Board secretary or executive officer

The board secretary or executive officer is usually a member of staff of the public sector body and is charged with providing direct support to the board. The public sector body may decide whether this executive officer should operate in the same way as a private sector company secretary, and if this is the case, the executive officer is the chief administrative officer of the public sector body.

The executive officer should have a detailed knowledge of the public sector body’s enabling legislation, the Public Sector Management Act 1994, the Financial Management Act 2006, as well as other legislation and government policies that affect the public sector body and the board.

Subject to the chair’s direction, the executive officer’s duties may include:

  • providing administrative support, such as taking meeting minutes, circulating papers, liaising between the board and CEO
  • facilitating the induction of newly appointed members
  • coordinating professional development programs for the boards
  • ensuring the effective flow of information within the board, between the board and its committees, and between the board and the public sector body’s management
  • providing advice to board members on corporate governance principles and plans, and implementing corporate governance programs, such as risk management and performance assessment
  • carrying out the instructions of the board, assisting in the implementation of corporate strategies and giving practical effect to the board’s decisions.

Like board members, the executive officer may face conflicts of interest that need to be managed. The duties of an executive officer are to comply with the principles of ss. 7, 8 and 9 of the PSM Act, the public sector Code of Ethics and more broadly, to exercise care and diligence, act in good faith and use powers for a proper purpose. The executive officer may not use information gained in the course of their role for their own benefit or to the detriment of the public sector body. However, unlike board members, the executive officer (as an employee) also owes a duty of fidelity and good faith to their employer.

Page last updated 23 May 2017