Justine Campbell is Group General Counsel and Company Secretary at Centrica, the energy services company. Previously, Justine was Corporate and External Affairs Director of Vodafone UK, and European General Counsel at O2/Telefonica.
How has the role of the company secretary changed in recent years?
It’s become more strategic, and much less focused on back-office, administrative support.
That change is largely driven by significant evolutions in corporate governance, and a string of high-visibility corporate failures that have led many directors to realise they take on quite a lot of liability and risk. They want someone who can give them strategic advice on what they should — and shouldn’t — be doing.
Never has this been more tested than in the COVID-19 environment. Company Secretaries have had to manage remote board meetings and AGMs, support decisions on when and how to make urgent market announcements, and react extremely quickly to address unprecedented challenges.
How has the COVID-19 crisis impacted boards’ discussions around stakeholders?
Boards have been spending a growing amount of time on a wider group of stakeholders in recent years — and not just on investors — even before the pandemic hit us. But the combination of a pandemic and the racial justice debates sparked globally have shone a light on these considerations in a much more tangible way.
Whether it’s equality or global warming, organisations that don’t address today’s big societal issues in some way or another will find it increasingly hard to operate. Companies know their actions over these few months will likely determine how they’ll be perceived for the next decade — and consequently whether they will succeed.
But, to reach that next decade in the first place, you have to be able to survive the short-term crisis. In many organisations in recent weeks, boards had to navigate complex trade-offs between short-term cash management and longer-term job preservation, and make difficult decisions affecting employees, investors, and wider stakeholders, balancing issues such as redundancies, pay freezes, charitable contributions, and dividends in a challenging and uncertain environment.
For many companies, there was no perfect outcome, and the challenge then moved from “what” the decision was to “how” it was communicated. What matters in such circumstances is being honest and clear, explaining the context, being empathetic without being paternalistic, and, for senior management (including directors), to be available to connect with affected stakeholders — whether investors, employees, or others — and not hide behind “corporate speak”.
What impact does the quality of board information have on the effectiveness of boards?
When you’re not attending the meetings, it can be hard to understand what goes on in the boardroom. And that means most of those asked to present to the directors will be inclined to think, “My gosh, these are the most senior people in the business, I’ll give them the most complicated, brilliant document and cover every issue in detail!”
Being in the room, and seeing its dynamics, you quickly understand this is the wrong approach. Board members only meet a few times a year, and every input they receive needs to be signposted, simple, and focussed to make the best use of these hours.
But those creating the materials can only produce relevant ones if they have a strong grip of what the board wants to cover. To get around this problem, it’s worth spending more time planning and less time doing, by defining beforehand with the chair and the executives responsible what specific issues need discussing — and turning these into clear briefs.
One important point to keep in mind: even with unambiguous briefs and sharp reports, board information can only go so far to fuel the discussion. To give an example: governance requirements, such as Section 172 statements, may have directors concerned about reports ticking the boxes and covering diversity, stakeholders, and other crucial ESG topics. But, really, if your board needs bullet points in your papers to ensure these issues are raised, your organisation likely has a culture problem, not a report problem.
If you could wave a magic wand, how would you make boards more effective?
I’m not sure there are magic wands in the boardroom, but there’s a magic ingredient: a really good chair. Without one, you’re in trouble!
Chairs set the tone, and it’s up to them to set the culture and create the environment that will allow honest conversations — and to decide what those conversations should cover in the first place. Beyond the IQ everyone in the boardroom has, the chair needs the EQ to know how to bring the necessary people around the table, and how to involve them in constructive discussions.
Often, that means having an ego small enough to step back when the conversation gets going, while still having enough experience to be authoritative when the conversation needs steering — and that can be a hard-to-find combination. It’s why the best CEOs don’t necessarily make the best chairs.
What is your advice for company secretaries new to their role?
Company secretaries are sometimes nervous about exercising their authority and some can adopt a “passive” or “reactive” role. But they have the mandate to make things better where they see opportunities. So, don’t be impatient to change everything as soon as you start, but, equally, don’t simply adopt the current processes and assume they can’t be improved. In the same way as anyone taking on a new role should do, take a lay of the land and enough time to observe, and then start doing the key things that need doing.
Secondly, don’t be afraid not to know everything. Not having all the answers is the very nature of a leadership role. I’m a lawyer, not a qualified company secretary, and I’ll never be as knowledgeable on technical issues as an ICSA-qualified company secretary. But I know enough to know what I don’t know — and I’m comfortable to take a judgement on big issues and be able to say, “I’ll get back to you” on more detailed issues.
Finally, build personal relationships with directors. They each have priorities and views of their own that they may express more or less vocally, and part of being a company secretary is about facilitating the overall board conversation and improving the dynamic. People are people, and it’s okay to ask, “Can we catch-up for a coffee before the board meeting?”, to understand their views privately and get their advice.
What book is on your bedside table?
One of the few benefits of the COVID crisis is the time available to read, and I have downloaded a long list of books onto my Kindle.
I have just finished American Dirt by Jeanine Cummins, which was gripping. And I am now reading two in parallel: Why I’m No Longer Speaking to White People About Race by Reni Eddo-Lodge, which is really enlightening and hugely relevant at the moment, and “Boards” by Patrick Dunne, which is more like homework, but a great, comprehensive guide for anyone interested in how a great board works.
What luxury item would you take on a desert island?
I’ll freely admit I’ve wondered about this a lot over the years… I’m a huge Radio 4 fan.
It’d probably have to be a four-poster bed. It’s both kind of a house and a bed — what’s not to like about that?
What is your golden rule?
Hire the right people, and give them the space they need to deliver what they’re supposed to deliver.
I like to think of teams as jigsaw puzzles. We’re only one part of the whole thing, and we need others who will fit well with the rest of the pieces, fill with their strengths the empty space we’ve left, and help build a complete picture.