Tagged with: The-Great-Remaking

The company secretary’s role was built to maintain the conditions under which directors can apply judgement and the company can meet its governance obligations. Both are now being remade: by AI tools inside board administration that compose the materials directors will judge, and by AI deployments inside the business that shape the compliance position the secretary must disclose. This article works through how Cadbury, the Companies Act, the FRC’s 2024 Code, and the Chartered Governance Institute set out the secretary’s responsibilities, none dispensable, all now requiring different execution. The chair polices the boundary between agency transfer and accountability transfer. The secretary operates that boundary in practice.

A foundation model arrives carrying a value system its provider built: what it refuses, how it frames a sensitive subject, how it resolves a question with reasonable views on either side. That standard, not the organisation’s, is the one in force, and it changes with each model version without the Board’s consent. System prompts, retrieval, guardrails, and fine-tuning constrain the imported standard but cannot re-author it. Organisations can choose to accept the provider’s ethics, reject the deployments where it bears on people, or build alignment the organisation owns. This article sets out how a Board makes that choice, deployment by deployment.