What future for the world’s most respected governance Code?

It’s reasonable to consider the UK Corporate Governance Code the most widely-respected governance guidance in the world. It receives a strong run for its money from South Africa’s King I, II, III and IV but, for a variety of reasons, the UK Code is pre-eminent. Many Codes around the world have used the UK Code as a template for creating their own governance framework and, while the UK Code addresses a number of specific UK issues which are simply not relevant to organisations in other jurisdictions, it remains the global exemplar of ‘what good looks like’.

So the fact that the Financial Reporting Council (FRC) – the Code’s owner – has decided to revise the current document is creating interest internationally, as well as closer to home. There have been a number of revisions of the Code in the past, but it feels like we are at an inflection point, and that there is much at stake in terms of how the Code might now change.

David Styles, the Director of Corporate Governance at the FRC, and the person who will ‘hold the pen’ in redrafting the document, spoke to the Leadership Development Programme* this week on how he saw things panning out.

He explained that the FRC had announced, in February, not just a revision to the Code, but a fundamental review – taking account of the FRC’s work on corporate culture and succession planning, and issues raised in two important and high-profile consultations – one by the UK Government, the other by the UK Parliament. The FRC will then consult on changes to the Code, an exercise expected to take place in Autumn 2017.

David added that work will also be undertaken to review supporting Guidance, particularly the influential and respected FRC publication, the Guidance on Board Effectiveness (which I produced for the FRC when I was Policy Director at the Institute of Chartered Secretaries and Administrators).

David’s excellent presentation, and the conversation which followed, made clear the importance of the key question – ‘who is the Code for?’ The answer is that it has become the cornerstone for many governance-focused stakeholders – companies, investors, proxy advisers, and the many other organisations (public sector, not-for-profit etc.) who refer to it as a source of good-practice guidance.

Which makes finding a ‘silver bullet’ – which will transform the Code into a document which works for everyone – a challenge I am happy to leave to other governance professionals.

But for me, the enduring appeal of the Code is that, for the past 25 years, it has provided a framework for helping boards and directors become more effective. The Code has not been able to prevent a number of cases of corporate value destruction (though it might have, had its provisions been observed by the companies which failed), and nor can the Code, on its own, resolve some difficult public policy issues, including the thorny problem of executive remuneration. But one thing is clear – the existence of the Code has helped make the world a better place. We should acknowledge the benefits it has brought, and be willing to work to make it fit-for-purpose for the next 25 years.

*Leadership Development Programme

Would you like to become a more effective, and successful, company secretary? Through a series of coaching and mentoring interventions, and networking dinners, the Programme helps board-focused professionals develop the soft skills required to perform at the top level.

If you would like to join the Programme, or are interested in attending the next dinner, please contact Seamus Gillen at, and on +44 (0)7739 088208.

For one attendee’s comments on this week’s dinner, click here.

indispensable logo

From invisible to indispensable – the company secretary’s challenge

How can company secretaries transition from being invisible to becoming indispensable? This was the question posed by Claire Davies, Group Secretary at Barclays, speaking to a group of company secretaries and governance professionals at the most recent Leadership Development Programme dinner.

As one of the UK’s most experienced company secretaries – in a career encompassing the top roles at Legal & General, Lloyds Bank, The Co-op Group and now Barclays – Claire’s reflections offered valuable insights for those looking to ‘move to the next level’ and, for the truly ambitious, the top jobs:

  • focus on acquiring skills rather than attempting to define a future career path – if you achieve the first, the second will fall into place
  • convert experience into expertise – if you’ve acquired skills, as a result of managing a project or a corporate action, for example, you will already have more knowledge than colleagues when your next employer wants to do something similar. By the time you’ve delivered a project for a second time, you will be an expert and will be sought out, and become sought after
  • never pass up an opportunity – the most scaring opportunities can become the biggest springboards for advancement (as Richard Branson said – If somebody offers you an amazing opportunity but you are not sure you can do it, say yes then learn how to do it later! A ‘fake it till you make it’ philosophy discussed at a previous Programme dinner – a common theme for company secretaries!)
  • don’t hide behind a desk; being visible - interacting with senior management, and directors, and sitting around a board table – is a great education; it also helps develop one of the great company secretary skills - being able to see things others don’t or can’t
  • while you may be the most junior person in the (board)room, your job is of the highest importance; directors will look to you for advice, be ready to give it
  • offer a bespoke service and develop a relationship with the NEDs so that they want you in the bunker with them
  • it is genuinely lonely at the top for the Chairman, for other board directors, and for senior executives – seek to become a confidante and a wise counsellor
  • boards don’t care about the rules, even if you do – all they want to know is what they need to do
  • NEDs don’t like flapping – remain calm
  • adversity builds boards – recognise this, embrace crisis
  • don’t take things personally; business is business – build personal resilience
  • know what good looks like (and, by definition, what good doesn’t look like)
  • be you – do things your way, with integrity
  • recognise ambiguity and be flexible - solutions don’t follow straight lines
  • find your voice and use it sparingly – know when to speak and when to stay quiet

Two of Claire’s messages had a time aspect. The first was that 5-year career plans are a waste of time – move with the flow and be open to what may come your way. The second was that the top roles require 24/7/365 commitment, and that it is better not to go for them if you are not prepared to acknowledge, and deliver, that reality.

The insights generated by Claire’s career offer a powerful route-map for the company secretary who wants to become indispensable. Which points carry the most resonance for you?

Leadership Development Programme

Would you like to become a more effective, and successful, company secretary? Through a series of coaching and mentoring interventions, and networking dinners, the Programme helps board-focused professionals develop the soft skills required to perform at the top level.

If you would like to join the Programme, or are interested in attending the next dinner, please contact Seamus Gillen at, and on +44 (0)7739 088208


Company secretaries must learn to put themselves first!

This was one of the themes that emerged as Penny Thomas, Company Secretary at Shaftesbury PLC, spoke at the latest networking dinner of the Leadership Development Programme for Company Secretaries. 

Company secretaries putting themselves first is not a message we often hear, or are prepared to promote. The term company secretary derives from the concept of the ‘keeper of the organisation’s secrets’. The term also suggests ‘service’. As company secretaries we are used to serving others – the board, the directors and the Executive. The task requires humility – being prepared sometimes (often?) to stay in the background.

Yet, as Penny pointed out, the governance function is now recognised as business-critical – a familiar argument to dinner attendees from a range of corporate, NHS and public sector backgrounds.

Becoming a trusted adviser to the board, and particularly the Chair, placed the company secretary in a position of strategic importance – with a line of sight into the business, and ears to the ground, we were a natural choice for becoming a ‘go to’ confidant, or counsellor, participating in the conversations that mattered. We needed to recognise this importance, and push ourselves forward.

More than this, perhaps more than becoming a trusted adviser to the board, we needed to become a central player in the executive team, displaying a deep understanding of the business, commercial nous, political awareness, management acumen, and LEADERSHIP.

This required an ability to put our interests at least equal to those of our executive colleagues and, sometimes, first. Our executive colleagues never hesitated to promote their own interests and, as company secretaries, we had put up with that. We needed to change our approach and, contrary to the way we often behaved, make ourselves available to the activities, and opportunities, which would allow us to advance our careers.

The quote in the caption to this article comes from Lisa Haisha, a counsellor in the US who works to help people “show up” in their lives – personally, professionally, and passionately.  ‘Great leaders don’t set out to be a leader, they set out to make a difference. It’s never about the role, always about the goal’. As company secretaries we need to have the governance vision for our organisation, and then ‘make the difference’. Sometime that will mean standing up for who we are, articulating what we stand for – “showing up”.  Sometimes it will be about the role, as well as the goal. Sometimes it will mean being prepared to put ourselves first.

Do you agree? 

Would you like to become your board’s governance adviser? And a central player in the executive team? Through a series of coaching and mentoring interventions, and networking dinners, the Leadership Development Programme helps company secretaries – and other board-related professionals – develop the soft skills required to perform at the top level.

If you would like to join the Programme, or are interested in attending the next dinner, please contact Seamus Gillen at, and on +44 (0)7739 088208