The Effective Secretariat Part II – How To Work Successfully With Internal Stakeholders

The role of the company secretary spans many facets of an organisation: law, regulation, finance, strategy, culture. Consequently, company secretaries can find themselves in combined functions with other areas such as Legal, Finance, Governance or Compliance as well as in a separate function in their own right. Regardless of where the cosec team sits within an organisation, company secretaries are required to work with stakeholders across the business to carry out their role effectively.

To be effective, we need to build strong relationships with stakeholders, both those in and outside of our function, and this article seeks to address the potential challenges faced and how to mitigate these issues.

Raising awareness of the value of the company secretary’s role

Frequently the role of the company secretary can be misunderstood or overlooked. For example, company secretaries may be viewed solely as administrators: people to go to when you need a document signed by the Board or need access to minutes. Whilst the co sec team is often the obvious pathway to “everything Board related” our role as advisers needs to be demonstrated at every opportunity – whether it is advising on the format of a Board paper to get the best discussion and decision or managing the relationships between the non-executive and executive directors and their own personal agendas.

Lack of understanding of the role can lead to company secretaries being consulted too late to provide input e.g. in the event of significant transactions, and not able to provide valuable advice when it is needed. Sometimes subsidiary accounts are shared too late with the company secretariat to enable them to review them properly resulting in last minute amendments needed to reflect changes in directorships which the finance team were unaware of.

Equally in the case of transactions if company secretaries are not involved early on in the process key steps in the process can be missed and identified at a very late stage such as the need to obtain shareholder approval. Company secretaries are in a privileged position with direct lines into the Board and the most senior individuals in an organisation and can provide valuable guidance on how to influence the Board, yet this is often not recognised outside of the function.

How can you improve awareness of the role, particularly within a combined function?

• Network across your function to build a relationship with key individuals. Building relationships in your wider team is just as important as outside of it! Make sure your function knows when you should be brought into projects like incorporations, subsidiary accounts preparation, acquisitions and disposals and remind them if they forget about you or neglect to inform you.
• Demonstrate the value company secretaries provide by inviting members of other teams within the function to join projects you are leading early on, where appropriate. This may lead to them doing the same for you. Lawyers and accountants often studied company law as part of their degree but are not familiar with how that is applied in practice and the other practical aspects of the co sec role or how we support good governance in the Board room.
• Openly celebrate and call out team successes to raise awareness of the role in a combined function. Qualifications, project successes and award nominations are great accolades to start a conversation.
• Make sure any intranet page is really useful and the wider business is aware of it – how to sell shares for instance or when co sec should be consulted. Be inquisitive – ask to attend team meetings of other areas to find out what they do. The more you know about their role, the better you can engage with them.
• Be generous – offer training sessions for new starters on what the co sec function does including when the co sec team needs to be advised and the help the team can offer.
• Volunteer for non-work-related roles in the wider business to meet people in other teams and raise the profile of the company secretary informally. Join a quiz team, attend the summer party, lead on wellbeing events. Any excuse to meet others across the business and explain the role you do and the value it brings. 

Combined General Counsel and Company Secretary  Role

Particularly in combined Legal and Company Secretarial functions, the team can be headed by a General Counsel who is also the Company Secretary. This article does not consider the benefits or otherwise of a combined role but it can certainly mean that the management of the team is more effective, as the head of the function will potentially be involved earlier in activities that will impact the team and become aware of emerging issues more effectively.

However, if the roles of Company Secretary and General Counsel are held by two individuals, with the function led by the General Counsel for example (with line management responsibilities for the Company Secretary) this can cause some challenges for the Company Secretary. A sole General Counsel may not necessarily appreciate the work being undertaken by the cosec team. Whilst many General Counsels are a regular attendee at Board meetings, if this is not the case and they only attend for specific items this can confound the lack of awareness of the role of Company Secretary. There is also the question of confidentiality – should the Company Secretary be party to inside information that the General Counsel is not party to due to their role supporting the Board as a whole and regular communication with the non-executive directors, this needs to be carefully navigated.

Managing Competing Goals

When working with a variety of stakeholders, it is important to be cognisant of the fact that they will each have competing priorities and goals. Bringing stakeholders in early on in a project is essential not only to secure their buy-in but also gain key resources and time.

• If you already have a connection into a particular stakeholder group, perhaps undertake a soft-sounding approach to introducing the subject you would like their engagement on.
• Prior to that, within your own team, consider what information you want to share, if and how much support you will require from them, key trigger points where work peaks and troughs might arise and an approximate timeframe with all relevant deadlines understood. 
• When having such conversations show empathy to the challenges other functions face and be prepared to compromise. 
• Remember that no matter what the nature of the work is, function collaboration will ultimately promote honesty and fairness and a more effective result and success for the business. 

Improving understanding of roles and responsibilities

For projects and workstreams where you will be collaborating with either members within your function or another separate function, it will be fundamental to agree from the start who will be doing what. 

• Dedicate a kick-off meeting to discuss and clearly articulate and record what needs to be done, what the intended outputs should be, and what success will ultimately look like. 
• We would recommend putting in place a framework with clear parameters within which everyone involved should be willing to work. 
• Specifically, consider and agree on matters such as escalation points, timetables and deadlines, accountability and how to avoid decision bottlenecking. 
• Understand and manage known absences like holiday or lack of availability due to competing projects or working patterns.

Working with overseas contacts

Often Company Secretaries will be part of a large function which includes overseas company secretaries, or they will work with overseas cosec providers. Working with anyone who is in a different jurisdiction requires an additional set of considerations, not only due to cultural differences, but also factoring in time zones. 

• Learn about the overseas team / function / stakeholder you will be working with. 
• Make time to connect with them before you start working with them, understand what is important to them and what their priorities are, and also what challenges they face in their role. 
• Time zones should be carefully worked around, and do not presume to know what time of day is most convenient for meetings with those in different countries. 
• Try and understand more about the particular culture that your contact is part of, as well as any local corporate culture / business etiquette in a particular country. Examples include making sure you refer to people by their title and surname until instructed otherwise, and understanding that in some cultures the word ‘no’ can be considered to be rude and instead people may say ‘maybe’ so you need to be attuned to this type of language and work towards a solution together.

In conclusion

Ensure if making any changes or starting a new project to bring key stakeholders along on the journey. As a company secretarial team, having a self-awareness will only benefit you further – make sure you know your strengths and where you need to increase skills / knowledge and find help for that, whether internally or externally. Importantly, be receptive to new ideas and be patient should you experience hesitancy from others. Collaborations within a combined function or with individual teams across a business, if managed well, can result in increased expertise, agile working and value for your business.