Company Secretaries : Watchdog of good governance

Interview With Anne-Catherine Grave

The various worldwide corporate failures over the past decades have showed clear omissions by board members in corporate governance. There is no doubt on what stakeholders expect from board members and these expectations has risen the importance of the CoSec role.

With the increase of regulations and its complexity, it becomes more important for companies to have well documented corporate governance practices. Anne-Catherine Grave, chair of the ILA Company Secretarial and Governance Officer Committee, talked about the growing importance for boards of having a highly skilled CoSec.

“At the Directors’ Day, Claude Marx  [the CSSF CEO] raised  some findings which could have been easily avoided with a good CoSec officer” said Anne-Catherine. She noted that in the past there was a tendency to see the CoSec role as a relatively rudimentary administrative function but now it has a key role in ensuring compliance.” She is convinced that board members recognise now the importance of having a good CoSec in order to assist them in their duties and responsibilities.

Demand for experience

Hence increasingly, boards want a skilled CoSec. “We see growing requests for experience and qualifications – for someone who can add professional value and be an asset, not simply someone to transcribe minutes,” said Anne-Catherine. Nearly 100 ILA members are now certified company secretaries, with half of these qualifications coming this year with a further sharp increase in the pipeline for next year. The certification programme began in 2017.

Perfecting this training is an on-going task. A working group is considering feedback on content and teaching methods, and is also seeking to anticipate future regulatory moves. This is also part of an effort to fit this education into other ILA training modules to maximise complementarity. Anne-Catherine also underlined that training is not a one-shot effort, requiring continual updates and refreshers.

Range of skills required

Part of the challenge is that the CoSec role is loosely described in Luxembourg law and professional codes of conduct. “We don’t really have a clear job description, but it is a very complete function, but is not always perceived as such. Yes there is a substantial administrative role, but there are also key governance and advisory roles,” Anne-Catherine noted. She sees part of the committee’s role being to spread understanding of the importance of the CoSec role within the corporate and regulatory communities.

A range of technical and human skills are required to be a valued company secretary, and these can be taught in formal training contexts. “The technical side is important, but so are the soft skills,” she said. For instance, in certain unregulated contexts the CoSec can take a lead, working with or sometimes in lieu of the chair. It helps to have the required knowledge and confidence when stepping up to this role.

Defining the role

Events are important for all of the above reasons. Networking and presentations enable knowledge about technical matters and best practice to be shared, and also to offer mutual human support as the role takes on greater levels of responsibility. Online events are being planned for the near future, and this will be taken up a level after coronavirus restrictions recede. As well, the committee is thinking about creating a newsletter.

“My dream is that the regulator creates a mandatory function defined as ‘Chief Governance Officer’, function that could be fulfilled by a CoSec. she said. “This would help us to be officially recognised as an essential and independent function within a company.