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Interview: Nicola Carroll

“I love pushing the boundaries and driving innovation and change.”

As the joint winner of the 2021 CGIUKI Award for Governance Professional of the Year, Nicola Carroll FCG is known for her innovative approach and her ability to make governance feel relevant to colleagues across the business.

Can you tell me about your career to date?

I was inspired to work in governance by a female company secretary that I worked for in a City bank in my mid-twenties. She really encouraged me to get my qualification and without her I probably wouldn’t be where I am today. Although my plan was always to have a family and be at home with my children, my circumstances changed and I went back to work. I recalled that I’d liked the work of a company secretary when I worked for the bank so I found a training role. I’ve had a great career since.

I started from the very bottom because I wasn’t a graduate; once I got my graduate status, I went to work for Scott Wilson, consultant engineers, who were a partnership which listed to become a small cap before being bought out. I moved from there to Centrica, initially supporting the financial services entities, then went on to Royal Mail briefly before joining Rolls-Royce, where I am now. Although I haven’t been in governance all my working life, I have quite a bit of experience having been part of a lot of corporate transactions, including two IPOs, a hostile takeover and two rights issues – it’s been pretty busy!

The role can be difficult to manage alongside family commitments, but I’ve been able to do it thanks to the support of my family and colleagues. The hours can be very long – especially if you’re working on a corporate transaction.

What skills are most helpful in your current role and how have you developed them?

As a governance professional, you have to be completely unflappable, flexible, agile and super organised. You need the memory of an elephant! Certainly, communication skills are absolutely key – you need to be able to communicate at all levels.

Collaboration is important too because if you can’t collaborate you can’t really get the outcome that you need for your stakeholders. There’s so much regulation and risk now that we’ve got to make sure that we know what’s going on – what we can bring as governance professionals is much broader now than it was in the past and I am sure that is only going to continue.

No two days are ever the same and there are very few days when you end the day having completed the tasks that you thought you were going to accomplish at the start. A sense of humour is also a crucial thing to bring to every role, because, in my view, unless you can laugh and have fun along the way, there’s no point doing it.

I would conclude by saying that I think the important skills have been the same throughout my career, I’ve always drawn on them and hopefully I’ve honed them and learnt some new ones along the way.

What do you think contributed to winning the award?

It was such a privilege to win! But to be honest, I haven’t done anything over the last however many years on my own, I’ve done it with amazing teams around me. I’ve been supported by fantastic colleagues and external advisers; they’ve all contributed to me becoming the professional that I am today, through learning from them and them enabling me to grow in my career. If I could, I would have taken my team up on the stage with me to collect the award!

I like to approach things in a really innovative way and it’s nice to know that that’s what I’ve been recognised for. It’s not just about doing the usual job – I challenge the norm and make sure that we think outside of the box. I try to make sure that the governance works for our stakeholders and isn’t just a regulation box that has to be ticked.

What are the most difficult parts of the role and are there any challenges specific to Rolls-Royce?

I think the hardest thing is having to multi-skill all the time. It would be awfully easy to drop one of the balls, but you just can’t – particularly at the level at which I’m now working. I’ve got a great team around me, but they are relying on me – although equally I’m relying on them.

There are so many inter-connecting parts to governance. It’s a bit like doing a jigsaw puzzle, making sure that you’ve got everything going into the right place. One of the things I’ve learnt as I’ve progressed is the importance of setting boundaries so that I get things done, otherwise I find myself working evenings and weekends because I’ve spent my day going from one thing to another, speaking to different people. It’s a great way to spend your day but it’s also vital to make the headspace to develop and progress and think.

Rolls-Royce is a great brand and everybody who works here is passionate about what we do. The climate change agenda is bringing some fantastic and exciting opportunities for us. We can all agree that the last few years have been a challenge and the aerospace industry has been an interesting place to be, with some amazing positives resulting from what we’ve learnt. The adaptations we had to make during the pandemic have driven some changes in the way we work and far greater collaboration. I think change is acceptable now; it’s less feared than it was before and, for me, that’s a good thing.

What are your favourite parts of being a governance professional?

I like the mix of work and the variety of topics – you can honestly get involved in so many different things as a governance professional. I absolutely love what I do; it is hard work and long hours but the engagement across the group is fantastic.

I love pushing the boundaries and driving innovation and change. Anyone who knows me will tell you that I hate checklists; it’s a bit of a standing joke in the team. Company secretaries generally have a checklist for everything and, on the odd occasion, they are useful, but I think they stifle change. They don’t make you think outside the box. So, in my team, checklists are an exception rather than a norm!

The thing I love most is supporting individuals coming into the career and helping them to realise the value of the role. I love seeing them develop and become confident governance professionals. They often don’t realise it, but to be able to engage with really senior leaders so early in your career is actually rare and a very privileged position.

I think that awareness and perceptions of the profession have improved since I started. We’re seen now as governance advisers – as a profession, we have even managed to remove the word administrators from our day-to-day parlance.

One of the things at which you excel is bringing governance to life – how do you do it?

Governance needs to be accessible to all because it is a vital building block for the culture of an organisation.

Working with my team, who are relatively new to Rolls-Royce, I outlined a vision for the future and together we worked up some objectives. We established a new identity for the team, rebranding ourselves as the Governance Team. We developed communications aimed at the recipient rather than in legalese. We re-designed our intranet page – now called the governance hub – and included a video about what governance is, featuring colleagues from around the business. We’re running workshops where people can join us if they want to explore a particular topic or ask us questions.

I hope we bring governance to life by putting ourselves out there. It’s about making sure that what we do is fit for purpose for Rolls-Royce. It’s not all just pushed out, there’s very clear and close interaction.

Can you tell us more about your work on the rights issue which also received an award?

The pandemic was a really challenging time for Rolls-Royce; our engines stopped flying globally overnight and that’s an important part of our revenue. I was part of the rights issue project team from the early stages and was given two work streams: the prospectus and stakeholder communications. It was the stakeholder communications for which we won the ProShare award.

I’ve worked on a rights issue before, but I was much more junior then and had a lot less experience. That time, when I got to the end of it, I still didn’t really understand it; I didn’t want to go through another rights issue and have members of my team not really getting it. With that in mind, we tried to make the communications understandable for the retail and employee shareholders in particular. I took on an external communications agency and worked with our external corporate lawyers who were really keen to support. I also got members of the team involved who hadn’t worked on a rights issue previously – their questioning, and that of other stakeholder colleagues, helped us to identify where there was potential for confusion or where something hadn’t been adequately explained. It goes back to my previous comments about collaboration really.

What advice would you give to anyone aspiring to a role in governance?

Being passionate about what you do and not seeing it as a day job is important because the role can offer so much more than that. Governance now is about being a trusted and valued adviser, so you need the confidence to do that. Everybody should want to learn continuously, and you need to develop your EQ skills as you progress through your career – they are actually what get you by, 90% of the time. You need to know the textbook stuff too, but the relationship management is terribly important.

It’s also really important to plan your career because you can work in any sector or organisation, you can work with the people who share your values, in the industry that inspires you – we are lucky because, as governance professionals, we can move around. That’s part of the fun of it but you need to research it well and make sure you find organisations with which you feel aligned. And, of course, as I said before, you’ve got to enjoy it and have fun.

 Do you have any upcoming projects about which you’re particularly excited?

One thing we are particularly focusing on this year is work–life balance and trying to restore it after such a busy time. We laugh as a team because we have year-end and then we have summer projects – we never seem to down tools and take stock! Summer projects for 2020 were postponed to 2021 because of the rights issue so we had a lot to catch up on last year which, through no fault of our own drifted, into the beginning of this year. But we’ve not got any summer projects planned for this year – at least that is what we’ve told the team!

However, we have lots to do in preparation for next year-end and, rather than putting the annual report to bed for six months and worrying about it in the autumn, we are starting to think about some of the chapters of the next report and how we could improve overall.

We also need to get out there and network – we rely on our connections to develop our knowledge and understand how others are approaching governance matters but the last few years have resulted in a bit too much looking inwards. Now it’s time to branch out, meet up with people and make new connections.

And of course, to focus on personal development and team development – and some holidays – I’m looking forward to it.

Nicola Carroll