Governance Game Changers is a blog and event series that celebrates governance professionals who’ve broken the mould and changed perceptions. One such game changer is Caroline Tolhurst, who built upon her experience as company secretary to become chair and non-executive director. Here, Caroline shares her thoughts on why company secretaries shouldn’t settle for being boxed into a “governance” corner, and how their central position within organisations gives them unique cards to play.
1. Be more than the “governance person”
One of the complaints you’ll commonly hear from company secretaries is that their job title doesn’t do their role justice, and that being a “secretary” gives those unfamiliar with the world of boards the wrong idea about what they do in their organisation. Few, however, object to being branded as part of the world of “governance”. And yet, the latter is, in my view, potentially more damaging to how we’re perceived by others.
Go back 100 years and the company secretary was defined as “the conscience of the company” — that is, the person making sure that you were doing the right thing in the right way, from a legal but also, quite often, moral perspective. It was clear that this role operated at board level, as a strategic partner helping guide directors. Rebranding as governance professionals takes company secretaries away from that history, and risks making the role sound less about “conscience” and more about “oversight”.
“To make sure you don’t end up mistaken as a poor relation of the compliance department, position yourself clearly — not as a barrier, but as a value-adder and a facilitator.”
So, to make sure you don’t end up mistaken as a poor relation of the compliance department, position yourself clearly — not as a barrier, but as a value-adder and a facilitator. The key here is to make good use of the role’s uniquely central position and to identify the improvements that aren’t yet happening because no one else has the bird’s-eye view you do. In large organisations, teams and individuals will often be working in silos, unaware of what the others are doing — you can, and should, help them get the full picture and work together in pursuit of their shared goals.
Importantly, explain not just what you’re doing but why you’re doing it. For example, if your process requires certain things to be done through a certain subsidiary of the group, point out that it’s not for process’ sake but for important tax reasons. It might sound to you like you’re stating the obvious, but this will help people get on your side and realise that you’re actually helping them be more effective.
A company secretary focused on the governance part of the role asks, “Are you doing this in accordance with procedure X and process Y?” Whereas one focused on the facilitator aspect asks, “Are you speaking with person X and person Y who might help?” Be that facilitator.
2. Understand the business — accounts included
It’s hard to bring people together and ensure that the whole is greater than the sum of its parts if you don’t understand what those parts do. So, to become a facilitator and a value-adder, you also must develop your knowledge of the business.
The good news is that here, too, you’re in a unique position — sitting as you are at the intersection of it all. If you’re attending a board or a committee, read the papers beforehand, so that you know what will be discussed and can better follow the conversation. And if there’s something in there you don’t quite understand, don’t be shy about it: just get someone to explain it to you. There’s no shame in saying “Look, I’m going to be taking the minutes on this, could you explain that bit to me so that I can do a better job of it?” It shows that you understand the incredible level of access that your role offers — and that you’re willing to turn that access into insight.
“There’s no shame in saying ‘Look, I’m going to be taking the minutes on this, could you explain that bit to me so that I can do a better job of it?’ It shows that you understand the incredible level of access that your role offers — and that you’re willing to turn that access into insight.”
In particular, make sure that you fully understand what the numbers mean, because, at the end of the day, it always comes down to numbers. If the matter is fuzzy in the slightest, consider taking short accounting courses — some take just a few days and will transform your comprehension of your organisation.
Then, once you have that understanding, think broader than your secretariat role, and ask yourself “How are people making money for the company, and how can I make it easier for them?” To put it plainly: this is how you’ll turn your work as a company secretary into something profitable for the business, and it’s what will help take your career to its next step.
3. Know your worth — and look up
And speaking of next step: if you’re like me, after spending so much time with boards you might start thinking “I could do that!” And you’d be right. Being a company secretary gives you rare familiarity with boards’ idiosyncrasies and challenges — and that’s worth a lot in a director.
Be humble at first and try to find a place where you can both add value and gain experience — in my case that was a pro bono role on a small housing association. And then, build your director career up.
“Former executives sometimes struggle with their transition to non-executive roles in particular because it means that they’re no longer the problem solvers. You, as company secretary, will have no problem being the one that helps others solve the problem.”
Others at board level will have different backgrounds, often with a stronger executive track record than yours. So, play to your strengths. To illustrate: when I eventually became chair of another board, it was in part due to the understanding of the role that I had developed during my years as a company secretary. Former executives sometimes struggle with their transition to non-executive roles in particular because it means that they’re no longer the problem solvers. You, as company secretary, will have no problem being the one that helps others solve the problem.