“Corporate governance has given the secretary an extra dimension”

BUSINESSMAG. What is the history and origin of the Institute of Chartered Secretaries and Administrators?

The Institute of Chartered Secretaries and Administrators (ICSA) was established in the 1890s to provide a professional framework for the secretaries of joint stock companies. Over the years, the role has broadened out enormously and the profession is as much concerned with all aspects of governance, risk management and advising the board on the best way to conduct the company’s business as it is with issues of compliance.

Perhaps the most important shift in focus for our members has been around the issue of corporate governance. That has given the secretary’s role an extra dimension. It is about giving advice that has as much to do with good practice and good behaviour in boardrooms as with regulatory and statutory compliance.

BUSINESSMAG. What is the main purpose of your visit to Mauritius?

The Institute has had strong links with Mauritius for many years and it is one of the model countries in the sub-Saharan region for implementing good governance and work ethics.

Our members, who work in the public and private companies in Mauritius, have a great deal of expertise in governance, ethics and compliance. I will be giving a talk entitled The ever changing role of the company secretary at an event hosted by the FSC in Ebène on 28th November.

We have 276 members and 487 students in Mauritius and, together with David Venus, the Institute’s President for the United Kingdom, Republic of Ireland and Associated Territories.

I will be attending the convocation ceremony for graduates, Associates and Fellows at Octave Wiehe on 29th November.

We will be taking the opportunity to visit the local branch which has been opened since 2009 to provide support to members, students and prospective students. Mike Evans, the Managing Director of ICSA Software, will be accompanying us on this visit. ICSA Software is the world’s leading providers of global entity management, corporate governance and company secretarial software. 

“Well-conducted evaluations have the potential to help boards identify their strategic priorities on matters such as succession planning, whether the board has the right balance of skills and whether there are any gaps between strategy and delivery”

 The local branch will be helping to promote the usage of ICSA Software’s BoardPad products which are revolutionising board meetings by offering an electronic alternative to working with board and committee packs.

BUSINESSMAG. What is ICSA doing to promote good governance in the UK?

I believe that ICSA is one of the leading bodies in the corporate governance debate. That’s why we have been developing our role as a commentator on governance issues. It is an important area for us because our members have a wealth of knowledge that is highly relevant to moving the governance debate forward. For example, when we were contributing to Financial Reporting Council’s (FRC’s) review of the UK’s Combined Code on Corporate Governance in 2009, one of the key things that occurred to us was that there was one ingredient that has been missing from the debate: the issue of behaviour.

Our recognition of this ‘missing link’ led to us undertaking a survey on boardroom behaviours with our own members, the findings from which formed the basis of a report for Sir David Walker’s investigation into the failings of banks and financial institutions during the financial crisis. Following this work, we were commissioned by the FRC to write a guidance note on boardroom behaviours which was published in 2011.

Currently, we are working with the 2020 Stewardship Working Party on a consul

tation which is designed to improve the engagement process between institutional investors and companies. We have also recently held the Excellence in Governance Awards in London which recognise excellence in the company secretarial profession and reward good governance disclosure in narrative reporting in the FTSE 350.

We’ve also just launched the second tranche of our Business Bellwether survey which we are running in partnership with the Financial Times. This constitutes a twiceyearly survey sent to all company secretaries in the FTSE 350. The aim of the initiative is to allow the FT and the Institute to gauge sentiment inside the boardrooms of UK plc, and to provide a comprehensive and representative benchmark index of business confidence.

BUSINESSMAG. How has the role of the Chartered Secretary been affected by the global financial crisis?

I am particularly proud of how our members have coped with the aftermath of the financial crisis, because it has had a profound affect on the regulatory environment in the UK. Our members are the ones who have had to wade through all this regulation, analyse which aspects are applicable to their organisations and then make sure that they are fully compliant. Because of these changes, company secretaries have to be people with a knowledge of issues that is both broad enough to cover all the elements in their work and deep enough to be able to provide high quality advice.

Regardless of their global location, our members have to be able to manage relationships effectively, whether that be between the chairman and the chief executive, for example, or between the executive directors and the non-executives. Our role is about value creation, not just preventing value destruction. Chartered secretaries are valued because we are business enablers – we are the ones who point the right way forward and keep a cool head in a crisis.

BUSINESSMAG. How can board evaluation help improve board effectiveness?

Evaluation of the effectiveness and performance of the board identifies where their processes, interactions and decision-taking are working well, and provides supportive recommendations where matters can be improved. We have been providing board and committee evaluations for over nine years and have a good record of repeat business. This work has given us excellent firsthand knowledge of the practices of a wide range of boards, which is not obtainable through any other means.

Well-conducted evaluations have the potential to help boards identify their strategic priorities on matters such as succession planning, whether the board has the right balance of skills and whether there are any gaps between strategy and delivery. The decision on whether or not to have and external provider to conduct the evaluation is entirely up to the board, but there are clear benefits for organisations that do so. An independent evaluation, conducted in complete confidentially, gives board members the opportunity to be more objective about the factors which are preventing the board from being more effective.

BUSINESSMAG. What are ICSA’s plans for 2013?

For six months starting early in 2012, we sought the views of stakeholders to help us identify better how to improve and develop our provision for members and students, and understand and respond to the considerable changes in the market. From informal visits to questionnaires and e-surveys, structured interviews and focus groups, our research into the market and member needs has given us the insight we need to build our forward plan. It is evident that there is significant change in the areas to which ICSA brings it presence and influence.

Levels of regulation in the areas of governance and compliance are likely to increase in the future and we believe that ICSA is well-placed to provide professionals working in these areas with a tailored portfolio of resources to support their organisational and personal development, whether they are ICSA-qualified or not.

We represent a diverse community, and the research has identified a need for us to do more to reflect the variety of contexts in which our members are working.

Underpinning much of our future development in 2013 will be further expansion of our digital communications strategy. This year, we have seen the real power of social media in encouraging debate and as a means of communicating with different groups. We will also be introducing more webinars to provide members and students with the opportunity to stay in touch with us regardless of their location and update their skills and knowledge on a regular basis.