- 15 October 2025
As regulatory expectations evolve and stakeholder scrutiny intensifies, company secretaries must position themselves as active partners in ethical leadership, not merely administrators of process, but strategic advisers who help boards develop ethical decision-making frameworks and navigate complexity with integrity.
Understanding ethical leadership in governance
Ethical leadership centres on wisdom, honesty, and courage. It requires boards to make sound decisions based on complete information, to actively seek diverse perspectives, and to understand the interests of all those affected.
This is about rigour in decision-making. Ethics demands robust frameworks that ensure the right information is gathered, relevant rules and values are applied, and necessary voices are heard in forums where they feel safe to contribute. Company secretaries are uniquely positioned to build and advocate for the systems that support this rigour.
Why ethical oversight matters
Ethical leadership generates trust in decision-making processes. People are more likely to accept outcomes, even unfavourable ones, when they believe decisions were made fairly and thoughtfully.
This strengthens organisations. It fosters openness, accountability, and long-term thinking. It discourages short-term opportunism and corner cutting. When leaders act consistently with integrity, they set cultural expectations, inspire teams, build reputations, and create enduring relationships with investors, customers, regulators, and communities.
Three common ethical blind spots
Three ethical blind spots appear repeatedly at board level.
Time pressure causes boards to fail asking fundamental questions: Do we have all the information we practically need? What are we missing? Company secretaries help boards recognise when to slow down, ultimately enabling faster, more sustainable progress.
The power of incentives remains critical. The legendary investor Charlie Munger observed: "show me the incentives and I'll show you the behaviours." Company secretaries can prompt boards to examine how financial, reputational, or personal incentives might be shaping decisions in ways that compromise ethical rigour.
Board composition and skills gaps represent the third blind spot. Boards may lack expertise to recognise ethical dimensions embedded within apparently commercial, financial, or operational matters. Company secretaries can help to address this through the Nominations Committee by updating skills matrices to reflect emerging ethical challenges, facilitating robust board evaluations that assess ethical competencies, and providing guidance on director searches. This ensures boards possess the diverse expertise needed to identify and navigate ethical complexity.
The company secretary's evolving role
Company secretaries support ethical leadership practically by ensuring boards access high-quality information that is relevant, clear, and honest. This requires building strong relationships across organisations and monitoring how ethical issues develop before they escalate.
They interpret information for boards, identifying what is missing, what is implied, and what the broader context suggests. They help boards see connections across traditional data silos, questioning whether information is sufficiently granular to highlight real issues or adequately aggregated to reveal important trends.
With their cross-company remit, company secretaries are positioned to interrogate whether boards see the full picture before making decisions.
Practical steps for embedding ethical decision-making
What concrete actions strengthen ethical governance?
Develop questioning disciplines. Help boards establish routines that surface ethical dimensions early. Before major decisions, prompt directors to ask: What information might we be missing? Who is affected? How might our incentives be influencing our thinking?
Strengthen board composition. Work with the Nominations Committee to ensure skills matrices explicitly include ethical competencies. During board evaluations, assess whether directors collectively possess expertise to identify ethical issues within technical matters.
Create safe spaces for dissent. Structure board agendas to encourage genuine debate. Ensure all directors, including those participating remotely, have opportunities to raise concerns. Proactively invite quieter voices into discussions.
Connect information across silos. Present data in ways that reveal ethical dimensions. Rather than segmenting information by function, show boards how areas interconnect and potentially conflict. Highlight when aggregated data masks significant issues.
Build external intelligence networks. Develop relationships with experts who can provide authoritative perspectives on emerging risks such as geopolitical advisers, ethicists, technologists, and stakeholder representatives. Ensure these voices reach the board before issues become crises.
Invest in director education. Facilitate ongoing learning about evolving ethical challenges, particularly in areas like AI, data ethics, and geopolitical risk where historical experience may not equip directors for current governance demands.
Document ethical reasoning. Ensure board minutes capture not just decisions, but the ethical considerations that informed them. This creates accountability and demonstrates due process.
Model ethical conduct. Demonstrate integrity in how you execute your role by challenging authority when necessary, speaking uncomfortable truths, and prioritising long-term organisational health over short-term convenience.
Looking ahead
Company secretaries will face intensifying ethical challenges in AI and data ethics, remote and hybrid governance, expanded stakeholder expectations, and geopolitical volatility. Each challenge demands that company secretaries help boards ask difficult questions: Is this decision fair? Have we tested for bias? Are we genuinely weighting stakeholder voices? Just because we can do this, should we?
The profession's future holds significant opportunity. Recognition is growing that company secretaries can and should play strategic leadership roles. Those prepared to position themselves as ethical advisers, not merely process administrators, will find themselves in positions of genuine impact.
Interested in developing ethical leadership skills further?
Find out more about our new Ethical Leadership Course, designed to equip governance professionals with the tools and knowledge to lead with integrity in today’s complex environment. Details and registration: E-Learning