Niamh O’Sullivan: Good governance is a virtuous circle

What drew you to the role of the company secretary?

I studied French and history at university. History is about telling a story of complex events, but making it understandable and forming a view.

I was drawn to a world in which I could use that skill. I also undertook a teaching qualification, which gave me other skills, such as managing relationships, communication skills and mentoring – which is something I particularly enjoy.

I had a range of skills and I wanted to use them in a professional context. When I came to London from Ireland, I started looking around for a professional qualification that would then underpin my career and, given the above, the CGIUKI qualification was really the obvious one.

Although undertaking a professional qualification while working is certainly a challenge.

What attracted you to the charity sector?

I was working at the Wellcome Trust, a large biomedical research charity, while qualifying as a chartered secretary, so even early in my career I was involved with the charity sector. It was really satisfying to see the impact of charitable funding on research.

It also gave me a window into a world I would never have known about – of the medical developments and research taking place and how that is funded.

“From the first moment I walked in the door, I could feel the energy in the building”

The company secretary qualification and experience gave me valuable transferable skills, knowledge and experience and enabled me to move to health regulation – which again gave me an insight into a whole other world: how clinicians and medical professionals are regulated and the governance underpinning processes, ensuring that patients get the best care they can.

I then went to Crossrail, which as a huge, fast-moving project building a railway was also absolutely fascinating.

Then the opportunity came to work for Cancer Research UK and it was just one I could not turn down. The level of the fundraising undertaken by Cancer Research UK, the funding being invested back into research, policy and information, and the success of the charity’s activities is hugely motivating.

From the first moment I walked in the door, I could feel the energy in the building, from our fundraisers, from our policy and information teams, and from our research grant teams, working with the scientific world.

What are the core aspects you are responsible for as the company secretary?

I work mainly with the chair and trustees. I have a very one-on-one relationship with the chair, supporting him at board meetings.

The Cancer Research UK council meets at least six times a year and we have the usual committee structure which the company secretariat plans for and supports.

I also support the trustees and executive team; for example, advising what a good board paper looks like, whether it is for a decision or whether it is for information. There has to be a coherent and concise message in there, relevant information on which to base a decision.

And then reaching out into the organisation to act as that link between trustees and management, promoting an understanding of the difference between governing and managing the organisation.

I am very involved in recruitment and induction of trustees and support senior staff in understanding how the governance of the charity functions, which may be different to what they previously experienced.

The company secretariat also looks after the charity’s policies, managing their approval and review. There are also a number of subsidiary companies the secretariat supports. So it is a wide-ranging and comprehensive role, reflecting the broad range of the charity’s activities.

Does Cancer Research UK still feel like a charity or is it just like working for any other large organisation?

It definitely feels like a charity – in a very positive way, through the culture of the organisation. I spoke previously about the energy in this building. The people here are really committed to the mission of the organisation: that by 2034, three out of four patients survive cancer. It is a powerful message that motivates our staff in their everyday work.

We are also fortunate in the quality of our trustees, who are very committed to the charity’s mission and objectives, giving us a lot of time and bringing excellent experience.

“When a charity is governed well any cost will be returned through the organisation’s success”

Cancer Research UK is also different from a large commercial organisation in that the money we spend was donated to us and we have to use it wisely. We are always mindful of that duty.

As a registered charity and company limited by guarantee, you are covered by two sets of law. Are there any challenges in dealing with both?

We are governed by the Charities Act and the Companies Act, so our trustees are directors of the company, but they have additional responsibilities of compliance, prudence and care under charity law. We have company and charity law reporting requirements, which in general reflect each other.

We try as much as possible to set up our internal reporting systems so that the information we report in our annual report and accounts is available in a format that can be used for our Charity Commission annual return.

In our response to the recent Charity Commission consultation on changes to the annual return, we stressed that if there is information we are already providing to Companies House, then the Charity Commission should try to take this directly from the annual report if at all possible, rather than collect some sort of additionally nuanced version.

If we are providing information to one body, it would be useful if it could just be transferred directly to the other to avoid duplication as much as possible.

What is your overall opinion of the current state of charity governance?

It is wonderful to live in a country where we have a strong charity sector and great public support for the vast number of charities doing essential work. That is something that must be treasured.

That said, charities cannot only rely on their mission and achievements. They have to accept that people are interested in how they do what they do and what their internal processes are – it is a legitimate interest.

The charity sector in this country is in a good state, but we have to expect and welcome public and media interest in its governance and accept there have been certain recent cases where things were not as they should have been. The key is to respond positively and make sure the relevant lessons are learned and changes made which will ultimately make the sector stronger.

“The charity sector does a huge amount of good in this country and earning and retaining trust is essential”

Good governance underpins an effective organisation that has a well-developed strategy and is focused on its objectives. There is a certain cost to this, but when a charity is governed well that cost will be returned through the organisation’s success and will be reflected in its greater impact.

Cancer Research UK supports the Charity Governance Code, in particular its practicality, its setting out of clear principles and its aspirational spirit, recognising not all charities can or should be governed identically and that governance is constantly evolving – often in response to external factors, of which trustees need to ensure they are aware.

How does governance support Cancer Research UK’s purpose and vision ‘to bring forward the day when all cancers are cured’?

Good governance is a virtuous circle. Cancer Research UK has a strong board with the skills and experience to govern effectively, to set an effective strategy with clear objectives and a clear view of what success would look like.

A clear roadmap and milestones are a great motivator, and allow the board to maintain oversight, set clear reporting requirements and take remedial action if the objectives are not being achieved.

Our trustees are also very strong on organisational culture. We are doing a huge amount of work on equality, diversity and staff involvement, on staff speaking up and staff development. Alongside this, we are involving our wider stakeholders and patients, particularly in designing our support material.

We have completely revised our web pages with patient and user involvement. We have patient engagement groups, cancer ambassadors that advocate on our behalf and interact with their MPs.

We have over 40,000 volunteers, many of them working in our shops. And we are now using the space in our shops to further support people, in a place where they can come to get information about cancer. As well as an internal focus and making sure we are a well-managed organisation, we also reach out and have an external voice.

As one of the biggest charities in the country, does the organisation’s high profile and public spotlight affect things?

It does, but from a positive point of view. We are high profile, we are well known and we have got a very strong brand, which is really positive for our fundraising and spreading our message. When people think of a cancer charity, we are front of mind and we work very hard on that. When patients need us, they know where to come.

“We have a responsibility to all our stakeholders and need to continually earn and retain their trust”

We realise that our reputation is valuable to us and work very hard to maintain and promote it. As one of the largest charities, we have a leadership role in the sector, which we take very seriously. We rely completely on donations from our supporters to fund our life-saving research, so our position is certainly something we cannot take for granted.

How can the sector help encourage people to become involved with charities?

As I mentioned, we have over 40,000 volunteers giving their time, energy, passion and skills to support our work. We have a range of roles, and try to match our volunteers’ skills, experience and availability to the opportunities available. Our volunteers genuinely impact on how and what we deliver, and we would not be where we are today without them.

There are so many aspects of our work where people can volunteer, such as in our shops or holding a fundraising event. You could become a Cancer Campaigns Ambassador, which involves asking your local MP to support better cancer policies. You can even help by volunteering to share your health data.

Our corporate partners are a great support in helping us achieve our vision. Not only do they fundraise for us, but we are also working with them in a more strategic way. For example, in January 2018, we launched a new partnership between Tesco, Cancer Research UK, Diabetes UK and British Heart Foundation called ‘Little Helps for Healthier Living’.

It aims to encourage sustainable, measurable changes in the behaviours of Tesco colleagues and customers, and healthier lifestyle choices that could help lower the risk of cancer, type 2 diabetes and heart and circulatory disease.

The partnership will also raise funds through colleague and customer fundraising to support our vital work in prevention and early diagnosis. Tesco is also a partner of the Race for Life series, working to generate millions of pounds through sponsorship, corporate donations and colleague fundraising.

This is just one example of how we are working with our partners, and there are many more. We really do value every one of them.

Have you as an organisation taken any lessons from the recent scandals in the sector?

There has certainly been a spotlight on the charity sector over the last few years, and rightly so, as it has highlighted some clear areas where improvements across the sector need to be made.

“As well as an internal focus and making sure we are a well-managed organisation, we also reach out and have an external voice”

We have a responsibility to all our stakeholders and need to continually earn and retain their trust. We have a very active fundraising and marketing committee, which has oversight of the governance of our fundraising activities and view complaints as useful indicators there could be a broader issue which has to be addressed.

We also recently reviewed our safeguarding policies and found them to be strong and effective. We are constantly looking to learn from experience, and review our processes regularly to ensure we are putting our supporters and beneficiaries first in everything we do.

We are constantly looking at ways to engage with the public, and the ways we engage will develop and change.

The charity sector does a huge amount of good in this country and earning and retaining trust is essential. Obviously, there are cases where things have not gone as they should, but you have to learn from those mistakes, to take the feedback on board, because it allows you to improve and be more effective.

What advice would you give to a governance professional or company secretary at the start of their career?

Take the CGIUKI qualification! It provides the foundation knowledge to build on in your career as a company secretary.

Also, develop your soft skills. Your technical skills, in some ways, are a given – although they still need to be very strong. But your soft skills – being aware of how you present yourself, your ability to engage at all levels of the organisation, your ability to present a concise, credible and palatable argument, and your independence – distinguish the role of the company secretary and define how you progress in your career.

An essential part of being a company secretary is the ability to constantly learn at a technical level, but also from events and colleagues. A great part of my job has been mentoring colleagues and watching them develop. This is something that works both ways and I learn so much in return.

My final message is to take every opportunity to broaden your experience. You are in the privileged position of working at the top of the organisation. It is great to witness the mechanics of how things get done and perhaps to have a positive influence.

Ours is an absolutely fascinating role and I would really encourage people to join the profession.

Interview by Henry Ker, editor of Governance and Compliance