08 December 2017 by Henry Ker
The group company secretary at Allied Irish Banks discusses the challenges of ‘scope-creep’, the importance of inspirational managers, and teamwork
It feels amazing – I am incredibly proud to have won and to have been recognised by peers that I hold a great level of respect for. It is a reflection of the strength of the team I have working alongside me and it has made a lot of hard work during a challenging year all that more worthwhile!
I ‘discovered’ the role of company secretary back in 2004 when I first started working in finance at Allied Irish Banks (AIB): someone took a chance and reached out to offer me a role on the team, based on what they had observed of me on the finance team.
Although I have changed roles a bit since my first years in company secretariat, I have never really looked back and there has always been a governance aspect to the positions I have held.
In 2007, I left company secretariat to work in other areas of the bank and externally before coming back as assistant company secretary in 2011. I was then appointed group company secretary in October 2016, having held the role of deputy for a short period. Perfect timing to start a new role as we faced an IPO [initial public offering]!
I found I had a natural affinity for, and have grown to really appreciate, the role of company secretary – it exposes you to a wide range of topics at the most senior level of the organisation and demands knowledge, high standards and resilience. I love the challenge and fast pace of it.
The variety and volume of activity and the demands of the role are challenging, although I generally see that positively, as it brings with it great experience and opportunity.
Our office’s remit spans many activities, including responsibility for overseeing compliance with Market Abuse Regulation, Irish and UK Listing Obligations; the various CBI, UK and EBA corporate governance requirements; board and committee governance; and subsidiary governance.
“The variety and volume of activity and the demands of the role are challenging, although I generally see that positively”
Managing ‘scope-creep’ is something I have found incredibly challenging, as, given our central role in the organisation, it can be an easy home for many activities.
Using your knowledge and position to support and advise colleagues across the organisation, while not taking direct ownership for activities, is crucial to ensuring you have time and capacity to perform your role to the standards required.
This remains a continuing challenge but I have found that regular and clear engagement and articulation of the department’s role and remit with colleagues has helped.
Given the nature of the secretariat, we are always working our way through many competing priorities, but regular check-ins to ensure our priorities are fully aligned with the board’s are always helpful.
I am proud of the team I have built up over the past year or so. My team has shown incredible dedication and hard work during a challenging year – culminating in our participation in the successful IPO, enhanced governance standards and the establishment of a new group holding company.
The IPO was a huge achievement for the organisation and our team was central to many aspects, from leading the financial position and prospects (FPP) procedures work stream, assessing the organisation’s risk and control environment, and helping the directors ensure procedures are in place to provide a reasonable basis for them to make ongoing, informed judgements on the FPP of the organisation.
We also supported the board through their many meetings to assess the IPO prospectus and related risk factors, updated the organisation’s internal governance documentation to ensure compliance with the applicable listing and other obligations, and generally ensured we were ready to operate in a listed environment.
This was all while ensuring compliance with the many varied regulatory and legislative requirements and business-as-usual activities that fall within the department’s remit. Without a strong team, my role would be impossible.
Two things are vital – finding a team with a leader that inspires you, and that you can learn from, while getting as much on-the-job experience as possible.
There is nothing like practical experience; to be a good company secretary you not only need to know the legal and regulatory aspects of your job, but you need to understand how to interpret and apply them appropriately within your organisation, how to advise your board and senior management, and how to engage with internal and external stakeholders.
“Two things are vital – finding a team with a leader that inspires you, while getting as much on-the-job experience as possible”
Strong communication and influencing skills are critical – although some of it comes naturally, being open to learning as much as you can and having the benefit of a good leader can help develop these skills.
I have been lucky to have had a number of great leaders over the years, not least former AIB company secretary David O’Callaghan, and have seen my skills, and my confidence, grow from strength to strength.
After a busy 2017, we have great plans for 2018 in seeking to further enhance the organisation’s governance framework to support and enable change, and, ultimately, to ensure we facilitate the organisation in delivering on its customer-first strategy.
Personally, I hope to work with my team and peers to raise the profile of the profession.
As we look towards 2018, I think the regulatory expectations of and focus on governance – and the role of the non-executive director in particular – is growing, and who better than the company secretary to seek to influence stakeholders on these topics.
As there will no doubt continue to be close scrutiny of governance and corporate culture, engagement by company secretaries as the crucial advisors and guardians of good governance standards is imperative.