The breadth and majesty of the company secretary

“If you can keep your head, when all about you

Are losing theirs and blaming it on you.”– Rudyard Kipling

Last week, I was at a meeting of the Next Generation NED Network which was addressed by Professor Andrew Kakabadse, following up on his report for ICSA – The Company Secretary: Building trust through governance. Once again, Andrew held the room spellbound. Although I have read the report a number of times, it is always interesting to hear the various points drawn out. Hearing Andrew place the conclusions in context with his other research into the workings of corporate boards, and listening to the questions asked by attendees, I was struck by a couple of thoughts.

Andrew said that the initial reaction of the Henley team, when approached, was to think 'why look at the company secretary?' – they had not considered this. Obviously they overlooked the glamour, charm, wit and wisdom which I would have thought made studying the company secretary a no-brainer. Perhaps we are our own worst enemies in that so much of what we do is in the background and perfection is expected. We make it look effortless. One delegate made the point that if everything goes smoothly, no-one thanks you, but if the lunch is late the company secretary will be blamed. Andrew originally subtitled his research 'the breadth and majesty of the role of the company secretary' which we fought shy of using as a title for the report as it felt a little vainglorious. Andrew pointed out, however, that majesty describes calmness and serenity under pressure. A swan looks very serene, gliding across a lake, but below the water its legs are paddling like crazy, and in a sense this is what we do.

Andrew refers to a similar skill as ‘quiet resilience’ – the ability to see the ethical and governance aspects of any situation and persuade others to that view. That does not mean that the job of the company secretary is to act as the ‘business prevention office’ but rather, as one chairman described to Andrew, it is 'to keep me out of jail'. This must be done in a constructive way – not a ‘computer says no’ approach, but rather one that always reminds me of Sir Humphrey in the TV show ‘Yes Minister’ saying 'Are you sure that’s wise, Minister?' Where directors are at risk of taking a decision that Sir Humphrey might have described as ‘courageous’, it is the role of the company secretary to tell them so. Andrew gave a couple of examples where the situation had become so difficult that the company secretary felt it necessary to resign, but surely far more telling is the overwhelming majority of cases where this is not necessary: where that quiet word in the right ear(s) at the right time has done the trick.

How does the company secretary add value for non-executive directors? Quite simply by being their ‘wise and trusted friend’ – supporting their induction and ongoing training process; ensuring that they get the information they need in order to do their job; and oiling the wheels of the board through intelligent application of their capabilities. How does a company secretary develop these capabilities? The ICSA Qualification Scheme (CSQS) is a start, providing a very good grounding in the technical aspects of the role. The softer, ‘social’ skills will be developed by a company secretary as their role changes throughout their career, supported by ongoing CPD and building a network of mentors.

Get your copy of the Henley Report, and see Professor Kakabadse discussing his work with ICSA, here.

Peter Swabey is Policy and Research Director at ICSA: The Governance Institute

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