The Rise of the Company Secretary

by David Press - Managing Director, DMJ

Lockdown has thrust one position very much front and centre of corporate life – the company secretary. The role has been evolving for some years, but the Covid crisis has really sped up its development into a dynamic, highly sought-after position, central to the effective running of companies across the UK.

All public companies are obliged to have a company secretary, and they’re responsible for advising the board on all matters of corporate governance. According to The Chartered Governance Institute corporate governance: “… identifies who has power and accountability, and who makes decisions. It is, in essence, a toolkit that enables management and the board to deal more effectively with the challenges of running a company.” And rarely has there been a greater challenge than Covid.

“Once Covid hit, we had to move incredibly quickly to ensure the wellbeing of our colleagues, the public and the whole business”

Nick Folland - General Counsel & Company Secretary - Marks and Spencer Group plc

With over 1,000 stores and more than 80,000 employees, Marks & Spencer was very much at the pandemic frontline. “Once Covid hit, we had to move incredibly quickly to ensure the wellbeing of our colleagues, the public and the whole business,” says Nick Folland, the company’s General Counsel & Company Secretary. “Good governance goes far beyond what’s written. It’s about transparency, setting the right tone. There’s been an incredible dynamic between the executive and non-executive team throughout lockdown, they’ve most certainly led from the front. We normally have 10 board meetings a year, during the pandemic we’ve been having one almost every week.”

“We had to organise an AGM with only four people physically attending, and everyone else attending remotely”

Kirsty Cooper - General Counsel & Company Secretary, Aviva plc

Aviva plc has 17,000 staff, 97% of whom are now working remotely. Within three weeks of lockdown it had bought and despatched over 5,000 laptops, ensuring they were the first major insurance company to be fully operational again. “No one could have envisaged a situation like this,” says Group General Counsel & Company Secretary, Kirsty Cooper. “It created so many problems for us to solve. We had to organise an AGM with only four people physically attending, and everyone else attending remotely. My whole team did an incredible job of making sure everything worked perfectly. It was an incredible effort all round.”

Remote working also posed other unforeseen governance problems too. IG Group was working on a $1bn acquisition during this time. “Confidentiality is key during an acquisition,” explains Jo Nayler, its Chief Legal & Governance Officer, “and we had to do everything we could to ensure that this was maintained while people worked from home; that price sensitive information was secure at all times, that only the people who should see documents actually did see them, but that at the same time that all key members of the team were constantly kept in the loop.”

But the company secretary role is far from limited to corporate governance. “It goes way beyond what it says on paper,” says John Mills, Company Secretary of Smiths Group Plc. “It’s very much what you make of it.” Done well it’s a pivotal position, a vital bridge between the C-Suite, the Chair and the Board, ensuring the information flow is just right. “The company secretary needs to become a trusted advisor to whole board, and that takes a certain personality. Impartial, thoughtful, someone who enjoys building relationships, who can leave their ego at the door.”

Like many company secretaries Mills has a legal background. But when Kathryn Hudson was young, she actually wanted to become a forensic scientist. She’s now Company Secretary at Indivior PLC. “As a company secretary you’ve got to join the dots,” she says, “see what no one else does. To do that you need to be entirely unbiased, ask the right questions, be passionate about finding the best answers for the business. And that takes a certain skill.”

“The switch to home working created the possibility of real mental health issues for all our employees. The question we continually ask ourselves is how can we look after our people better?”

Jo Nayler - Chief Legal & Governance Officer - IG Group Holdings plc

And in the last few years one part of business has become increasingly important, Environmental, Social, and Corporate Governance, or ESG. ESG often falls within the remit of the company secretary, giving them more influence than ever before. “It’s coming much more to the fore,” says Jo Nayler at IG Group, “and it’s important for the company secretary to support this as much as possible both at Executive and at Board level.” ESG has never been more relevant than during lockdown, particularly around the mental health of employees. “The switch to home working created the possibility of real mental health issues for all our employees. The question we continually ask ourselves is how can we look after our people better?”

All the company secretaries we spoke to have been at the forefront of supporting their colleagues’ mental health, organising numerous formal and informal ways to help. At Aviva they even had exercise classes with Joe Wicks!

And post Covid, how will the company secretary role evolve? “No one had a pandemic on their agenda,” Kathryn Hudson at Indivior says. “There’s a new normal of corporate governance now, and it’s not going away when lockdown ends.”

Marks & Spencer talks about ‘Never the Same Again,” as Covid has changed so much, including the fast-forwarding of online shopping growth. “Marks & Spencer is part of the fabric of British society,” Folland says, “and we’re most definitely going to be one of the survivors on the high street. To do this we’re going to have to evolve even further. Transformation is at the heart of this organisation, and my team are very much central to that.”

“What Covid has really highlighted is the need for continuous planning and risk management,” says Mark Amsden, Group General Counsel and Company Secretary at Royal Mail Group Plc. “And this is going to be increasingly important going forward.”

“That’s the very essence of the company secretary’s job. To do what’s best – not for themselves but for the business as a whole”

Mark Amsden - Group General Counsel &Company Secretary - Royal Mail Group plc

But one element, in particular, seems certain to remain. “Building and maintaining relationships has always been an essential part of my role, and that will never change. Ensuring the dynamics between the executive and non-executive officers are just right, that they work in harmony, complement each other perfectly, even when there’s disagreement, which there can often be. That’s the very essence of the company secretary’s job. To do what’s best – not for themselves but for the business as a whole,’ Amsden said.

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