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Pulling a rabbit out of the hat: optimising your governance resources and doing more with the same

It was the second Kuberno Juice Bar this week and our community of governance professionals looking to #RethinkCoSecs met up for a virtual smoothie and work out. As we know not everyone is an early morning gym fan, we thought we would write up some of what we covered so you don’t miss out.

So what is governance operations?

Byron Smith, former Global COO and Head of Corporate Governance and the Secretariat function at HSBC and one of our Kuberno associates kicked off the session with his explanation on governance operations. What’s it all about?

Governance operations is a response to the increasing pressure for Secretariat functions to improve productivity and cut costs. It’s a mindset when it comes to understanding the need to drive efficiency in the function and get better business outcomes.

Byron explained it as “the business processes and activities that enable operationally minded professionals to service stakeholders more effectively by applying business and technology best practices.” It is an approach we have seen work successfully in legal departments as they introduce technologies and look critically at how they deliver legal services more efficiently for their clients.

The governance operational model

An operational model is at the centre of governance operations. If you are looking to transform your function you will use a Target Operating Model to understand your desired end state.

The model Kuberno uses comprises six elements:

Process – core activities and functional scope of the Secretariat function. The way processes are determined, designed and delivered

People – organisational structures within functions, headcount, resourcing models, capabilities, location and everything the Secretariat function requires to optimise delivery for stakeholders.

Technology – digital and process automation to support Company Secretaries and Directors to execute their activities.

Knowledge – the standardization of professional information and accessibility for stakeholders

Culture - What are the culture and core values of your team and the business - are they aligned?

Insights - What data do you capture and how, and how do you use that to optimise delivery for stakeholders?

To create a TOM, you would deep dive into all these six elements, define a baseline and then a target state, which leads to a set of priorities for your Secretariat function. You do need capacity to look at this in a formal way and to build a coherent and consistent programme that delivers tangible business outcomes.

Why is a governance operational model important?

The very title of today’s Juice Bar! We are, as a community of governance professionals, increasingly being asked to justify our existence and to pull rabbits out of a hat. How can we magic up better delivery and performance out of thin air? It is about becoming more efficient. A TOM is therefore an important tool. It frames the role and purpose of the function with the stakeholder. It helps you manage scope and have boundary discussions. It helps you develop a business case to defend costs. It helps explain what you are doing and why in terms of strategic priorities and ensures the business has visibility over linear progressions. It you are able to develop a coherent governance operational model, it will deliver capacity, improve customer service quality and deliver a more efficient Company Secretarial service.

It’s not easy – and like all good long term business investments, you can’t just wave a magic wand!

There are roadblocks, which Byron referred to as the Five S’s:

Stakeholders – ensuring all stakeholders are bought into the scope

Staff – engagement throughout and finding change champions is key

Size – all functions are different in size and structure so you need to adapt TOM according to this

Silos – getting a grip on who is doing what

Sterling – approach to achieving funding can be competitive

Bryon reiterated the importance of having a story to pitch when it comes to all these roadblocks.

Work out time!

Armed with our new insights on governance operations and an approach to creating a TOM, we broke into express Governance Gym workouts to define and categorize our stakeholders, scope and prioritise resources, discuss and map out those roadblocks for four TOM components: Process, People, Technology, Knowledge.

This was a real chance for our community to get a hands on approach with design thinking, which is pivotal to the way our team works at Kuberno in our Governance Gym.

Feedback from our workouts included that there are crossovers and interdependence when it comes to all the areas of an operating model and that defining one will often support another. Don’t think of the elements as being isolated as whilst they have their own preference and priorities, making a story out of them all is important. But first and foremost maybe was the discovery that our community is already adopting an operational mindset and change is already afoot.


A great session ended on a final thought around governance operations and the need to embrace this as governance professionals who are leading the way. Developing a TOM is a way to bring solutions and activities together as Secretariat functions come under so much more scrutiny. A TOM will come in all shape and sizes – there is no one size fits all. The core components are a constant, but we need to adapt what each of these looks like according to the size, structure and ambition of the function. There are huge benefits to implementing a TOM, but recognising the risk and roadblocks and getting on top of those at an early stage a key to it being a success. Stay tuned on our LinkedIn page for the poll results which we will be sharing soon.

With thanks to our speakers and gym instructors for another great Juice Bar and Governance Gym yesterday morning. We’re looking forward to another meet up soon and who knows, in time, maybe a real live juice bar?

To contact one of the Kuberno team about running Governance Gym sessions for your organisation or more details around our Governance Operations consultancy, please email Jay Dodd at

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