Company secretarial, statutory compliance and board effectiveness services to boards and organisations: as an appointed company secretary, an outsourced function, or project support for a defined period.
SCROLL
01 / ABOUT
Independent corporate governance and secretariat advisory.
Ben Beenie
PRINCIPAL
MBA, Swinburne University of Technology
Fellow of the Governance Institute of Australia (FGIA)
Company Directors Course, Australian Institute of Company Directors (GAICD)
ProGovern was founded by Ben Beenie, bringing 20 years of experience in banking and financial services, 15 of them dedicated specifically to corporate governance and company secretarial practice.
Ben’s governance career began within one of Australia’s largest financial institutions, ANZ, where he managed the bank’s Share Registrar, a function overseeing more than $80 billion in listed equity and retail debt, responsible for accurate, timely dividend and distribution payments to shareholders across the ASX and NZX.
He was part of the project teams responsible for issuing $8.9 billion in Tier 1 and Tier 2 capital, including hybrid securities and subordinated notes, and $3 billion in ordinary shares. This work demanded rigorous governance, meticulous process, and close coordination across legal, finance and regulatory stakeholders. He also led the design and implementation of a new shareholder reporting system to address a material market and reputational risk.
Seeking broader exposure across industries, Ben moved into outsourced company secretarial work at BoardRoom, supporting governance and compliance across a genuinely diverse client base including biotech, media, large unlisted businesses and aviation technology. That work gave him first-hand insight into how governance needs shift across sectors, company stages and ownership structures.
He then spent six years as Company Secretary at Defence Bank, taking full responsibility for the governance of an APRA-regulated authorised deposit-taking institution, a role demanding the same rigour, discretion and regulatory fluency required of governance functions at much larger listed entities.
Why ProGovern
Ben founded ProGovern to bring this breadth of experience (large-institution governance discipline, cross-sector outsourced secretariat practice, and full company secretary accountability) to businesses that need genuine, practical governance expertise without the overhead of a large firm. Whether supporting a business through growth, a leadership transition, or preparation for a sale or listing, ProGovern brings the same rigour applied at institutions many times its size.
NEXT / SERVICES
02 / SERVICES
What ProGovern does.
01
Company Secretary Services
ProGovern provides company secretarial support calibrated to where a business is, and what it’s preparing for: ongoing support, interim cover, or the elevated rigour required ahead of a transaction.
Ongoing outsourced secretariat. Full company secretarial support for businesses without an in-house function: board and committee administration, statutory compliance, and the governance discipline expected of a well-run entity, delivered with the same standard applied within major listed institutions.
Interim cover. Cover during parental leave, a resignation, or an unplanned vacancy, with continuity from day one rather than the ramp-up delay of a permanent hire.
Transaction and listing readiness. As a business moves toward a sale, IPO, or a more complex financing arrangement, governance and secretariat expectations rise substantially. Board papers, disclosure processes, statutory records, and data room governance all come under greater scrutiny from acquirers, underwriters, and regulators alike. ProGovern works directly alongside legal counsel, investment banking, and audit advisors to bring secretariat practice to the standard a transaction of this nature demands.
02
Statutory Compliance and Governance Documentation
ASIC lodgements, statutory registers, minutes, and resolutions, managed with the precision and timeliness a board, auditor, or acquirer expects as a baseline, not an exception.
03
Governance Advisory and Policy Development
Governance framework and policy design, covering board charters, delegations of authority, conflict-of-interest and confidentiality policy, together with board readiness for AI governance.
Board readiness for AI governance. Boards are increasingly expected to exercise informed oversight of AI use, including agentic AI, within their organisations. ProGovern supports boards in developing AI governance policy, briefing directors on practical oversight frameworks, and establishing safeguards that manage risk without unnecessarily constraining adoption.
Governance frameworks and policy. Board charters, delegations of authority, conflict-of-interest and confidentiality policy, and broader governance framework design, built from direct institutional and cross-sector experience rather than template compliance.
04
Governance Capability Building
Structured coaching and mentorship for company secretaries and governance professionals, as well as executive assistants supporting governance functions in businesses without a dedicated secretariat team.
05
Board Effectiveness Support
Focused support on board paper quality and meeting administration, informed by direct experience of what allows a board to operate effectively at pace.
Drawing on 20 years in banking and financial services, including extensive experience in large listed companies and secretariat work across sectors including biotechnology, media and technology, ProGovern brings practical, hands-on experience to every engagement, not just theoretical governance knowledge.
NEXT / THE CASE FOR SEPARATION
03 / THE CASE FOR SEPARATION
Governance and legal are not the same discipline.
Many organisations are consolidating company secretarial and legal responsibilities into a single role. ProGovern’s position is that this is a structural mistake, and that the case against it is practical rather than territorial.
01
Different duties
The company secretary’s obligations run to the board and to the entity’s compliance with its statutory duties. Legal counsel advises on and defends the company’s legal position. Both matter. They are not the same obligation, and they do not always point the same way.
02
Different records
Legal advice attracts privilege. Governance records such as minutes, registers, resolutions and board papers exist to be a reliable account of what a board decided and when. Consolidating the functions risks blurring which is which, precisely when the distinction matters most.
03
Different reporting lines
The company secretary is a direct channel between the board and management. Where that role is absorbed into a legal function reporting through the executive, the channel narrows, and governance work competes for attention with transactional and litigation priorities.
CASE STUDY
Star Entertainment, Federal Court of Australia
ASIC’s civil penalty proceedings in the Federal Court arising from the governance failures at The Star Entertainment Group named not only directors, but officers holding senior legal, risk and governance responsibilities.
ProGovern’s reading of it is structural rather than sensational. Where the legal function and the company secretarial function sit with the same person, that person holds both sets of obligations at once. If those obligations are later examined, the question becomes which role was being discharged: adviser to the company, or officer accountable to the board. That is not a technicality. It is the whole question.
A company secretary who is not also general counsel never has to answer it. The duty is singular, the reporting line is clear, and the record of what the board was told, and when, is kept by someone with no competing brief. That is the case for separation: not professional territory, but the ability to answer plainly when the question is eventually asked.
NEXT / SECTORS AND ENGAGEMENTS
04 / SECTORS AND ENGAGEMENTS
Who ProGovern works with.
Governance needs shift with sector, ownership structure and stage. ProGovern is built to work across that range rather than within one slice of it.
Regulated financial services
Banks, mutuals and other APRA-regulated deposit-taking institutions, where governance sits under direct prudential scrutiny and the standard of evidence is set externally rather than internally.
Unlisted and mid-market
Large private and closely held businesses, including biotechnology, media and technology, where governance capability usually has to be built rather than inherited.
Not-for-profit and member organisations
Associations, mutuals and member-owned entities carrying the obligations of a regulated board without the resourcing of a listed one.
Boards in transition
Organisations preparing for a sale, a listing, a leadership change or a first formal board, where governance expectations rise faster than internal capability.
HOW ENGAGEMENTS ARE STRUCTURED
Appointed company secretary
A named company secretary accountable to the board, for organisations that need the role held rather than assisted.
Outsourced secretariat
The full function delivered externally: board and committee administration, statutory compliance, and the governance discipline expected of a well-run entity.
Interim and project
Cover during leave or an unplanned vacancy, or defined-scope work such as transaction and listing readiness, framework design and capability building.
NEXT / CONTACT
05 / CONTACT
Start a conversation.
Before you write
It helps to say what the board needs, whether the requirement is ongoing or for a defined period, and what timeframe you are working to. Enquiries are treated in confidence.
ProGovern. Melbourne, Victoria.
BACK TO TOP