Considering taking on the Company Secretary role?

We’re thrilled to share our Founder and CEO, Zoe Bucknell’s incisive new article, featured on the esteemed Crafty Counsel platform. Here she engages with the growing trend of General Counsels (GCs) taking on the role of Company Secretary to strengthen their position.

But is this move a genuine solution or a complex challenge?

The role of the Company Secretary, once mainly administrative, has evolved into a strategic, advisory function requiring intense study.

Merging this role with that of a GC is not uncommon, given the synergies around company law knowledge and potential alignment on Corporate Governance codes. However, Zoe sheds light on critical areas of divergence, illuminative for both private and listed firms.

As the Company Secretary, one becomes an officer of the company, bearing personal accountability and navigating the unique position between the executive team and the board. The role involves driving the board’s efficiency, managing conflicts of interest, assuring accurate record-keeping and more.

In the role of the Chief Governance Officer, the Company Secretary designs and deploys an effective corporate governance framework, ensuring compliance and informed decision-making at multiple levels.

Finally, the Company Secretary serves as the cornerstone for shareholder/stakeholder engagement, delivering annual reports and accounts, managing investor communications and spearheading effective AGMs.

In view of the complexities, Zoe advises GCs considering this dual role to evaluate their time commitment, support and the possible need for a secondary professional qualification. Additionally, development of governance operations, the ability to delegate, and seeking external help when needed, are foundational for this dual role.

The dual role is not necessarily a ticket to the boardroom seat, but it does provide unparalleled access and insights into the organisation. For the thoroughly considered and well-prepared, the Company Secretary role can potentially be a game-changer.

You can read the full Crafty Counsel article here for Zoe’s comprehensive perspective on this strategic role expansion.

Nasdaq-backed Kuberno appoints industry heavyweight as first Chair

Appointment of Naz Sarkar supports governance-tech startup’s drive for global expansion

London, 9th August: Kuberno, the global legal entity management SaaS provider for corporate secretariat, legal teams, and governance professionals, today announced the appointment of Naz Sarkar as Chair and Independent Non-Executive Director.

Sarkar is Kuberno’s first NED appointment and its first Chair. He is a leading figure in governance-tech, previously serving as the CEO for Issuer Services at Computershare based in New York and London. There, he was responsible for operations in over 21 countries with more than 10,000 business clients worth $1bn in revenues. Sarkar is also a veteran of governance practice, being a qualified Chartered Company Secretary and a fellow of the Chartered Governance Institute for over twenty years.

In his role as Chair, Naz will support Kuberno’s ambition to achieve global reach and provide a solid foundation to maintain its own standards of excellence in governance, as it scales.

The news of Naz’s appointment follows the company signing a commercial partnership and £3.5M investment with Nasdaq Ventures in April and the company’s recent integration with Insidertrack, an insider list management solution developed by Cytec, used by almost half of the FTSE 100, in June.

Commenting on the appointment Zoe Bucknell, CEO and Co-Founder of Kuberno said: “Naz is a world-leading figure in governance technology. He has brought together a suite of governance products onto a global stage and that experience will be instrumental in supporting our international expansion. In particular, his expertise in the North American market will be invaluable for us as it is a key focus for us following our partnership with Nasdaq. We look forward to leveraging Naz’s strategic insight as we quickly transition from startup to scaleup.”

Naz Sarkar, Incoming Chair and Independent Non-Executive Director of Kuberno added: “I’ve been really impressed by the Kuberno team’s great customer focus and passion for improving governance, this combined with their groundbreaking and disruptive technology, make them a very exciting proposition for me. Kuberno occupies a unique place in the market and I am delighted to be joining the company as it enters its international-growth phase. I’m looking forward to supporting the company in its global expansion.”   

About Kuberno

Kuberno has created the first global entity governance platform – Kube – that combines world leading entity management functionality with a unique secretariat practice management system. It helps companies and all their stakeholders in all jurisdictions work collaboratively to ensure efficient and effective entity governance. The platform automates administrative tasks, creates data insights and reports, manages documents and data and can perform e-filings and form creation.


Kuberno Media Relations Contacts:

Beth Farrer, Mob: + 44 (0) 7985 242726 /

Max Jewell, Mob: + 44 (0) 7501 676 995 /

William Dobinson, Mob: + 44 (0) 7488 396 482 /

Kuberno teams up with Cytec to fuel collaboration and innovation in the governance space

Kuberno’s global entity management platform Kube integrates with Cytec’s Insidertrack to further enhance productivity and data integrity for users. 

Kuberno and Cytec have today joined forces to deliver a connected and streamlined experience for governance professionals.

Launched by Kuberno, Kube is a global legal entity governance platform that enables companies and all their stakeholders in all jurisdictions to work collaboratively to ensure efficient and effective entity governance. It creates a single source of truth around entity data, including directors’ interests and those of their connected persons, and is used by household names within the FTSE 100; the Big Four in the UK; and global clients in the US, EMEA and APAC regions. Insidertrack by Cytec helps organisations manage insider lists and share dealing approvals for directors and is already used by almost half of the FTSE 100.

This latest development sees the integration of the two market-leading solutions, which will deliver first to market functionality, powered by Kube’s single source of truth and delivered through Insidertrack’s approvals workflow. It will allow governance professionals to share data seamlessly and securely with stakeholders, resulting in enhanced productivity, heightened data integrity, more valuable insights and streamlined processes. It will also reduce administrative burdens and duplicated effort, freeing up time for more “value add” and strategic activities.

The integrated platform will initially benefit UK- and European-listed clients in managing their Market Abuse Regulation (MAR) obligations and ensuring they maintain a single source of truth around directors’ details and interests. Kube and Cytec are also looking at supporting US-listed clients in managing their equivalent obligations.

Zoe Bucknell, Co-Founder and CEO of Kuberno, said:

“Our vision at Kuberno is to build a governance technology ecosystem, with Kube as the beating heart, connecting best-in-class solutions to deliver a connected and streamlined experience for our fellow governance professionals. Our collaboration with Cytec is the first step in bringing our vision to life. “

Jay Dodd, Co-Founder and Chief Commercial Officer of Kuberno, continued:

“We have always believed in the power of collaboration. One player cannot build an effective ecosystem, so bringing two of the leading players in governance technology together for the first time is the catalyst for the ‘Big Bang’ in evolving the governance technology universe. We are excited to see where this leads.”

In April 2023, Kuberno announced the completion of a £3.5m Series A financing from Nasdaq Ventures and the launch of a commercial partnership with Nasdaq Governance Solutions. The partnership includes a planned product integration into Nasdaq’s suite of governance solutions to help drive efficiency for corporate secretary teams as they navigate increased focus from regulators and investors on entity management.

For more information, please visit Kuberno’s website and Cytec’s website.

About Kuberno

Kuberno is a global legal entity SaaS provider for corporate secretaries, legal teams, and governance professionals. Its Kube platform empowers governance professionals to make data-driven decisions through its collaborative, accessible, and adaptable approach.

About Cytec

Cytec is a leading provider of governance technology solutions, including Insidertrack, a market-leading insider list management solution.



Kuberno Announces £3.5M Series A Financing Led By Nasdaq Ventures

Unique commercial partnership with Nasdaq Governance Solutions focused on joint innovation will drive governance excellence for clients   

Kuberno Announces £3.5M Series A Financing Led By Nasdaq Ventures

London, 12th April:Kuberno, a global legal entity SaaS provider for corporate secretaries, legal teams, and governance professionals, today announced the completion of a £3.5m Series A financing from Nasdaq Ventures. In connection with the Series A financing, Kuberno will launch a commercial partnership with Nasdaq Governance Solutions that includes a planned product integration into Nasdaq’s suite of governance solutions. This will help drive efficiency for corporate secretary teams as they navigate increased focus from regulators and investors on entity management. 

Kuberno uses technology to simplify the management of legal entity governance by easing reporting and enabling remote collaboration through its cloud-native product, Kube. The solution has grown significantly since launching in September 2021, becoming a product and platform relied upon by a range of clients, including household names within the FTSE 100; the Big Four in the UK; and global clients in the US, EMEA and APAC regions.

It recently announced an integration with Insidertrack, an insider list management solution developed by Cytec and used by almost half of the FTSE 100.

“Nasdaq was our dream partner – we are aligned on mission and values and are both committed to promoting best practice in governance for companies,” said Zoe Bucknell, CEO and co-founder of Kuberno. “Our collaboration with Nasdaq Ventures enables us to launch Kube into the global market, building on the strong, sustainable foundations we have laid over the last three years. Now more than ever, we are witnessing a greater emphasis on governance at the board and investor level as well as an increased appetite for governance tech. I look forward to working closely with the Nasdaq Governance Solutions team to help our customers reach the gold-standard in governance.” 

Nasdaq Governance Solutions is focused on investing in modern workflow technologies, advisory and insight that empower corporates to drive governance excellence. Kuberno complements its existing portfolio with an important workflow piece that supports the General Counsel and Corporate Secretary’s office. Proceeds from the Series A financing will help Kuberno accelerate its international growth and expansion into new markets. This investment and strategic partnership creates opportunities for both companies to better serve clients and integrate their solutions to bring efficiency to governance operations.   

“Kuberno simplifies the increasingly complex world of legal entity management, enabling better corporate governance,” said Gary Offner, Senior Vice President and Head of Nasdaq Ventures. “We’re pleased to welcome Kuberno to the Nasdaq Ventures portfolio and look forward to building on the synergies between Nasdaq Governance Solutions and Kuberno to further advance governance excellence for our clients.” 

About Kuberno 

Kuberno has created the first global entity governance platform – Kube – that combines world leading entity management functionality with a unique secretariat practice management system. It helps companies and all their stakeholders in all jurisdictions work collaboratively to ensure efficient and effective entity governance. The platform automates administrative tasks, creates data insights and reports, manages documents and data and can perform e-filings and form creation. To learn more, visit:

About Nasdaq Ventures  

Nasdaq Ventures is a global venture investing program of Nasdaq, Inc. (Nasdaq: NDAQ) focused on cultivating talent and technology advancement within financial services, spurring innovation that aligns with key themes including data and analytics, anti-financial crime, market infrastructure, ESG, and more. To learn more, visit: 

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The History of Governance – Part 3: The Fourth Industrial Revolution

In our last two blogs, we discussed the origins of the world Governance, the difference between Governance, Leadership and Management. We discussed the evolution of Governance from the 20th Century and to where Governance finds itself today.

Will the Fourth Industrial Revolution create waves great enough to breach the bureaucratic seawall which has built up over the last two centuries? 

The Fourth Industrial revolution is epitomised by the integration of the physical with the digital. Technology is engrained into our businesses and our personal lives. As a result, we have access to a flood of data, delivered at lightning speed. Businesses need to be flexible and agile to create strategies and deliver on them to meet the shifting needs of the world. 

We are also seeing a far greater focus on broader stakeholder populations. ESG is a critical performance metric for business, tied into our climate crisis as well as the growing awareness of the impact of business on our broader social environment. 

Most organisations are still governed and managed on bureaucratic principles– particularly in terms of hierarchical layers of authority. However, we are seeing a shift away from the impersonal approach to recognising the strength in our humanity (particularly against the efficiency of robotics and AI). There is a growing awareness that businesses need cultures built on transparency and trust rather than blind adherence to rules set by “superiors”, the importance of data (information) in informing decisions, and the empowerment and accountability of the individual, rather than the “role”.  

We have also seen rapid shifts in ways of working – with the catalyst being the pandemic and lockdowns. The gig economy is tearing down another tenet of bureaucracy – the “job for life”. People are now selling their skills, not their time, recognising that businesses require a more flexible skill base rather than a rigid set of repetitive processes and deep specialisation.  

Yet we are in a period of significant uncertainty, and it is still to be seen how we come out the other side – economically as well as philosophically. 

Shaping new decision-making structures  

Since the emergence of the concept of “Governance” the predominant organisational structure has been bureaucracy.  

In a bureaucratic organisation, decision-making is controlled by a strict set of rules based on hierarchy. Authority is delegated down the hierarchy dependent on position in a command-and-control environment.  There is no scope for challenge or engagement due to depersonalisation. 

Governance is therefore often equated with bureaucracy as few have experienced decision-making outside of a bureaucratic environment. We saw this with the original definition of “corporate governance “, the system by which companies are directed and controlled, which was of its time back in 1992, some thirty years ago. 

However, the definition of Governance I gave at the outset, is “the exercise of authority and decision making”. There is no determination of the style in which authority of decision-making need to be taken to constitute governance. If we look back to the origins of word as being to steer or to navigate – this would seem a more fitting approach to governance for the current age rather than control.  

Decision-making should be undertaken by those best placed – with most information and experience – not just based on hierarchy of roles.  

But decision making has to go hand in hand with accountability. If you take a decision, you are accountable for it. Similarly, if you do not take a decision and should have done so, you are still accountable for your actions.  

Encouraging accountability needs removal of fear in an organisation, which is again contrary to the bureaucratic doctrine. Interactions need to be personal.  

But why is this important?  

Bureaucratic structures lead to slow decision making, often by people less well informed as it is based on roles not individuals. There is also a predisposition to hide behind governance structures such as committees. For organisations to flourish in the Fourth Industrial revolution where speed is of the essence, organisations need to ensure that their decision making structures are shaped accordingly. 

The role of Culture in good Governance  

Effective Governance requires that the right people, get the right information at the right time to make the right decisions.  Some of those most critical decisions will be about setting and implementing strategy.   

In bureaucratic organisational structures the right people are decided by roles and hierarchy. However we are now seeing a shift to looking at who should be making which decisions. For instance, operational decisions often need to be taken quickly. This should be driven by management not governance.  

Strategic decision-making should also be considered carefully. Do the right people have the right information? This is where governance structures come in. Strategic decisions are having to be taken more and more rapidly in a fast moving environment. Just look at Nokia or Blockbuster for examples where strategy did not keep up.  

Governance is also about implementation of decisions including strategy. In a bureaucratic organisation this is largely achieved through command and control. The decisions are passed down the hierarchy and the workers are told what to do with little opportunity to add their insights and experience or an understanding of the bigger picture.  Is the right information being fed into strategic decisions. Should communication be all one way? And probably more importantly – should it be? 

This is also where culture comes in. In bureaucratic organisations, authority sits with a role not an individual. Decision making pathways are often complex, so it is difficult to decide where the buck stops. People look to rules to figure out whether they can have a say or make a decision. This engenders a culture with a lack of personal accountability, driven in part by a lack of empowerment and a lack of trust. These are also elements that create a “fear culture” through a lack of psychological safety, as brilliantly explained in Amy Edmondson’s book “a Fearless Organisation”. 

The cause of a number of recent significant corporate failures, such as VW Dieselgate, can be traced back to a lack of psychological safety that meant that those with the knowledge and information that could have prevented the crisis did not feel able to speak up, therefore the decision makers did not have the right information at the right time to make the right decisions. Culture caused a governance failure. 

Navigating Governance  

And this is where this series ends for now.  

We have placed governance in context, formed an understanding of what it is (and isn’t!), discussed why we view it the way we do and shone a light on its role in building an effective and successful organisation, alongside Culture and Strategy. 

As we face a future of continued disruption and transformation, we need to remember the roots of the word Governance and its purpose in steering the ship of the business, navigating the treacherous waters of the economic seas and reaching the optimal destination for stakeholders of the business.  

Our mission at Kuberno is to give governance a good name. We’re your pilots in navigating governance complexity.

The destination?

Transformational governance that supports your board in building an agile and sustainable business.

Kube, our global entity management platform, is central to our mission, ensuring you and your teams have the right technology to deliver agile governance.

For more information, a demo on Kube or to sign up to In The Kno, contact us on

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The History of Governance – Part 2: How the 20th Century changed Governance

In our last blog, we discussed the origins of the world Governance, the difference between Governance, Leadership and Management and where Governance finds itself today – on the cusp of transformation. 

In part 2, we are going to delve deeper into 20th Century history when it comes to Governance.  

The Impact of the Industrial Revolution on Governance  

Up until the turn of the century, businesses were largely operated on a non-structured basis by individuals or groups of partners with little hands-on operational input. In the US especially, the advent of the railways meant it was no longer possible to run businesses in this way due to the distances and complexity involved. Expertise and authority were needed along the whole length of the railway to deal with local issues promptly.   

At the same time, industrial process innovation and mechanisation led to Henry Ford developing the concept of the production line. The production line was about breaking down a complex process of building cars into individual parts and then organising resources (people) to specialise and deliver each individual process. This new system created greater efficiency across the whole. The system was built on command and control – with a clear separation between managers who commanded and controlled, and the workers who did the manual work. 

Weber’s Bureaucratic Approach  

The concept of the bureaucratic organisation was developed by Max Weber. This was based on the breakdown of tasks and allocation of labour, hierarchical authority, strict rules and requirements, removing personal interactions from the work-place and the concept of long tenure for workers (no need to retrain/reskill) and deep specialisation. The Bureaucratic approach was all about creating the most efficient businesses.  This also fitted with the social structures of the time – stricter class barriers and respect driven by hierarchy.  

So, bureaucracy became the way businesses’ were structured. And at the same time, the concept of the governance of businesses was born.  

How Corporate Governance Came About  

It wasn’t until nearly 90 years later, when a series of corporate failures rocked the world, that the concept of corporate governance as a distinct form of governance, was created.  

The Cadbury Report – Chaired by Sir Adrian Cadbury and set up by the Financial Reporting Council, London Stock Exchange and the accountancy profession – aimed to restore investor (ie owner) confidence in the UK corporate governance system.   

The Code was voluntary and aimed to establish best practice. But the report also emphasised that one size does not fit all and that companies have to choose the optimal governance structures based on their own circumstances. 

However, the bureaucratic organisation was still the predominant management philosophy at the time with strict hierarchies and rules around decision making structures. In practice there was little deviation across governance approaches other than number or format of committees and make up of boards. 

Indeed, the Cadbury Report defined corporate governance as the system by which companies are directed and CONTROLLED. By giving this definition, they clearly believed that corporate governance should be a bureaucratic form of governance. 

Outside of the corporate world, there was a period of significant change – with the advent of the internet and a period of economic boom following a period of recession. This period also saw the rise of globalisation, with the formation of the EU, the break-up of the USSR and opportunities created by internet connectivity.  

The Corporate Scandals of the Noughties  

The digital age was in full swing during the Noughties. As were corporate scandals such as Enron , Lehman Brothers and the sub-prime mortgage scandal in the US that brought global financial markets to their knees. The response to these scandals was increased regulation and the introduction of individual accountability. The corporate veil that had protected individuals for so long was lifted through Sarbanes Oxley with its focus on individual director accountability for internal control in the US, and the Senior Managers and Certification Regime (SMCR) for the financial services sector in the UK.  

The regulatory lens shifted away from a single focus on control and looked elsewhere at culture. Culture was held up as the culprit for many of the scandals, with individual accountability being seen as the panacea.  

The FCA saw the SM&CR as an opportunity to set up healthy cultures and effective governance in firms by encouraging greater individual accountability and setting a new standard of personal conduct. Although there were initial issues with this novel scheme, it is now properly implemented and understood, with governance structures designed accordingly and a holistic focus across governance, strategy and culture. It is a real catalyst for change. 

This is also the era of the tech giants – Google, Facebook and the Silicon Valley boom of tech startups.  These companies were founded by individuals straight out of college who had not yet been tainted by bureaucratic working practices. And with this we started to see different management models emerging. 

The Agile Manifesto  

The Agile Manifesto was published in 2001 by a group of software developers who knew there had to be a better way to manage software development than a strictly regulated, process driven approach. The manifesto values individuals and interactions over processes and tools, working software over comprehensive documentation, customer collaboration over contract negotiation and responding to change over following a plan.  Whilst the dynamic Silicon Valley scene embraced this new approach fully, the broader corporate world was slower on the uptake.  

One of the key changes in the social environment in the Noughties was the coming of age of Millennials, the first digital natives. Multiple studies observe millennials’ associating job satisfaction with free flow of information, strong connectivity to supervisors, and more immediate feedback. There is also greater focus on work life balance than more career orientated Gen X, as well as focus on work aligning to values and altruistic attitudes. 

Still, against these tidal waves of change, the seawall of bureaucracy was still holding firm. 

To find out where we are today, on the cusp of the Governance Revolution, we hope you will tune in again next week. 


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The History of Governance – Part 1: From Ancient Greece to the 20th Century 

We love all things Governance at Kuberno Our mission is to help organisations navigate governance and become future fit through the latest thinking and technology.  

For too long, Governance has been equated to admin and bureaucracy rather than taking its rightful place as a central tenet of how organisations run.  

So, we wanted to take a moment to put governance in context and explain how it interacts with strategy and culture. Buckle up as we take you on a three-part series through Governance: how it started, how it has evolved and where its future lies.  

And we start here.  

What’s the difference between Governance, Management and Leadership? 

Governance, management and leadership…. these can sometimes be terms that are intermingled. But they are different elements on how an organisation is run.  

Governance refers to the actions, processes, traditions and institutions by which authority is exercised and decisions are taken and implemented. The two key words being “authority” and “decisions”. 

Governance is the “top level” of the structure. It decides how authority is percolated through the organisation. This in turn decides how decisions are taken. It is also the root of accountability within the organisation – with ultimate accountability to the organisations’ stakeholders. Those who “govern” an organisation set the strategic vision and direction, formulate high level goals and set norms of behaviour. They also oversee the management of the organisation to ensure delivery against the strategic goals and meeting the needs of stakeholders.  

If Governance is the “top level”, management is the operationalisation of the governance approach. It involves running the organisation, managing day to day decisions such as allocation of resources and implementing decisions in the context of the mission and strategic vision. 

Leadership sits alongside both governance and management. In this context leadership is not about roles, but about how people are motivated and inspired to deliver against specific goals. Anyone within the organisation can show leadership – good or bad. 

Culture has a symbiotic relationship with governance, management and leadership and underpins them all. The way all three are carried out are likely to drive the culture in an organisation. However, culture needs to be aligned with the desired outcomes or mission of the organisation. Otherwise, governance, management and leadership are likely to be ineffective – particularly when it comes to driving change. 

What is governance and where does it come from? 

Let’s take you right back to Ancient Greece.  

The root of the word “governance” comes from the Greek verb Kubernao – meaning “to steer” (you may see the resemblance with our business name Kuberno  and in our tag line, “Navigating Governance”). 

Plato was the first to apply the verb in a metaphorical sense. He applied it to the way a state should be run, drawing an analogy between how a ship is run with how a state should be run. While Plato’s conclusions are sometimes controversial (being linked to totalitarian philosophies) he essentially pointed out that no single person could know everything about running a ship (state), but that equally having a group trying to steer the ship without structure or essential knowledge would be catastrophic.  

Plato concludes that the best person to steer a ship is the person who understands navigation – i.e., the person who can decide where to go and plot the route to getting there – hence steering the ship of state. 

The word governance has its roots in the concept of steering and not controlling. 

Governance in the 20th century  

The term governance does not become common place until the early 20th century. The concept of corporate governance does not become mainstream until 90 years later with the publication of the Cadbury Report in 1992. But the evolution of governance in the business context has been rapid in the last 30 years, spawning further sub-sets such as risk governance, project governance and so on.  

The meaning of governance has become diluted over the years. It’s now often confused with bureaucracy or admin. Yet the purpose of governance within business has been expanded from its original role of ensuring agency between principal (owner) and agent (manager) to, according to the OECD – restoring faith in capitalism!  

The UK Corporate Governance Code takes a more pragmatic approach, which is based on the premise that good governance should help efficient, effective and entrepreneurial management that can deliver the long-term success of the company.   

In part 2 we are going to delve deeper to understand how this has come about and where we are today, *spoiler alert* potentially on the cusp of a governance revolution. 


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