Corporate governance is really boring

That’s what many of my professional friends (especially fellow lawyers) told me.

I was weighing up a career move in 2014 from in-house lawyer to Deputy Company Secretary. Why would I possibly want to give up working on high-value international mergers and acquisitions, to take meeting minutes, update statutory registers and make filings at Companies House? “Boring”…”wasting your potential”…”dumbing down your talents”…”you’ll go from being a ‘doer’ to a bureaucrat”…they warned.

But I knew such opinions were born from the blinkered perspective that lawyers and other adjacent professionals can often have on what the role of a company secretary entails. Company secretary = the admin team, the form fillers, the mailbox for resolutions.   I’ll admit, I used to hold that view myself as an early career lawyer in the 2000s, based only on my limited interactions with company secretaries during corporate transactions.

In those days, I’d pre-draft the completion Board minutes and resolutions for my deal, just needed CoSec to get the rubber stamp from the CEO, then we could sign off the transaction docs, right?  Why wait to have the next monthly Board meeting - what’s to discuss?   Board meeting quorum requirements, terms of reference, minutes, directors’ interest registers = Boring. Please let’s just move fast and get the deal done.

When I was offered that Deputy CoSec role, I was a few years more experienced, knew my way around a large corporate group, and saw the broader opportunity to evolve from a corporate lawyer to a modern governance professional. I wasn’t invested in how things had been done before and, unlike my more cynical friends, I saw the chance to redefine a broader, improved and valued service offering. One that was closer to the business and more able to support well-informed, top-table strategic and transformational decisions.

If, as a profession, we want to continue to change misperceptions that cosec is largely an admin role (and let’s not kid ourselves, that view remains quite prevalent beyond our own community), then we must live up to that by being prepared to articulate the value of the modern governance professional. When asked “what do you do?” by someone unfamiliar with governance, please take the challenge not to mention in your second or third breath that you take the meeting minutes (yes, I know they are important, and require great skill, but please let this task not define us!).

Consider how your Chair and CEO, as your key ‘customers’ and stakeholders, would describe what you and your CoSec team does.  Would it mirror your own description? If their answer is based on “they compile my Board packs and take minutes” then you have a problem - either they don’t see the extent of the value you are adding (or could add), or the description is accurate and your role truly is marginalised to the bare essentials. Either way, this presents the opportunity to show more, and over time pivot to a more advisory approach. If, on the other hand, the answer is along the lines of “they make sure the Board operates effectively, efficiently and responsibly”  and/or “they act as my guide, adviser and conscience on all governance matters” then you know you are winning - they value the more strategic elements of the role and trust in you to deliver them.

Over the last decade, I’ve had the privilege of seeing top level Boards and Committees in action up close in hundreds of meetings. I am also proud to have designed and deployed governance frameworks, worked on some fantastic governance improvement projects including getting more value from governance teams, and seen the transformations that these can deliver.

So I now know that the point of good governance is to nurture an open, supportive environment. One in which informed debate and decisions can enable the big, strategic opportunities ahead to be identified and grasped. Visualising the future, helping good things to happen, and bad things not to.  Contented stakeholders. Companies thriving, responsibly.

Enabling and influencing that, boring !!??!!

No regrets here, my friends.