What’s in a name? How the title “Company Secretary” underplays the significance of this evolving role.

Company secretary

4 min read

The role of a company secretary is becoming much broader and more significant than its title would suggest. In theory, nobody is in a better position to influence and impact the way in which a board and organisation operate. But how can governance professionals position themselves to make the most of this opportunity?

This was the main topic of discussion at our recent “Governance Game Changers” event — a series in which we share governance professionals’ success stories and ponder what the future looks like for this rapidly changing role. Shaun Coles (Global Director of Governance at Banco Santander) and Kate Huggins (Partner, Corporate Governance at Leathwaite) discussed how to navigate the changing remit and expectations of governance professionals and build the right environment in which to grow your team and career.

How do you build a great governance team?

Shaun. When I stepped into the group governance role at Santander in 2016, I began setting up, from scratch, a team with two aims: to instil best-in-class governance discipline in the corporate centre, and to discharge exceptional governance discipline across a multitude of geographies with different legal and regulatory regimes and standards.

I chose to focus first on behaviours: finding people with the right attitude. For me, this was about finding people with the self-awareness that they didn’t know everything, combined with a hunger to learn. I searched throughout the organisation, taking people from a range of functions to build a team full of different skills and backgrounds, sharing a common mindset. This has resulted in a truly diverse and effective team who are greatly respected in the organisation.

It’s a great bugbear of mine when board members and execs think members of the governance team are there simply to take the minutes. It’s an important thing to do, but the team has an equally important advisory role too. To deliver on this role, we needed to expose our people to much more than just taking minutes — taking them out of their comfort zone and allowing them to develop professionally, in a safe environment.

“Governance should be an enabler to the business and strategy being delivered. It shouldn’t block it. If you think it is, then the challenge is to unblock this with credible solutions while enabling people to still deliver.”

Shaun Coles, Global Director of Governance, Banco Santander

Kate. As recently as ten years ago, the company secretary was seen by some as a “tea-bringer”. Now the chief governance officer is a professional who understands and takes an interest in the business; they support the board by bridging the gap between the board and the executive.

What’s the environment like out there right now for company secretaries looking for their next role?

Kate. The market is highly buoyant; if you are considering a new challenge, there are plenty of roles to consider. However, it is also a burnt-out candidate pool. Over the past two years, talent in corporate governance has been working extremely hard to support their organisations through this recent global health pandemic, adjusting to virtual meetings and adapting their operating processes. This means many candidates have not had the headspace to reflect on their careers. The best candidates have not had the time to consider whether they are still fulfilled by their role or what they want from their next one.

Carving out this time to reflect is important and this summer is a perfect time to do that. My advice would be to think about the building blocks you have in your career, and what you are missing.

“A lot of candidates, in a busy market jump away from a company or role. My advice would be to always jump towards something. Ensure you are convinced by the pull not reacting to the push.”

~ Kate Huggins, Partner, Corporate Governance, Leathwaite

Shaun. Although I’ve worked in the same organisation for 22 years, every 3–5 years I go through a process of reflection — I think about where I’ve got to, whether I am still adding value, and if there is still more left for me to learn.

Historically, the career path for a company secretary was linear. Now people are bolder, stepping out of the governance team and spending time in other parts of the business. These days you must challenge yourself and keep yourself current.

“One of our subsidiary CEOs once said you should be controversial and bold, but always have something in your pocket to back it up.”

Shaun Coles, Global Director of Governance, Banco Santander

What does the future look like for the role and is the title “company secretary” still relevant?

Shaun. I think that the name sets the tone and the direction. “Company secretary” doesn’t exactly exude innovation. And it’s no coincidence that my job title is “governance” and not “company secretary”. As for what’s coming — if I was starting my career again today, I would absolutely ensure I was relevant in the ESG space.

Kate. ESG provides an opportunity for corporate governance professionals to expand their remit and raise their profile. We are increasingly seeing ESG included as a sought-after experience set in searches. Could the future of governance be to lead the ESG agenda?

More broadly, clients increasingly want governance professionals who are thinking about innovation, change and the operating model; they want candidates who are willing to embrace technology and automation. They are not looking for back-office minute-takers, but for individuals who can (and want to) add strategic value to business decisions. The chief governance officer is a business advisor who drives better governance and better decision-making at a senior level.

“Would you put ESG under the chief governance officer? Yes, absolutely. Would you put it under the company secretary? Probably not.”

~ Kate Huggins, Partner, Corporate Governance, Leathwaite

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