Robert Welch is Group Company Secretary at Tesco, one of the world’s leading retailers. He has held the positions of Group Company Secretary at FirstGroup plc and Company Secretary at Kazakhmys PLC. Robert has also held senior positions at BPB plc and Kwik Save Group PLC.
How has the role of the Company Secretary changed in recent years?
It used to be quite siloed and admin-focused, but increased governance requirements have necessitated a shift. The role is now far more pivotal, and much more commercial.
Company Secretaries today have a seat at the table, and the opportunity to be key advisors, wielding a lot of influence. Gaining a deeper understanding of the challenges facing various parts of the business allows us to more effectively guide colleagues on how to provide the right information for the board. It’s these things that make the role so interesting.
What skills do you look for in a Company Secretary?
These days, some of the most important traits in a good Company Secretary are influencing skills, teamwork skills, and the ability to think “outside the CoSec box”. In other words, have a much broader mindset than we traditionally did.
Business acumen is key, and I’m always looking for ways to enable the team to gain even more exposure to commercial challenges — which is why I am a director of one of Tesco’s subsidiaries. We use this knowledge to, for example, provide feedback on board papers: if a good Company Secretary can’t understand what’s written, then board members likely can’t either, and we need to work with management to refine the paper.
What kind of impact do you see when information is presented well to the board, as opposed to poorly?
It has the biggest impact on the time it takes to make a decision. The better the quality of the paper, the shorter and better the discussion leading to a decision — because the board has the info they need, it’s been understood easily, and they can make an immediate decision.
When the paper quality is poor, the board members have more questions, on things which should have been covered in the report but weren’t. Unless you give board members the right information, they can’t fulfil their potential.
If you could wave a magic wand, how would you make boards more effective?
Simple: give them a great chair — it’s the key determinant of a great board. The Chair sets the agenda, sets the tone of discussions, encourages others to share their views and promotes challenge in the meeting, and has a key role in the composition of the board. A Chair who can do these things will improve the effectiveness of the board more than anything else.
How do you align your department’s strategy to the business strategy?
Company Secretaries are in a privileged position; we see the strategy being developed at the Executive Committee level, then challenged and consulted on, and finally approved at the board level. Therefore, we have a very good understanding of the strategy and the impact it’s designed to have. It makes life much easier when setting my team’s objectives and personal development plans, as we’re able to align these to the strategy of the business.
Are there things you’re doing that others could leverage?
We have a good way of managing forward planners, which stretch out for a year showing what’s coming up most of the agendas; whether it’s the board, or other committees and forums. If a board member thinks we haven’t spoken about a particular subject for a while, they’re able to see when it’s coming up. It helps to allay any concerns they might have, and we can also see where all the peaks and troughs are, to help space things out and ensure items have sufficient time.
I believe we’re also doing a good job with our board papers. It’s helped by having a Chairman and CEO who both support the process, so we have no problem with, for example, imposing limits on length, and enforcing our 1-week submission deadlines.
What book is on your bedside table?
It’s one that I bought for my holiday, which I haven’t quite finished: Sapiens: A Brief History of Humankind, by Yuval Noah Harari. It’s a great book for dipping in and out of, but the holiday was so good that I didn’t have enough time to read it!
What is your golden rule?
Always communicate honestly and transparently. Relationships are built around trust: you have to trust the people you work with, and they have to trust you. To me, the way to do that is through communication.