ILA aims to be the voice of governance in Luxembourg. But what would governance be if it was not brought to life and translated into reality?

That's why ILA has pursued two axes related to governance. The first focuses on the conception and awareness of the issue through thought leadership, communication, training, and certification for directors. The second is the certification of "Corporate Secretaries" to equip them with the necessary skills to bring the designed governance, primarily by directors, to life.

On this second axis, it is essential to dispel preconceived notions about the Corporate Secretary role and to expand it beyond the boundaries of the administration. ILA's initiative is to evolve this function into the role of a Company Governance Officer, abbreviated as CGO.

Suppose a CGO takes on all the tasks traditionally assigned to a company secretary; they must play an additional role by positioning themselves as animators of the governance system to ensure the effective implementation of the envisioned governance, which is often lacking.

Whereas the Board is deciding on the governance to implement within an entity, in practical terms, the role of the CGO is to assimilate governance, translate it into transparent processes, monitor the execution of these processes, and propose improvements. This requires constant vigilance, the use of broad competencies, foresight, the coordination of the various forces at play, and a thorough knowledge of the statutory and legal requirements that apply to the institutions in which they are responsible for the corporate governance system. They must be proactive rather than reactive and evolve into an "Officer" rather than a secretary. This is the goal that ILA pursues.

Unlike other roles created to ensure compliance with regulations, the CGO operates upstream by providing the necessary framework (in alignment with governance) so that each participant’s work is considered by decision-makers at the right time. In addition to animating the system, their intervention in governance aims to propose improvements so that organizations can shift from reacting to anticipating. It's not a duplication of a role but the missing link in many organizations, the essential bridge between strategy and management, incorporating risk management and compliance. With a CGO, an organization will no longer question, "Who takes care of this?"

If Luxembourg adopts the CGO, it will be the first country in Continental Europe to effectively establish such a function. The added value of this function for a place like ours seems undeniable.

It is essential to provide a framework for this function. ILA proudly informs you that a "Code of Conduct for CGOs" will be published and applicable to all our certified CGOs and anyone who voluntarily wishes to adhere to it. Like the director's code of conduct, it constitutes the foundation for building the CGO function. ILA is also eager to give current Company Secretaries the necessary tools to become CGOs via training and certificates.

If you want to learn more about CGO, join us during the "Directors' Day" on November 16th for our dedicated breakout session.

 
Raphaël Docquier

Member of the ILA Board