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April 2015 - monthly update

13 March 2015

Residential Company Secretary Programme - read more

This summer, ICSA is running a training programme designed to enable company secretaries to understand the strategic factors driving their business performance agenda, their changing role and the behaviour required of them.


North West branch holds crisis management event

If company secretaries are to add value to their organisations at times of crisis, they must ask boards tough questions. This was the message of the North West branch event, held in Manchester on 23 February.

Claire Davies, Group Secretary at the Co-operative Group and Rob Bellhouse, former company secretary at Lonmin PLC, addressed governance professionals at the event, and underlined the importance of company secretaries working with –rather than for – the board during times of crisis.

Addressing the attendees, Claire said: ‘The company secretary adds value during a crisis by being able to navigate through icebergs when everyone else is just seeing the top layer. Things always get worse before they get better and it is up to you to judge what lies below the surface and to work out what needs to be dealt with today and what can wait. Company secretaries are in the thick of it; they need to be able to help the board spend its time on the right things while not compromising the business as a whole.’

Rob Bellhouse shared similar experiences of the challenges he faced at Lonmin when dealing with the Marikana mining crisis. On the topic of crises, he said the role of the company secretary is ‘mostly instinctive; no training can really prepare you. You add value by maintaining good governance, by solving problems in order to keep things moving, by seeing the bigger picture and by doing the right things in the right way for the right reasons.’

Residential Company Secretary Programme

This summer, ICSA is running a unique four-day training programme designed to enable company secretaries to understand the strategic factors driving their business performance agenda, their changing role and the behaviour required of them. The programme will also equip attendees with the capability to lead and influence boardroom behaviour. Set in the impressive surroundings of Wotton House in Surrey, participants will have the chance to network and learn from their peers, as well as have exclusive access to the programme director and speakers.

For more information, email our training team on training@icsa.org.uk
or call +44 (0)20 7612 7044

Policy Update events

Policy Updates are your chance to hear from ICSA experts on what is coming up on the legal and regulatory horizon. The first of the quarterly events will take place on 24 March and will cover a range of topics. The session offers a concise way to plan for what is ahead, exchange ideas on best practice and network with peers. The session taking place in March will cover the UK implementation of the Audit Directive, Investor Stewardship and the Register of Persons with Significant Control and associated guidance. Registration begins at  8.15am and the presentations finish at 9.30am.

For more information visit icsa.org.uk/events

Benefits of good governance

Last month, Simon Osborne, Chief Executive of ICSA, addressed business students and other guests at Jersey Business School about the value of good governance, the importance of transparency and disclosure, and the distinction between governance and management.

He said that ‘good governance can help support corporate value by reducing losses and inefficiencies, saving board time and improving the decision-making process’, and outlined the
ten essential components of good governance.         

Simon also addressed governance hot topics such as remuneration, cyber risk, social media risk, boardroom diversity, risk management and ethics; stressing that effective governance is only possible if appropriate boardroom behaviour is in evidence.

The ICSA Charity Governance Conference 2015

On 30 April 2015, ICSA will be holding its Charity Governance Conference. Taking place at ICSA’s offices at Saffron House, the conference will look at proposed changes from the Charity Commission in relation to guidance for trustees; what makes a good charity SORP report; what is new in law and regulation and how charities can engage more strategically with social media. In the afternoon, delegates will have a choice of two stream sessions on whistleblowing and strategic planning for charities. Finally, there will be a session exploring the relationships between trustees and senior management.

This conference will be chaired by Cecile Gillard, Legal Manager Charities and Civil Society at Burton Sweet, with the closing keynote delivered by Patrick Dunne, Chair of Leap Confronting Conflict.


Stewardship survey

ICSA has joined a steering group to undertake a survey that aims to find out the extent to which the Stewardship Code has affected company and investor engagement. ICSA will be working with the Investor Relations Society, the Quoted Companies Alliance, the Investment Association, the NAPF, Tomorrow’s Company and five institutional investors – Aviva Investors, BlackRock, GO Investment Partners, RPMI Railpen and USS – on the survey. The exercise is supported by the Financial Reporting Council.

Approximately 1,000 company representatives have been asked about how the Stewardship Code has improved engagement and what their overall experience from their engagement with asset owners and asset managers was.

The survey findings, which will be supplemented by further qualitative discussion based on the survey, are expected to be completed by June 2015 and will provide an updated assessment by public companies of the health of investor stewardship.

Peter Swabey, Policy & Research Director at ICSA, commented ‘ICSA is keen to promote active engagement between issuers and their shareholders as not only is this best practice, it is also the only way that shareholders can truly maximise their shareholder rights. ICSA has long supported the principles underpinning the Stewardship Code, having contributed to the FRC consultation on the original code and led the publication of Enhancing Stewardship Dialogue in 2013.’


New office in Germany

With the news that over 500 companies across the EMEA region now use BoardPad, ICSA Boardroom Apps has announced further European expansion to address this customer growth through the opening of a new office in Frankfurt, Germany.

The new office will be based at 11th Floor Westhafen Tower, Westhafenplatz 1, Frankfurt, 60327, Germany and will be lead by Isabelle Kerdranvat, Head of European Sales.

For all BoardPad enquiries, please email info@boardpad.com or visit boardpad.com


Ugandan businesses must meet corporate governance standards

Professor E Tumusiime-Mutebile, Governor of the Bank of Uganda, gave Ugandan businesses a warning shot across the bow in his opening address at the fourth annual conference for directors and company secretaries in Kampala. At the conference, held on 26 February, he called for a change in attitudes towards corporate governance if the Ugandan business sector is to thrive and compete in the global markets.

The theme of the conference, which was jointly organised by ICSA’s Ugandan branch and the Ugandan Capital Markets Authority, was ‘Access to Finance through Good Governance’, an issue close to the governor’s heart ‘because of the very important role which the financial system plays in allocating scarce resources within the economy to ensure that they are used optimally.’

At the conference Simon Osborne, Chief Executive of ICSA, launched the Henley Business School research ‘The Company Secretary: Building trust through governance’. He said: ‘Company secretaries, as the guardians of good governance, are best placed to help companies achieve their corporate governance objectives.’ 

Member Notice

A tribute to Ken Jacques FCIS

ICSA is sad to report that Ken Jacques FCIS, a long-serving Fellow of the Institute and Past President, has died at the age of 86. Ken was a valued member of the Institute’s Council and served as both Treasurer and President during his term. Ken was also an active member of the Sheffield and District Group. He will be greatly missed by all.

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