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Company Secretarial: the engine driving the governance agenda

Company Secretarial: the engine driving the governance agenda

The unique perspective of the company secretary, as well as their critical evolving role and ability to shape board agendas, were central themes at the 2018 Scottish conference of The Governance Institute (ICSA).

Over 100 delegates from across Scotland’s business community gathered in Edinburgh for the event on May 23rd, which was organised by leading law firm Burness Paull LLP at its Edinburgh office and chaired by its Head of Company Secretarial Services, Gary Gray.

Headline speaker Malcolm Wood, Group Company Secretary of Lloyds Banking Group, highlighted the unique and unusual privilege which company secretaries have in their “helicopter view” of an organisation, and acting as a crucial bridge between the executives and the board.  He likened the company secretary to the “engine” of the board - essential for the board to function and trusted to work perfectly at all times.  The unique position in the organisation makes it possible for the secretary to have a key role in promoting good governance, which creates value by enhancing reputation, reducing risk and promoting better decision making.

Nicola Megaw, Chief Legal Officer and Group Company Secretary of Nucleus Financial Group, generated much discussion with her take on diversity and inclusion, challenging the group to think about cognitive diversity and a wide range of issues below the waterline of visibility, like mental health, and social mobility, alongside the much discussed gender and ethnicity.  She focused in particular on how Nucleus is taking forward this agenda.  The Nucleus story was inspiring to many of the delegates, in terms of how they have approached the achievement of diversity as the outcome through a real focus on inclusion.  Nucleus encourages everyone to speak up, to collaborate, and to be authentic and human, bringing their whole self to work.  Targets and a commitment from the top are key at Nucleus, as is the pace of change to push forward the diversity and inclusion agenda as Nucleus continues to build its high performance culture.

A focus on board performance by Sheelagh Duffield, director of Savendie and former Group Company Secretary and General Counsel at Miller Group and ScottishPower, highlighted the role of the company secretary in framing the board agenda and asking whether the board is discussing the right matters.  She said company secretaries were “the best observers of boards”, and should use their influencing skills to add true value to an organisation - particularly where they have built strong relationships with the directors. 

David Clarke of Lloyds Banking Group encouraged delegates to play their part in challenging the annual report and accounts, in terms of length, content and format, arguing that in general “these documents are becoming more challenging to navigate and are not effectively serving their multiple user groups”.  Sam Moore, Legal Technologist at Burness Paull, gave a thought-provoking review of how technology is shaping the future work of company secretaries, and how document automation, AI and security features all have “the ability to impact and improve quality of work, rather than replacing people”. 

The changing role for company secretaries was also highlighted by John Heaton, President of ICSA, who underlined the much wider-ranging responsibilities they now hold, while Simon Osborne, Chief Executive of ICSA, agreed and said there had never been a better time to be a company secretary.

The next major event for governance professionals will see over 60 expert speakers presenting at the ICSA annual conference, which will take place at the ExCeL centre in London on 10-11 July 2018.

by Walter Clark
Partner

Burness admin