This article was co-authored by Damien Ottavino (Director, Company Secretarial Leader, KPMG Luxembourg) and Tracey Brady (Partner, Global Head of Company Secretarial Services, KPMG UK).
In the corporate world of the United Kingdom, the role of the Company Secretary is not only well-established, but also critically defined. This role encompasses a broad spectrum of responsibilities, including governance, advisory, compliance, and record-keeping. These facets are essential for the smooth operation of any well-functioning company. The expected level of qualifications and functions of the Company Secretary are so integral that they are enshrined in company law, highlighting the significance of this position in the UK corporate structure.
Contrasting this, the corporate governance landscape in Luxembourg is in a state of evolution. Luxembourg's companies are currently navigating a complex array of challenges, both locally and globally, particularly in how they are governed and managed. The responsibility for ensuring regulatory and legal compliance within a Luxembourg company falls squarely on the shoulders of its board. To support this critical mission, boards typically engage a variety of external service providers, including law firms, trust companies, and administrators. These entities play a vital role in upholding corporate governance standards. However, a pertinent question arises: are company secretarial services the primary focus of these organizations? While there are exceptions, the general response is no. In Luxembourg, company secretarial services have traditionally been a supplementary offering to core services such as accounting, legal, tax, and audit.
Despite this ancillary status, the importance of proficient company secretarial services cannot be overstated. Effective execution of these services, particularly in recording board decisions through minutes, is a cornerstone of sound governance. Directors rely heavily on accurate record-keeping to ensure that their decisions and subsequent actions are properly documented and will withstand scrutiny over time. The ease of accountants' and auditors' tasks is significantly enhanced when records are meticulously maintained and easily traceable. Furthermore, it's imperative not to overlook other stakeholders, including the crucial shareholders. These individuals depend on the directors to appoint the best experts for each key role in the company's management, trusting that their decisions are grounded in high standards of governance.
In summary, the Company Secretary is now front and center as a key player in ensuring compliance, facilitating effective decision-making, and maintaining robust governance structures. This evolution is a testament to the growing recognition of the critical role that Company Secretaries play in the efficient, ethical, and effective management of companies in today's dynamic business environment.
What sets us apart
At KPMG Luxembourg, we are actively engaging with this shift. By collaborating with our UK counterparts, under the leadership of Tracey Brady, we are bringing top-tier Company Secretarial expertise to the Luxembourg market. The integration of UK-based best practices into Luxembourg's corporate governance model symbolizes a significant step towards enhancing the quality of company secretarial services in the local market. This endeavor is not just about importing expertise; it's about adapting and contextualizing these practices to fit the unique business environment of Luxembourg.
To learn more about corporate governance in Luxembourg, contact us today.
