Govern from the top

Is governance a good thing? Not particularly. It’s one of those words that sounds impressive but is no more so than management or strategy. All three need to be effective if they are to have any value and it is not always the case. During my career I have been involved in both the private and public sector, and although one should not generalise there can be a tendency, particularly in 'non-commercial' organisations such as local authorities, colleges and academies, to prima facie satisfy the policy/procedural aspects such as Declaration of Interest Forms, Code of Ethics, Remuneration Committees, Whistleblowing Policies, etc. without actually embedding a culture of effective governance. In fact it is establishing the culture not simply compliance which is the important part.

In the last century (well we’re all getting older) I was a director and group company secretary of a listed company and solely responsible for all aspects of compliance and governance.  I put all of the required policies, procedures and forms in place and the directors willingly signed up to them but they were focused on the business. The acid test for anything that might be remotely dodgy was to ask 'will the company secretary let us do it' - if not it was accepted that it must be dropped. I am sure that in those days, before governance and compliance took on a life of their own, many other company secretaries were in a similar position. I would argue that in my company there was effective governance - the directors acted transparently, fairly and responsibly and managers were encouraged to take decisions without being afraid of making mistakes. In short, compliance in substance rather than form.

Alan Theakston FCIS is a Director of ICSA Software and IBAL and a Trustee of the Chartered Secretaries Charitable Trust. Alan began his company secretarial career at Ropner PLC, and subsequently took a range of governance roles in the corporate and education sectors. Alan has served ICSA in many ways, including as UK and International President and by participating in the Education, Public Practice and Oversight Committees.

The second period of my career has been mainly in the public sector. Here the role is often reversed with emphasis on being able to give evidence of compliance with regulations and guidance rather than embedding a change of culture. It is also easy to get the impression that, despite the remuneration, selection and numerous other committees and working parties, there is not the accountability that there is in the PLCs. This can result in poor governance. The relatively new academy sector is a prime example where, as evidenced by several high profile cases, the governing bodies have been found wanting.

If I were to give advice to someone coming into the company secretarial profession I would emphasise that not everyone can be a leader but everyone can make a difference. Don't leave ideas and suggestions to others.  I would also recommend that they take seriously the aphorism “the fish rots from the head” when they achieve leadership status.  Good governance can only thrive if it is established from the top. A capable, energetic, honest and decisive leader who builds an enthusiastic, motivated team of people who are not afraid to challenge will create a culture of true effective governance.

I would also underline the importance of keeping accurate and detailed records. Very few of us actually enjoy writing minutes and it is more than likely that, once signed, they will never be read again but it is when things go wrong and they are needed for evidence that they can assume great importance.

My final piece of advice would be, of course, get involved with ICSA. Being a company secretary or equivalent can be a lonely role, particularly if you live in the sticks like me. Meeting fellow professionals online or in person at events, training sessions or even group meetings can be helpful in so many ways. Also, if you have the time to spare, being Branch Chair or joining a committee is a really useful way of widening your skill set. I never thought forty years ago when I was struggling with the economics module (17 exams in those days) that ICSA would play such an important part of my life but it has been worth every minute.

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