RUMOUR has it that directors belittle them, chief executives barely tolerate them, and shareholders wonder who they are and what they do. The most common perception of a company secretary is that of a glorified clerk - a bean counter in an expensive suit. This view, however, is 100 per cent wrong. Consider the words of Sir John Harvey Jones, the noted corporate troubleshooter and former chairman of ICI. 'If you want to change your company you start with the board. The company secretary is an absolutely key appointment - more important than that of any director.' Hong Kong directors should deflate their egos and reassess their positions on the board. This past year has revealed the full extent of their problems with corporate governance. They have concealed criminal records, awarded themselves huge pay rises, diluted equity and trampled on the rights of shareholders. It is apparent that someone is needed in the boardroom to provide checks and balances to the more rapacious desires of some directors. The company secretary is that person. Sir John summed it up well. 'You have to be prepared to bite the dust rather than go along with something which is wrong. You have to believe that if something is wrong you will stand up against it.' Every listed company in Hong Kong is required by law to have a company secretary. But where were they when the directors were discussing their remuneration packages or their latest money-raising ventures? Obviously falling well short of Sir John's lofty aims. A company secretary who is in league with the directors is not a company secretary but a management stooge and is no friend of shareholders. John Brewer, chairman of Hong Kong's Institute of Company Secretaries, sees the role as this: 'Bringing to bear persuasive and counselling skills which, when welded with their technical knowledge, can provide a very powerful contribution to corporate governance.' In other words: help stop some directors from getting away with it, because if they can, they will.