04 July 2019 by Sonia Sharma
Karina Bye FCIS talks to Governance and Compliance about her avenue into the profession, the impact that technology has had and what she imagines the future boardroom will look like
After 15 years at Invesco, where Karina Bye FCIS had progressed from an Investment Trust Company Secretary to Head of Company Secretarial for EMEA, she joined Aviva in 2017. In her current role as Company Secretary of UK Insurance at Aviva, she leads the UK Insurance and Life & Pensions Company Secretarial and Global Entity Governance teams in the provision of Corporate Governance services to Aviva’s General Insurance, Life & Pensions, and Digital businesses.
Specialising in subsidiary governance, particularly subsidiaries operating in a highly regulated financial services environment, Karina is a leader and is passionate about what she can contribute to developing the next generation of governance professionals.
When I was in my final year at university, I found a part-time job in a Company Formation Agency. It was a lovely place to work and, as it was a small independent business, I was involved in every step of the formation of limited companies and the provision of services to maintain statutory registers. What I didn’t realise at the time was that I was learning some of the fundamentals of the Company Secretarial profession. I did some research and discovered that I could build on the skills I had learnt as a Formation Agent and the BSc in Business and Economics I had achieved to embark on an actual career. Like many company secretaries of my generation, the role found me.
What continues to draw me to the role is the sheer variety of the CoSec remit; the amazing people I have the privilege of working with and that there is something in it for everyone.
The core aspects of my current role are leadership and corporate governance.
As a leader, I am responsible for leading a team of company secretaries providing company secretarial and corporate governance services to Aviva’s General Insurance, Life & Pensions and Digital businesses. I am particularly passionate about being a leader and the development of every member of my team because I feel a personal responsibility for doing my piece to ensure that the generations of corporate governance professionals behind me have even greater opportunities than I have had to date and continue to have.
Aviva is a highly regulated group of financial services entities providing 33 million customers with a range of insurance and savings products to help protect what is important to them and save for their future. At Aviva, we help our customers defy uncertainty. Our boards take this responsibility very seriously and one of the core aspects of my role as company secretary is to ensure that they have the right information, at the right time to make the right decisions to help our customers defy uncertainty.
Ironically, I may have had Insurance on my “what do I want to do when I grow up” list from when I was very young because my Dad worked for a Friendly Society. I like the complexities of a regulated environment and 15 years in Investment management left me in no doubt that my next role would be somewhere in financial services.
Aviva and I found each other at a time when I was starting to think about what was coming next and Aviva was looking for someone externally to take on a new leadership role. For me, outside of the desire to work in financial services, the right culture and people are the two strongest factors that draw me to an organisation. I felt that Aviva had a customer-centric culture and wanted to do the right thing by their stakeholders, and that the people I met throughout the interview process were authentic and passionate about what they did. Thankfully, Aviva felt I was the right person for the role. The rest is, of course, history. Insurance has become something that I am passionate about.
In general, I think it is good. The insurance sector is not considered to be one of the most trusted of industries. Most of us need insurance, whether it be for our car, house or both. Many of us have life insurance to protect our loved ones should anything happen to us. There seems to be a perception that the default option for insurance companies is not to pay out claims, or that the list of questions asked ahead of obtaining a quotation is designed to avoid paying out a claim should it arise. In my experience at Aviva, that is simply not true. In fact, a significant amount of work has gone in to simplifying the quotation process and in 2018, Aviva paid out one claim every four seconds, which equates to 98% of claims received. Striving to ensure the best outcome for customers is key for all insurance companies and, as a Company Secretary at Aviva, aligned to what I see in our board rooms. Robust governance processes play a key role in improving engagement with our customers and – to quote the Wates Principles – to ultimately building trust.
Our boards take governance very seriously, and having been in boardrooms for over 20 years, I’ve seen a significant uplift in the importance of corporate governance on an agenda - both inside and outside the boardroom.
My speciality is subsidiary governance. Earlier in my career, justifying to a board why independent directors can add value could be a challenge. Robust governance and independent challenge is better recognised and understood now so I haven’t come across this challenge recently. What continues to be challenging is trying to ensure that a boardroom agenda is balanced, between strategic discussions, compliance and governance. Sometimes agendas can be heavily weighted towards compliance and governance related matters and not enough time is dedicated to matters of a more strategic nature.
The schedule of matters reserved for the Board only ever seems to broaden and sometimes I wonder whether non-executive directors feel they step into executive territory to fulfil their remit. As a company secretary, I act as a trusted adviser and help directors navigate through their role in order to ensure that they are comfortable that they are taking all reasonable steps to exercise their statutory duties as a director. This can be challenging from time to time, but equally very rewarding.
Go for it. Whatever the governance role is – corporate, sport, not-for-profit, NHS – it is a thoroughly rewarding role. Personally, when value add decisions are made and I have been instrumental in ensuring that the right people have the right information to make those decisions, I find that hugely rewarding.
I would encourage all company secretaries and governance professionals, not only those starting out in their careers, to do their bit to further enhance the image and profile of the profession both within their own organisations and the wider industry. I feel that, for a variety of reasons – corporate failures being one – corporate governance is now receiving the greater focus it deserves. As a result, other professions are starting to specialise in aspects of governance. As corporate governance professionals, I feel that we need to work hard and be proactive to ensure that we continue to deliver the right outcomes and provide the best guidance and therefore continue to be the natural ‘go-to’ people for excellence in this area.
I can envisage companies appointing corporate governance directors or executives that are responsible for corporate governance, but we want people to naturally turn to company secretaries to do that. However, I’m not sure if they will unless we do even more to promote and build the profile of our profession.
I also think we should be proactive and, if possible, disruptive around remaining relevant in a rapidly changing work environment. For example, in areas of industry where the traditional role of company secretary might not be legally required. Surely, every effective organisation needs robust governance, so how do we ensure that our profession is the one naturally turned to for the expertise? Food for thought – how do we provide corporate governance support to less traditional businesses, such as those operating in the gig economy?
Technology has changed things for the better. On the whole it has been a good thing because it has freed us up to do some of the things that only humans can do. Certainly some of the things that I do now as a more senior company secretary revolve around engagement and that’s something a system or database cannot do. Nobody in my team has to worry about how much time it is going to take to photocopy board packs because everything is stored and accessed electronically. They don’t have to worry about how quickly they can get a board paper to directors securely without using email. It has helped enormously, but I don’t think in the last few years technology has changed much or been particularly disruptive, I think it can go further. We should embrace it and do what we can to use technology to our advantage but if we are going to do that, we as company secretaries have to continually find ways in which our human skills are relevant and continue to be relevant. We have to constantly monitor the environment around us and keep as up to date as possible. As a company secretary, I think about my role with the boards using three Cs: Conduit, Confidant and Councillor, skills that don’t necessarily rely on a technological solution.
For those boardrooms using tablet versions of board papers and have managed to eradicate pieces of paper in the boardroom have, on the whole, seen improvements in boardroom governance. I’m not sure that the boardroom technology has been particularly disruptive, or that there have been many changes in the last few years, but technology has helped to reduce the administrative burden of the company secretarial team (and saved a fair few trees in the process). I do think that data analytics helps to provide boards with more accurate and meaningful information in board papers, both qualitative and quantitative in nature. This can clearly assist decision making. Having said that, there is so much information available, creating a balance between not enough and too much information can be challenging. In the Insurance industry in general, providing technical solutions to the end to end customer journey is improving greatly. Data analytics is helping us to provide quotations for policies and processing claims in simpler and more efficient ways. At Aviva, we try to use a combination of technology and our expertise to try and prevent bad things from happening to our customers in the first place.
Technology is such an important part of business today, and it changes rapidly. With threats from cyber crime thrown into the pot, many boards are reviewing their balance of skills and concluding that they fall short when it comes to recent and relevant technological experience. This can impact the boardroom. It can be difficult to find directors who have both the required technological experience and coverage of the broader responsibilities of a directorship. One solution is to use external advisers to provide independent challenge and/or assurance as and when required.
The future composition of the board will be more reflective of society and therefore more diverse. This goes beyond the appointment of directors. I think this is the responsibility of companies to ensure that the executive ranks are diverse and therefore produce candidates for directorships that have the requisite knowledge, skills and experience to carry out the role effectively. Within the Aviva UK Life and Pensions, General Insurance and Digital businesses that my team supports, the three top entities are all chaired by women, so I have seen first-hand how the dynamic in a board room benefits from diversity.
I envision technology making a greater contribution to the boardroom. We are automating more manual processes within our organisations, and are using data analytics to enhance reporting throughout, including in the boardroom. I envisage technology helping to create a better balance on board agendas between matters of ‘compliance’ with discussions around strategic direction. Strategic direction is where boards, as a group of human beings, can add the most value and have the best impact on the success of an organisation. I don’t think future boards will end up entirely made up of robots or that artificial intelligence will drive all decision-making. I do think that we can use technology to ensure that directors can focus their attention on the human elements of the role. I’d like the future board to be a less burdened, group of people who are able to talk about the customer, because every boardroom has a customer in some guise. It is up to them to understand every one of the customers on their books.