Tag Archives: director duties


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 seamus@valuelapha.com, and on +44 (0)7739 088208


How to succeed as a top company secretary (at a relatively young age!) Or, putting out fires, not fanning the flames

Peter Speirs is one of the youngest Company Secretaries in the UK FTSE100.  His company – Hikma Pharmaceuticals, a (Jordanian) family-owned enterprise – develops, manufactures and markets a broad range of branded and non-branded generic pharmaceutical products.

Peter was the guest speaker at the September dinner of the Leadership Development Programme.  What lessons was Peter able to offer about how to become, and succeed as, a top company secretary?

Peter’s first observation was refreshingly candid – he had enjoyed his fair share of luck, through becoming a Deputy Company Secretary at a company whose business model was eventually to propel it into the top tier of UK listed companies. (Although, as Gary Player, the top golfer, reportedly said, ‘The harder you practice, the luckier you get.’)

Peter’s subsequent reflections offer hope to the ambitious company secretary:

  1. Technical skills are not that important.  Boards don’t care about your experience and knowledge – all they want is excellent advice.
  2. A board will take a punt about their governance adviser – does this person fit our culture, and the way we do things?
  3. You need to be able to deal with – and advise – senior directors.  This means hearing the sound of your own voice with confidence.  ‘Fake it till you make it’.
  4. Saying less is more.  Traditional company secretaries feel the need to offer comprehensive advice.  That is NOT the way directors operate.   All they want to know is what matters
  5. Discretion and tact are everything.  Soft skills are everything. Emotional skills are everything.  You are dealing with people with egos – big time – and challenging them poorly could be fatal
  6. The biggest learning of the evening.  NEVER, EVER say “this is on fire”.  The Company Secretary is there to put out fires, not fan the flames.
  7. The guiding principle – ‘what does my boss want?’  Within the parameters of high-quality governance, this is the ONLY thing that matters.  What does my Chair want?  What does my line manager (CEO, CFO) want?  How can I make their lives easier? What is the one-line advice that helps them?
  8. Again within the parameters of high-quality governance, do anything you’re asked to do.  Secretaryship means service.  If you don’t want to serve, don’t become a (company) secretary
  9. (Another big one.)  Be seen as the solutions – rather than problems – provider
  10. Be able to get on with others – or choose a new career

[Subsequent edit by Seamus. I thought I’d clarify points 1 and 7, because my journalistic style might give the wrong impression of what was meant here, and some colleagues have made useful points which are worth reflecting. So I’ve left the post in its original form and offer the following additional commentary.

On point 1, Peter was making clear that for a company secretary operating at that level in that big a company, there is an expectation by the board that the individual will already have all the necessary technical skills, experience and knowledge, and that that is how he or she secured the role. What the board then wants is the value-add – excellent advice. As Eric Sanders FCIS has commented in a discussion on the blog from another LinkedIn site, ‘You have to have the technical knowledge and experience, but delivery and timing are everything.’

(It’s a similar situation with non-Execs – to have got onto the board in the first place they will have been through a rigorous selection process in terms of evidencing their skills, knowledge, experience and independence. Once appointed, however, the board doesn’t concern itself with the person’s qualifications but looks to them for their value-add, comfortable that the constructive challenge and oversight is based on those criteria of skills, knowledge, experience and independence.)

On point 7, the qualification ‘within the parameters of high-quality governance’ is critical, and is repeated in point 8.  Again, this is shorthand for the company secretary already knowing what is, and is not, possible/legal/ethical etc.. His or her job is then, within those parameters, to help the board achieve its objectives.  The company secretary is a principal officer of the company, and will always be the first to point out that directors’ fiduciary duty is to act in the interests of the entity.]


Cracking the Corporate Culture Conundrum

The UK Financial Reporting Council (FRC) has just released its much-anticipated report – Corporate Culture and the Role of Boards. Described by the FT as ‘good stuff’, it is a valuable summary of a year-long project capturing the views of market practitioners on the ‘increasing importance which corporate culture plays in delivering long-term business and economic success’. In the Foreword, the Chair of the FRC, Sir Win Bischoff, states that ‘strong governance underpins a healthy culture’, which ‘both protects and generates value’.

The report is 66 pages long.  Set out below are some key take-aways which company secretaries may wish to consider in advising their board on how the company measures up, and next steps.

1. The board needs to agree its role in shaping, embedding and overseeing culture.  Control and command is no longer an appropriate strategy.

2. Boards should devote sufficient resource to evaluating culture and consider how they report on it. Key Performance Indicators need to take greater account of intangibles such as brand and reputation – this is where corporate value increasingly lies.

3. Strong operational performance underpinned by a weak culture creates a strategic dilemma – can the value creation process, and the company itself, survive in the longer-term?

4.Succession planning for, and the appointment of, the CEO is critical – they have the principal responsibility for driving culture in the company.

5. Boards must hold the executive to account where they find misalignment with company purpose and values.

6. Allowing non-executive directors access to the business – ‘line of sight’ – is critical. Though ‘orchestrated royal visits’ have limited value.

7. Consider the level of trust the company enjoys across its wider stakeholder landscape and not just among its investor base. And realise that stakeholders are always looking at the board, the directors and the executive, and how they behave.  The ‘say/do’ ratio of these organisational leaders is what really matters.

8. Despite the emphasis on ‘culture, values and behaviours’, ‘policies, processes and systems’ still have their place.  A good whistleblowing policy, a well-enforced Code of Conduct and a ‘trusted and independent company secretary’ are examples of good practice.

9. The contributions of other functions – HR, internal audit, ethics, compliance and risk – should be strengthened in terms of their ‘voice in the boardroom’.

10. Essentially, culture is about people, and boards should feel comfortable about setting values.  These values should be reviewed periodically and, if necessary, finessed – nothing stands still for ever, and values may need to reflect changed organisational circumstances.

Many of the report’s observations will be considered common sense, but that doesn’t make them easy to implement – we all know the next incident of corporate value destruction is just around the corner.

As the person who led the steering group which produced the FRC’s Guidance on Board Effectiveness – the document on which this review and report is based – I am pleased that many of the FRC’s observations are covered in that publication (though further refinement will now be made).

As the Guidance – and this recent report – make clear, cracking the corporate culture conundrum boils down to two important words – Governance Leadership.