Do South Africa's Corporate Governance Frameworks Undervalue the Company Secretary? Evidence from the Companies Act and King V

Abstract

The company secretary occupies a constitutively important position within South Africa's corporate governance architecture. Yet both of the country's two principal governance instruments, the Companies Act 71 of 2008 (as amended) and the King V Code on Corporate Governance for South Africa released by the Institute of Directors in Southern Africa on 31 October 2025, leave the role ambiguously defined, institutionally under-protected, and theoretically underdeveloped. This paper critically interrogates whether South Africa's governance frameworks adequately recognise the company secretary as an autonomous governance officer, or whether they instead reduce the role to a statutory compliance functionary subordinate to executive authority. Drawing on doctrinal legal analysis, agency theory, stewardship theory, and stakeholder theory, the study evaluates the statutory provisions and governance discourses that define and delimit the company secretary's mandate. The analysis distinguishes between King V (launched 2025) and its predecessor King IV (2016) and traces how recent Companies Act amendments (2011, 2022, and 2024) reshape the statutory environment. The paper further benchmarks South Africa against the United Kingdom, Australia, and Kenya. The findings indicate a persistent governance lacuna: the Companies Act still confers limited statutory protection on company secretaries relative to directors, and King V, though materially stronger than King IV on emerging risks, does not resolve fundamental tensions around independence, accountability, and professional status. The paper offers actionable policy recommendations for Parliament, the Companies and Intellectual Property Commission (CIPC), the JSE, the IoDSA, and the Chartered Secretaries Southern Africa.