Episode 16 - The secretary bird: disarming danger

In this podcast Sharon Constançon, CEO of Genius Boards, offers advice for company secretaries and governance professionals on managing the challenges they face in their role, from gaining feedback and stretching themselves to learning tactics to avoid becoming overwhelmed.

In this podcast Sharon Constançon, CEO of Genius Boards, offers advice for company secretaries and governance professionals on managing the challenges they face in their role, from gaining feedback and stretching themselves to learning tactics to avoid becoming overwhelmed. Sharon advises compartmentalising the noise of the role to gain control of it. She describes how to handle the inevitable left hook and the value of being the trusted expert who absorbs panic rather than creating it. Sharon highlights the power of conversation initiated by the governance professional to fix a broken relationship, as well as discussing how to own up to a mistake and how to avoid being seen as a ‘blocker’.


RJ: In this podcast, I'm talking to Sharon Constançon, CEO of Genius Boards, about governance and risk management in the boardroom and the role of the company secretary. Could you introduce yourself and give us an overview of the themes we're covering today? And I understand you're suffering from a bit of a cold?

SC: Thanks very much, Rachael, I appreciate the introduction. Yes, I don't normally sound this croaky, this sexy, or whichever way you wish to describe it! But I sincerely hope that I’m still clearly understandable. I feel absolutely fine; so, you can push me to the limits, no problem at all!

Today, we want to be talking about governance and risk management. I like to liken what I'm [working on] to an animal or a creature [and look at it] from that perspective, because often it helps people internalise some of the behaviours that relate to the role, or expectations of the role, or the type of culture it might be delivering.

Under governance or risk management, I talk to the character of the secretary bird. Many people don't know much about the secretary bird, which is very much a ground-based bird in Africa. Its staple diet is snakes: it takes out danger. It disarms danger, which is why I find it a very good correlation to the [role of] dealing [with] governance and risk management.

RJ: Okay, that does sound really useful. In that context, how can a company secretary know that they're doing a good job in that role of disarming danger? How can they measure it outside any feedback that they get from the chair or the board?

SC: Often we talk about the company secretary being the invisible person that nobody ever sees. If they get feedback, it’s invariably negative. If they get nothing, assume they're doing a good job, which is very, very unfair. It's not very empowering for a company secretary not to get a lot of genuine feedback.

Quite often, you find that a company secretary actually needs to search for some feedback. Because often when they're doing a really valuable job, they're not recognised for the value they're bringing, and therefore, it's not as visible to others what they really are achieving.

In terms of measuring it, I think it's important to ask regularly for feedback. Feedback is one of those difficult things: it sounds like a good idea until you get it, then you might not like it. But it is an important growth opportunity for the individuals to seek feedback. [The individual should] seek feedback from different people from time to time, because they will get insights that are valuable to them and help them do a better job. There's no harm also in making sure that others around them actually know what they are up to and what they are capable of doing.

RJ: How can a company secretary keep track of everything and help their team to keep track of everything that's going on on their agenda, with spinning plates, scanning the horizon, planning for the future, whilst also doing the day-to-day firefighting?

SC: I think the words resilient and agile come to mind. Also, what comes to mind is organised, structured, project plans, working to everything from a three-year calendar to a one-year calendar to an hour calendar: what is that I have to get done in the next hour? Provided you have a very organised individual who equally can delegate where they have that luxury, [it’s about] ensuring that they have the correct delegation powers and accountability so that they get the work back in time as it is needed.

The other thing is making sure that they have a natural ability to multitask. Now, some people have it in their DNA to multitask. You can learn multitasking, and you can learn not to be overwhelmed by a multitude of activities. But once again, it's coming to just thinking clearly, not getting into a panic situation. If somebody's natural DNA is to have anxiety or to be easily stressed, they will naturally struggle far more in this kind of role than somebody who can take change, because that's what causes most of the anxiety. They have to deal with that change that is part of the day job and deliver as is required.

RJ: I suppose that's quite a nuanced skill to learn. If you’re junior, as a company secretary, or part of a company secretarial team, how do you learn those skills? How do you learn when to speak up, perhaps if you're in your first board meeting, learning that culture that you just mentioned? And how can you support your line manager and know when to ask for more responsibility?

SC: We only get to grow if we stretch. To get comfortable [in a role] is not a good place for any of us in our roles. You tend to see that in people in their last decade of a current role before retirement. You notice the immediate impact, particularly if they're a leader in a business, or a leader in a team. You absolutely can count them counting down the days. The impact that that has is completely negative upon the team and on the bottom line, equally, therefore, on the culture.

It's really important to be on top of your game, to be driving for more and to be driving your team for more. Within reason, obviously, we don’t want to drive to the point of mental non-wellbeing, that is not helpful. But making sure that we're alert to growth, we’re alert to new ideas. Also, it's [about] making sure that through a very dynamic feedback process with your line manager, which you invariably have to drive yourself, because line managers really don't have time to do feedbacks in a productive way. So to call for [feedback] and to lead on the kinds of things you're expecting feedback on, is the way to grow. Sometimes, there will be a point in your career, where change is the best way to grow and to stretch. But you don't want to do that regularly, because it's not good for your CV. Equally, it's not good for your ability to get the legacy knowledge about business.

You’ve got to find the right balance between being the legacy knowledge and becoming bored and stale in the role. We talk about nine years for a board director. [That’s] probably not a bad period of time to consider, particularly in the earlier decades of your career, [or] to start moving within that period, but stay five [years] at least. That is also an important way to grow.

As a junior [company secretary], you're always looking to learn from others. Who are the wise owls around the table? Who are the people that you look at and you say, ‘how can they always land their statements sounding so relaxed, so casual, so capable of allowing me to listen to the words and understand them so easily?’ Look to role models around the boardroom table and within the company secretarial department and say, ‘how can I learn and who can I learn from? What pieces of learning do I want to take from each of them?’ Go talk to those individuals about what it is you want to learn from them. Ask them how they learnt the skill that you're looking to absorb.

Most of it, to summarise, is to ask for feedback. I think the more you ask, the more you'll grow.

RJ: Absolutely. I was interested in you saying about looking to stay in a role for perhaps five years. If you feel that you're not getting those role models in a role, and you're quite new to it, would you advise trying to stay on in in the role when you're not getting the opportunities? Or in that context, is it better to move earlier than five years?

SC: There's two things there, Rachael. One of them is [that] you can look to role models external to the company that can bring you value and provide you the opportunity for growth within the company you're in.

There's another circumstance where the opportunity to grow within that company is not there: there isn't another step up. That is where you get to the point where you're feeling it's becoming routine and mundane and you're not adding value. Two ways of doing that: you bring in a junior, you could create your own succession plan out, or it's a case of just resigning and moving on to something better. You have the luxury to work carefully at that new role [so] that it’s not [a case of moving from the] frying pan into the fire. What you want to make sure of is that the next role is going to give you that genuine step up to a more senior position. Not a busier position, not a more noisy position, something that genuinely uplifts your game, in terms of the board experience that you're going to get as a company secretary.

RJ: Thank you that's useful. We were talking about potential for feeling overwhelmed earlier. Do you have any more tips on how you can avoid that feeling of being overwhelmed by all the technical knowledge and updates that are always coming and that the company secretary needs to understand so that they can relay [them] to the board in simpler terms?

SC: I think a lot of managing that constant noise is not to listen to it as noise. Work out what the compartments are of that noise. There’s regulatory noise. There’s board noise, my directors. There's internal noise about the business. There's external noise coming from stakeholders. If I can put those into boxes, and say, ‘I'm now going to allow that noise to accumulate in that box, and I'm only going to deal with it once a day, once a week, once a month, depending on the nature of the topic.’ And say, ‘if I'm looking at regulatory change, and I’m going to try and deal with it every hour I've got something coming through my inbox, I'm never going to be organised and get done what I need to get done today. I can look at regulatory change on a Friday afternoon,’ for example. Hold all those activities through a sub-filing system that you can create within your Outlook, or within your own filing system, your cloud filing, whichever mechanism works for you. Collate that content, recognise what it is, and know that ten of them have gone in. So your mind is ready when you get to open those [emails] at the perceived time that you've given yourself in your diary: that is the time you're going to look at those things. I would look at handling things in those ways.

If something comes at you, which it will do, it doesn't matter how organised you are, the left hook will come regularly. It's [about] recognising it for what it is. Sometimes [it’s a case of] just doing the literal take ten deep breaths [technique]; just calm your sensation. If it's a phone call that's brought that [left hook] that's a bit more difficult. So sometimes you might need to just put a question in there. That gives you time to think while somebody else is answering a question that is related to what you've just heard.

If it's an email, you could very easily take time to absorb what you've just read, and the implications thereof. Then, whatever your reaction might have been, note it and 10 minutes later rethink it again. Say, ‘what should my response be, rather than what my reaction was.’ Just [following] that process means you'll probably [send] the right tone [of] email response back. In the [case] of a phone call, sometimes that is more difficult to achieve. Therefore, [you can use] the same logic of asking a question to understand the time urgency, the genuine importance of it. What are the reputational risks? If I don't, what are the consequences? So those are the kinds of questions you can start asking the deliverer of the information without having a panic. Holding your voice as calm as you can at that point, have this series of potential questions off pat, ready to use. They can even be on crib sheet on your desk. So, when the left hook comes, you've immediately got something to say, which gives your mind time to think through, what am I going do with this, this is quite serious.

Sometimes you have to be the trusted expert, be the person who doesn't panic. [Be] the person who’s giving the other person the opportunity to deliver over the panic so they can start to calm because they trust you to have absorbed the drama. It's very important not to join the panic that somebody else might be handing you because they're already in a stress position; don't add to their stress, deal with yours.

This is being the 21st century leader, being resilient to this information and being able to manage the person and the content in equally competent ways.

RJ: I think what you're describing, that 21st century leader, it sounds like it requires quite a lot of discipline. In terms of what you talked about structuring your day, for example. I think that's perhaps a different understanding of multitasking. We might think that multitasking means we have to be doing everything at the same time. But in some cases, perhaps that negatively affects how effective you are in each task, and that structure perhaps makes you more effective.

SC: I think it's actually very useful to put rules into your inbox, for example. There are things that are urgent and need to be read quickly. Absolutely, that's important. Depending on the size, you can get help when it comes to your inbox and [have] other people picking up what is critical now. The rest [of the emails] you deal with at the end of the day, or first thing the following morning. A lot of things can wait 10 hours, 12 hours, 24 hours.

For us to assume that you have to respond within the half hour to the mundane of today is really not the way we should be living; that will stress most people out. It's [a] case of prioritising them, using rules to deal with them. Then taking that box you've put aside and saying, ‘I've now got to my email box. I can very quickly ignore the rubbish and deal with what is important because I've only put aside half an hour in which to do this. I'm now becoming more focused. If I keep looking at my emails, I’m becoming unstructured.’ You might put [in your diary] four of those half hours through the day because of the nature of the role. That's important. But then you'll learn quickly to add more rules.

It's very empowering, very, very empowering, to get rid of that noise that you honestly don't need to deal with. People will learn that you'll respond when it's important and you'll get [to] it tonight when it can wait until tonight, end of the day, early next morning, whatever is best for everyone's clock. Some people say, ‘I stop at five, I deal with the family and I get back to doing my one-hour email slot at nine o'clock.’ That's absolutely fine. That's your routine. Others will learn it and they will respect it.

RJ: Yes, I think those differing routines between different people as well are perhaps more common now that we’re used to everyone working in a slightly different pattern.

SC: We do expect now to get emails at night, 10 o'clock at night. Whereas before it was almost inappropriate to get late emails because it indicated that you were overworked. That's not the case now, it doesn't indicate we’re overworked. It indicates we're working at different times of the day.

Sometimes it's better to let that thing go out at 9,10, 11, 12 o'clock at night because the person you're dealing with might be getting up at five o'clock in the morning to do one hour before they do their commute. [If your] emails are only diarised to go out at eight o'clock, that's no longer appropriate. Let the emails go 24/7. Because we're all working a very different give-and-take time management due to what the pandemic’s done to us.

RJ: If you couple that with what you were saying about the understanding that not everything requires an urgent response, then they work together. It's okay to send that later email because the recipient knows that doesn't mean you expect them to reply right then; it's just the time that works best for you.

SC: Yes. I think we've learned to respect the fact that we don't always want an instant response. If we do, and there are times that a response is absolutely needed, and it'll get lost. We've all learned to use either Teams, or WhatsApp, or Telegram, or Slack or whatever proactive app-style activity – text, good old-fashioned text – pick up the telephone, very old-fashioned. Those are the things that you will use, for instant desired response; you use something else. If there's an email that's really critical, my team around me know and most of the people I deal with globally know, if they want an urgent reply, and they've sent me an email, send me a WhatsApp to tell me that it's there. Because if you don’t, it'll get dealt with tonight. People will learn the way you work. That's the way I work and those around me know, very quickly, send me a WhatsApp and it will be dealt with straightaway.

RJ: I think those are really useful insights into how to manage your rules of engagement and how you work so that everybody understands how to work with you. I suppose that could be useful for managing relationships with the rest of the board as well as the company secretary. I wonder how a company secretary might go about fixing a broken relationship with a board member if that does come about.

SC: Oh, let's hope they don’t happen. But let's be realistic, they do. Broken relationships do happen. This could be a new board director that hasn't inducted and onboarded well. It could be somebody who is feeling vulnerable because of the change environment that they're having to deal with. It could be an external factor that is destabilising an individual and putting them into an awkward position. It could also be that they have a broken relationship with somebody else on the board and culturally and behaviour-wise, it's starting to impact the entire board's effectiveness. Or it could be they just don't like the company secretary, for example.

There are many things that could be broken. Obviously, you would address each one of those in a somewhat different manner. Just taking account of, there’s an individual that, from an overall behaviour point of view, is not in the best place possible within the organisation and is challenging the relationships with others. The most important thing from a company secretary’s point of view, whether that person's relationship is direct with them, or with somebody else that the problem exists; the company secretary has to be the first to move. Be proactive, be there first, as you start seeing it evolving, so it doesn't come to an eruption perspective. Recognise the change as it is evolving and start to work with it immediately so that it doesn't have to go to the end of the fuse and fire the grenade.

It is really important to talk to people whose behaviour is changing. There could be a reason personally, they could be unwell, they could be mentally unwell, they could have family hassles, they’re just not dealing with change. The important thing is to give them a safe place to talk. Asking the empowering questions [that make them feel] that it’s safe to give [you] the answers and asking personal questions so that you can genuinely get to the bottom of it. We all assume everyone's okay until you ask and you find out, oh, my goodness, they are dealing with a couple of fairly large personal issues, no wonder they are not at their best. It's [about being respectful] but don't expect somebody to come forward because [in] most cases they won't, because they see that as a personal sign of weakness.

It's really important for the company secretary to say, ‘I respect and understand you, I can see that your behaviour has changed little bit, can I help you, can we talk? Let's have a coffee, let’s have a Zoom call,’ whatever the arrangement is that's feasible to give that person the time to do it.

I had a case with somebody who, when I spoke to them, they said, ‘yes, I need to talk.’ This was pre-pandemic, we were able to meet, and this person literally cried. They cried from the beginning to the end of that hour. But the empowering outcome, because they suggested they're going to need to do this a few times; they never needed another time to talk. They just got on with it. They needed to be appreciated, they needed to be listened [to]. They needed to get it off their chest. In this particular person's case, [the issue] was self-worth. Quite often you'll find it will be about self-worth. This is where the company secretary has to be honest and work out a development programme if necessary. Or tell the person come on, you're being really silly. Of course, you have all the reason to have your self-worth.

RJ: It's interesting [that] you mentioned that meeting was pre-pandemic, because I wonder if there's a cultural thing, or there at least has been, that we don't speak about our problems. We don't bring our problems to work. And that might be what holds people back from mentioning them, like you said, you need to draw them out. But I wonder, do you think that might become slightly easier now that there is a bit more of an understanding of the context that people are working in? Because we've seen it, we've lived it with everybody during the pandemic.

SC: I think if a company secretary were to approach a senior director of a big firm and say, ‘do you want to talk?’ they might have, pre-pandemic, looked sideways as if to say, what's all this about? Why would you be asking this? Now I think the receptivity for help will equally be a lot stronger, as well as the respect for whatever we are going to hear in that process. I think it really is a much easier conversation to start, and a much easier conversation to respond to, than it would have been pre-pandemic. Because pre-pandemic, we all had the English stiff upper lip. Now we recognise that that is not helpful. It's not productive, and doesn't help us as individuals, in terms of being the best we possibly can [be].

RJ: You said about being the best that we can be. Do you think that's also the context for perhaps finding the confidence to admit as a company secretary that you might have made a mistake, and how you might go about suggesting an alternative approach to something if perhaps what you've been doing so far hasn't been the best option.

SC: That’s an interesting one; none of us like to make a mistake. Company secretaries more often than not, because there’s this whole governance wrapper around what they're doing, you're not going to find they have gone completely off the mark and have made a real mistake.

But let's accept that this can happen. [For example, if] we've misunderstood guidance, we've made an approach to try and solve an issue and it's not working. So those are the kinds of ‘mistakes’ that could potentially occur. The most important issue is – and we say this to any leader, including a company secretary, anybody in a role – is own up quickly to yourself and to those around when you realise your decision is not delivering the outcome you were expecting.

The most important [thing] is to look at when we make a decision, what do we think our outcome’s going to be? It's being really quite pedantic about determining upfront what we expect the improvement to be and monitoring it. It doesn't have to be a big science; we can do it all in our head. Then correcting it and saying, ‘it's not quite there.’ Talking to people, finding out why it's not quite getting to where we expected.

RJ: How do you think company secretaries can navigate the perception sometimes that they're a blocker in in decision-making or strategy, and change that to being recognised for what they really are as an enabler?

SC: That’s interesting. Being a blocker, this will typically be an emotion coming in a highly entrepreneurial board. A board that wants to make decisions outside of the board environment, where you are in a major growth environment, where the CEO wants to do whatever suits the opportunity being offered, rather than what the strategy is defining. It's really where you're dealing with the company's seniors and board who are wanting to make on-the-fly decisions.

That is very likely to be happening in a high growth, very small start-up type environment. We’re not expecting any blocker to that kind of behaviour, because they're not going to grow without that. What you're looking for is structure behind it rather than stopping it. Things that [will make] the board see the company secretary as being a blocker [are] when the regulatory environment is no-go. We can't do that because of the regulation state.

If it's a case of sorry, you've done your six or nine years depending on what the company policy is relative to the Code, you're going to need to step down as a board director, there's a succession plan. That individual will see the company secretary potentially in the nominations committee as a blocker because that's not what they want. It's [about] making sure they understand the difference between carrying out the required governance versus creating and gold-plating governance to become a blocker, a genuine blocker.

In most cases, if somebody senior comes to the company secretary and says, ‘I know from a Code point of view, this is no-go. I know from a financial services regulation point of view this is going to be a challenge. Please help me with compliance, with risk, with the board. Let's work out and navigate a path.’ The company secretary can be very valuable in that joined-up conversation to [finding] a solution. Where can we create the opportunity still to be taken, even though it looked initially as being a no-go territory. It’s [about] making sure you engage the positive aspect: how can we do this? Rather than saying, ‘I've done it,’ and then you end up with the governance breakdown occurring post the event. It's about working as a team and engaging the knowledge and capability your company secretary has to get the right outcome from a compliance ¬– and I use that word quite lightly ¬– from a compliance perspective.

RJ: It's interesting you mention getting that advice before the decision is made. I think during the pandemic, there was a bit more of that happening, because decisions needed to be made quickly. I say, during the pandemic, I should say, during the early stages of the pandemic, there was a lot of decision-making that needed to be done very quickly. I think, I don't know if you saw this, that people with that governance, legal background had a seat at the table because the boards wanted those decisions to be right the first time. So they got that advice before the decisions were made rather than looking for it afterwards.

SC: I did see a very strong correlation in those early days because they had to engage the company secretary to get all these frequent ad hoc meetings into everyone's diary. That technical engagement created the conversation engagement. The company secretary was able to say, ‘we can do A, B and C at this meeting, but we need to do A first, B second.’ They were able to bring their knowledge to the conversation that was occurring in a very productive way.

I think the relationships between the chairs and the company secretaries have strengthened through the pandemic because [chairs] have been able to see the value of relying upon [company secretaries] to make things happen, because we've had to do some things in a hurry. In most cases, [chairs have] learned very quickly that the company secretary is a ‘completer finisher’ and get things done in a very short timeframe. They have the logistical efficiency to get things delivered. I think your relationship and value of the company secretary has definitely elevated during this period.

RJ: It's always good to hear [about] something good that's come out of the pandemic. At the beginning of our discussion, you talked about thinking about the company secretary like a bird, like a secretary bird. Do you think sometimes there's a tendency that the company secretary feels more like that image we have of the graceful swan, presenting themselves as effortlessly in control, but at the same time paddling furiously to keep everything under control? Is that something you think company secretaries would relate to?

SC: I think they would definitely relate to this one! I think the taking out the danger is definitely the secretary bird activity. The secretary bird also walks through the African grasslands so calmly, so regally. You would never know that it was on the hunt for danger and that it was dealing with all these pieces of information coming out because it's so regal in a way it strides through the grasslands.

The one that we all know better is the swan and it is a well known phrase. I think that the way you will see a swan against the tide, holding still, holding steady. Even though the tide’s going in the opposite direction, it can very, very gracefully stay in that one spot. That's about being competent, being able, being resilient, being agile, being [a] multitasker, not panicking.

All those things we've talked about through the session of the kinds of qualities the 21st century leader company secretary needs to be. Yes, they will be paddling furiously because of the nature of their job. They are doing so many different things. There is a wide variety to the role, a bit like a CEO [role], a massive, wide variety to the role and they’re touching different things every quarter of an hour; they’re doing something different.

It's making sure they create these pigeonholes in time to deal with some of the routine aspects of the task like the minutes, which are the most critical thing they can do. They need to be able to pigeonhole to get those [things] done, get through the emails, respond to the chair, make sure that the directors all know what's going on. That constant connection to the world is part of the paddling furiously that they're doing. But equally looking like that very regal secretary bird that has wiped up all the danger [so that] the environment is a calm place for everyone else to exist in.

RJ: Yes, I think both of those birds are really useful analogies. Thank you very much for all the tips you've given for how to manage the 21st century nature of the company secretary role and all the challenges that it brings and how to really manage them so you can be the best that you can be. Thank you very much, Sharon.

SC: Absolute pleasure. Thank you very much, Rachael.

The secretary bird

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