Interview: Victoria Penrice

In 2013 Victoria Penrice was elected to the Institute’s Council and has been on the CGIUKI Committee since it was formed in 2014. With over two decades of experience, she has now been appointed President of CGIUKI and will start her tenure in September. “Change equals opportunity in my book” she says.

Her appointment comes during an era of change as the global crisis continues, but she says governance professionals can be extremely supportive in identifying opportunities to ensure that the organisation responds appropriately to the chaos that has been caused by the pandemic in order to thrive.

She says “Despite, the disruption caused by COVID-19, the Institute has continued to provide thought leadership and advice”.

You have over 20 years’ experience as a Chartered Secretary and have been involved with start-ups, as well as having experience in large corporate boardrooms. Can you talk us through your entry route into the profession?

I started my career working for the Physiological Society, a charitable learned society supporting international scientists. The Society encouraged my professional learning and development and enabled me to qualify quickly. It also gave me great exposure to all aspects of running a business, from IT systems to managing a payroll, and the link between administrative support and the business products (scientific meetings and publications) was very clear.

From there, I took on various short-term roles to get experience of different types of organisations, including large and small private companies and listed organisations. Eventually, I became company secretary of Esporta plc shortly before it listed on the London Stock Exchange and remained there until it delisted. I have since then worked in various company secretarial roles in large companies with UK and international listings.

I think it is important not to get hung up on job titles and/or company profiles. Different roles can create opportunities to learn and develop, irrespective of what they are called, and some of the best experiences can come from the less obvious sources.

Why is the role of the company secretary so important?

The company secretary is the only truly independent role in a company and the company secretary is in a unique position to see everything that is going on. We are not there to support any particular side or viewpoint, but to look after the organisation’s integrity.I love the fact that we can talk to every department in an organisation and have an understanding of their issues and concerns and can do the ‘joining up’ that is often necessary to solve a problem. This is exemplified in the production of board papers – in how quickly we can see if the messaging is inconsistent and therefore identify where problems are lurking, or spot where two teams are wrestling with the same issue from different perspectives and enable them to see each other’s view.

The importance of governance professionals in steering organisations in the right direction has never been more significant. Your appointment as CGIUKI President comes in an era of change. What are some of the main issues in which the governance professional will be involved?

In the short term, all organisations are concerned with survival. This has never been more apparent than in the last few months. Change equals opportunity in my book. Not all organisations will be sufficiently flexible and resilient to survive the chaos caused by the pandemic and resulting business turmoil, but those that respond appropriately will thrive. These will include responses to the environment – both related to immediate issues of cleanliness and to the wider concerns of climate change.

Inclusion is also an important issue. We have seen the paradox of home working, which has enabled some people to engage more effectively with colleagues from around the world, but also made it easier to exclude the more challenging voices from the conversation. I expect governance professionals will be making their opinions heard on such issues.

Governance professionals can be extremely supportive in identifying opportunities for funding and ensuring that their organisations have in place robust yet flexible systems to take advantage of these opportunities. And they will look ahead and engage with their colleagues to identify future pinch points and help develop plans to address them.

They will challenge the customer experience (whether that is internal or external) and ensure that their organisations understand both the immediate and long-term consequences of the way they respond to their stakeholders. And the well-connected governance professionals will use their networks – and their Institute – to ensure that they learn from others and can apply those learnings in their own organisations.

The past few years has seen the world go through a period of inexorable change, where issues such as ESG have dominated. What are some of the greatest focus points that have emerged and how can the Institute assist in pushing this growth forward?

Before the pandemic surfaced, organisations were becoming more conscious of public perception with regard to the environment and diversity and inclusion, but my concern was that this often felt like a ‘nice to have’ rather than a driver for success. In other words, it was something that organisations would only focus on once everything else was working well. As you might expect, my view is that long term success involves embracing ESG goals, understanding why they are important to the business, and focusing on those that differentiate the organisation.

The Institute has a role to play in raising awareness of ESG issues with lawmakers and rule creators and, as important, is its role in educating members and other stakeholders so that we can support our own organisations in establishing appropriate and useful ESG goals that underpin the organisation’s purpose. When that happens ESG stops being an add on and becomes intrinsic.

What are some of your goals – both short and long term – for the Institute?

Short term, we have to continue to respond to the changing pandemic world. All students will be aware of steps we necessarily took to suspend exams in June, and we need to get these back on track to enable students to qualify without delay. The team at Saffron House (actually all at home, but at Saffron House in spirit) has worked exceptionally hard to deliver on line exams from November this year and we are allowing students to take more subjects at this diet to help minimise the impact of the cancellation.

We have also moved training to online. This sets up both opportunities and challenges for the future. It is very exciting to be able to increase prospective audience size, but this needs to be priced appropriately and supported by face to face interaction when it is possible to do so effectively and safely. Online is so very easy and convenient, but so much of the subtlety of personal communication is blunted by the internet. And, of course, we must keep in mind that not all countries have reliable and secure electronic systems.

I expect that one of the challenges with returning to face to face events will be that of appetite. People whose experience of COVID-19 has been minimal may well be predisposed to returning to large events sooner than those who have had a more difficult time. And, of course, businesses may be less willing to support conferences and large gala events. But we must look to the future and recognise that the human being is a sociable animal. To that end, I am looking forward to returning to Saffron House and seeing familiar faces in person.

Political changes around the globe will continue to create challenges for our members. Close to home, we need to be able to respond appropriately as legislation in the UK develops separately from the EU and new trading partners are sought. This is an important area for the Institute, and we recognise that often it is the ‘soft’ approach that gets results. We need to continue to support and refresh our branch network, both in the UK and abroad. Especially overseas, the branch is the physical manifestation of the institute and the key point of connection between the chartered body and its members. We have recently started looking at ways to refresh and encourage greater branch participation and I look forward to the development of that work.

The impact of the pandemic has caused unprecedented turmoil for organisations in all sectors across the globe. What are some of the initiatives from the Institute that will contribute to the performance and recovery of organisations during and after the crisis?

Despite the disruption caused by COVID-19, the Institute has continued to provide thought leadership and advice. The guidance on holding virtual meetings, including virtual general meetings, was very well received. Whilst this was very much in response to the pandemic, I expect that many organisations will look to use the concept of virtual board meetings and virtual or hybrid AGMs in particular to streamline their administration and reduce costs. Before doing so, they should take steps to understand whether this will be acceptable to their shareholders. A lot may depend on the shareholder base, on whether the company has a robust investor relations programme in place and on how the company is perceived to have behaved during the pandemic. Those who sought to minimise opportunities for investor engagement may well find that their investors remember this.
As mentioned before, the Institute has also moved its training programmes online and will continue to provide training and development in this format; we have also rethought the leadership training course, which focuses on developing the soft skills necessary for leadership success, and we are now providing this by way of one-to-one coaching.

Finally, this has been an area where the Institute has really raised its profile with government and regulators – the AGM guidance was reviewed or endorsed by the Department for Business, Energy and Industrial Strategy and the Financial Reporting Council and our Policy team have been in regular touch with both to address potential impacts of the pandemic on the governance interests of our members.

You are an advocate for diversity in boardrooms. What value do you think it can bring to an organisation? And do you think enough progress has been made?

I loathe waste. Lack of diversity indicates to me that an organisation is doing something wrong as it is wasting talent. That waste can happen during recruitment, when potential is overlooked through unconscious bias, through not training appropriately, or through having a culture or expectations that work against either the individual or against particular groups. People join organisations enthusiastically and have high hopes of doing a good job. Naturally, people will move on if they outgrow their roles and the organisation can no longer accommodate them, but where people get frustrated, dissatisfied or simply unhappy, then their leaving may point to a bigger issue.
I know that that is a simplistic view, and the realities are more nuanced, but if we want to get the best from our colleagues, they have to want to give their best. So we must ensure that they are valued not just through the formal arrangements in an organisation, but also by understanding the hidden barriers to success. These include expectations, ambition, familial roles, confidence and atmosphere.
For me, diversity is an indicator that inclusion is working and, if everyone feels welcome at work, we will waste less talent.

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