practice self-care, de-stress and communicate with your managers if there are things you are unhappy with. 

By taking care of yourself and you can ensure you are in the best mental and physical state to take on the responsibilities that go along with being a Company Secretary.