Impact case study database

Recognising that the effective deployment of the Company Secretary is pertinent to positive board outcomes, the research has raised the role’s profile among board members and shown it to be critical to board governance. Furthermore, it has empowered company secretaries and enabled them be more confident [source 1]. This has been possible through the deep developmental engagement over several years between the University of Reading and ICSA. As a result, ICSA’s core competency framework [source 2] and training programmes, underpinned by the research, have been implemented across its global ICSA network, now consisting of 36,000 members across 70 countries.

The Company Secretary is an executive position that usually reports directly to the Chair and is the key point of contact for other board members. In the context of stricter governance regimes, new disclosure regulations, and greater competitive pressures on boards, the secretariat holds a strategic function. However, historically, the role of the Company Secretary has been undervalued and misunderstood. Often, the demise of organisations is a result of the inability of boards to recognise and address a known business problem. In this regard, the Henley research has demonstrated the importance of the unique skillset of an effective Company Secretary in addressing these issues, and the importance of the role to the success of the organisation.

Increasing the skills capacity of company secretaries through an evidence-informed change in a training programme

The initial report [ref 1] has been reprinted three times and disseminated across ICSA’s global network [source 1]. Furthermore, it has been downloaded over 1,500 times from the ICSA website and University of Reading repository. The findings of the research projects were launched as printed and online reports, with keynote presentations given at the ICSA Annual Conference (London) to an audience of over 1,000 delegates (company secretaries and board members) comprising FTSE-listed and Multinational Enterprise (MNE) companies. Following this launch, ICSA cascaded the findings via their local and regional offices across 70 countries, where it has guided the work of ICSA with organisations in countries such as Australia, Hong Kong and China [source 1]. This was complemented by the release of the second report, published in 2016, on conflict in the boardroom [ref 2].

When the research was conducted, only 15% of company secretaries demonstrated higher-order skills. As a result of the evidence, the focus has since been to target the remaining 85% (29,000 members), to share best practice and learning widely and to “raise the bar of training” [source 1]. This represents a strategic change in ICSA’s training offer, moving away from focusing solely on technical skills, to add the softer skillset and strategic awareness demonstrated by effective company secretaries [refs 1 and 2; source 1 and 5]. For the first time, the research was used to develop a master’s programme. ICSA also redesigned their continuing professional development training to reflect the importance of life-long learning [source 1]. For example, there are two courses offered on the role of the Company Secretary – parts 1 and 2 [source 3a]. More than 200 delegates have attended the London-based ICSA courses, with further regional and international offices providing local delegates with similar training. There are also courses offered on director duties, effective influencing skills and risk management [source 3b]. ICSA are also developing courses that are specific to the private, public or third sector [source 3a]. The advantage of these is the opportunity to focus on sector-specific issues; for example, the skills needed by voluntary board members in charities will differ from those needed in the private sector and indeed the abilities required in the public sector. The new ICSA Governance Leadership programme [source 3a] is being offered as either a residential three-day course or as modular days.

The research also underpins the executive education two-day board director’s open programme at Henley Business School, and the master’s programme in Board Practice and Directorship that is designed for practising, experienced board members and company secretaries. The two-day open programme has had 60 participants a year for the last four years, and the master’s programme has 20 board-level participants in its 2020 cohort across the public, state-owned and private sectors.

The Policy and Research Director for ICSA reports that the research-informed training has led to an increased confidence among company secretaries, with an improved skillset in terms of transferrable skills. Examples include a Company Secretary in a UK-based FTSE 100 company, who “had the confidence to stand up for themselves and, when necessary, work with the board to effect leadership change where the current style was inimical with the board’s chosen culture”. Through the training, the company secretaries are now able to work across sectors and have a clearer career path, as the research has provided an “intellectual underpinning” of the Company Secretary as a Governance professional [source 1]; this concurs with observations from the ICSA’s membership on the changing nature of the role [source 1]. Other examples include individual company secretaries working across a number of different boards within the same sector, with each board requiring a different and nuanced strategic approach, as well as providing a strategic steer on the evaluation and appropriate composition of the board [source 1 and 5].

Change in name to Corporate Governance Institute and launch of a core competency framework

In 2018, ICSA launched its new skills competency framework, which was underpinned by the research. This has been “well received in the market place” [source 1]. Indeed, a number of FTSE 100 companies have used the framework as part of annual performance reviews – in terms both of informing development needs and of evaluating performance [source 1]. In turn, ICSA has observed a “change in how boards are operating”. Furthermore, as a result of developing a set of competencies, a number of company secretaries have moved into different roles, including that of chief governance officer and those of non-executive directors [source 1].

The research gave ICSA, formerly known as the Institute of Chartered Secretaries and Administrators, “an academic underpinning” for its move to re-position itself and to rename itself as the Chartered Governance Institute. As a result of the repositioning of ICSA and their revised training curriculum, the profile of the Company Secretary has become better recognised and acknowledged at board level as a governance professional [source 1 and 5]. FTSE 100 companies report, for example, an increased resilience of boards where company secretaries are well placed as “trusted advisors to the board” as well as more broadly within the firm on governance issues [source 5]. Indeed, within larger organisations, the secretariat is an evolving department/function [see, for example, source 4 and 5] that enables increased strategic contributions. As company secretaries “get governance in a way that many other executives don’t…..[the Company Secretary role] has become more important over the last three to five years” [source 5]. In the finance field, section 166s, issued by the Financial Conduct Authority, now scrutinise the governance pathways for decision making, which are designed and implemented by company secretaries [source 5]. As a result, the perception of the Company Secretary role has changed with an appreciation of its strategic nature, whereby there is a consistency in terms of information provision to the board acting as a “bridge [for] the independent [directors’] perspective and the executives’ perspective and to help them get what they need in order to challenge the business and make the decisions that they need to make” [source 5]. Indeed, the demonstration of these softer skills is now more key to promotion than technical skills [source 5].

In summary, the research has demonstrated the unique skillset required for the Company Secretary role and the benefits that it can bring to an organisation. It has underpinned a core competency framework and training programme adopted by ICSA and used in executive education at Henley Business School and within FTSE 100 companies. The changed profile of the Company Secretary, facilitated by the training programmes and competency framework, has improved board outcomes across a range of businesses for different sectors on a global basis. This is significant in terms improving the composition and agility of the board, and thus its ability to respond to business needs in an effective and timely manner, which ultimately underpins the success of an organisation.