Hon Justice Paul Heath of the High Court of New Zealand - Speech to CSNZ 75th Anniversary Dinner - September 2012

"This Institute was established to promote and maintain professionalism in the fields of commerce and administration. It came into being at a time when the Company Secretary was a person recognised by statute as an "officer" of the company. Notwithstanding the absence of a provision in the current Companies Act 1993 which refers to a Company Secretary, the role remains one that is discharged, as a matter of practice, by those with experience as Company Secretaries or as General Counsel.

A good Secretary or General Counsel is much more than an administrative functionary. That proposition was illustrated recently when the High Court of Australia (the equivalent of our Supreme Court) upheld a decision holding a Company Secretary civilly liable for breach of duty. In doing so, it rejected a submission that his conduct should be considered solely by reference to a Secretarys role; or indeed to separate out what he did in his capacity as Company Secretary and General Counsel respectively, even though in Australia a Company Secretary is an officer of the company. The Court took the view that his responsibilities, by whatever name used, were a question of fact, not law." ... READ MORE