Kuberno launched its Juice Bar🍊 this week when a gathering of over 40 representatives from the Company Secretariat community got together over a virtual smoothie to discuss how we promote the role of the Company Secretary.
The evolution of the Company Secretary 🧬
Our session kicked off with words from governance thought leader Nicholas Eldred who built upon his blog “The Importance of Being Company Secretary”, a piece which resonated with a global community of Company Secretaries who continue to struggle against misconceptions when it comes to their role.
Because the role of the Company Secretary remains misunderstood by Boardrooms, Executive functions and indeed, by the community itself. Often it is tagged on to the role of General Counsel as an afterthought, as Nicholas references in his article. Some have the perception that it is only administrative. Where does that perception come from? Its legacy may be in its beginnings going back some 100 years ago with those who were clerk to the governors or secretary to the Board where the focus was on taking minutes and ensuring meetings ran to time. But over the past 15/20 years, just as the role of General Counsel has evolved to become a valuable strategic partner to the business, so has the role of the Company Secretary.
Setting boundaries and building a team 🤼♀️
Nicholas pointed out that Company Secretaries have incredibly versatile skills. You need such skills for a seat at the top table. Company Secretaries are often the ones to make things happen and get projects done. They are often the individuals who truly understand things on the Company level. The result? That sometimes additional responsibilities are thrown our way, from risk to audit to insurance to operations. So many opportunities! It’s great…or is it?
Well potentially not. If we take on too much we can spread ourselves too thin and jeopardise doing work in the areas that deliver real strategic value to the business. When the role of the Company Secretary is done properly, this is more than a full-time role. So there is a need to set firm boundaries around what can be done and ensure there is team support to balance advisory work with company administration, which is of course, a fundamental part of the role.
Language matters 🔊
Does the title Company Secretary play a part in misconceptions? We discussed not getting hung up on job title. The most important reference in the job title is that of “Company.” The role is to look after the Company. And it is up to the individual to give themselves authority, to assume the role, and to harness any opportunity to deliver strategic value on the Company level. Because the position of a Company Secretary is such a privilege. Few in an organisation have this umbrella view. There is a huge opportunity to leverage this and build stakeholder relationships around it.
Governance hot potato 🥔
Zoe brought up what is known as the “governance hot potato.” Who should be responsible for good governance? It’s a complex subject. Nicholas put forward that Company Secretariat has to be at the forefront of promoting good governance, supported by others such as the Director of Risk and Compliance. All these functions should be pulling together to make sure the organisation embeds a culture of good governance to get business results. We need to redefine governance so it becomes seen as a positive, not negative and bound up in bureaucracy. Whilst Company Secretaries should not be solely responsible, we should be at the heart of this, taking a lead on driving change. In fact, could the governance hot potato represent a huge opportunity for the Company Secretary, a way to show additional value?
Break out take-aways 🥡
In break out sessions, we then discussed a number of themes. Who is responsible for providing strategic advice on governance in a company? How do we ensure effectiveness in the Board room? Does the title Company Secretary hinder the perception of the role?
Key take-aways included the fact that culture is key when it comes to the importance of governance; that Company Secretaries need to do more self-promotion and shine a light on the value they provide; and the importance of building partnerships when it comes to good governance. We ended on some polls around these themes – stay tuned for the final votes on those, coming to a LinkedIn page near you soon….
This morning simply lit the fire of what we hope at Kuberno will become a movement within our community to ensure the role Company Secretary is truly visible. We need to develop our skills, work closely with stakeholders, and not do ourselves down. For there is huge need for those in the most senior positions at the top of the Company, to work with an engaged, discrete, confidential Company Secretary. But we can only elevate ourselves into this position if we create the time to do it. As Nicholas said, “Nobody ever told me what kind of Company Secretary I should be.” So, it’s up to us to rethink and redefine our roles.