UK: Influencer And Enabler

Last Updated: 24 April 2017
Article by ICSA  

Lorna McMillan, the ICSA Awards Company Secretary of the Year, on balancing the needs of the board and executive team and how governance reform is an opportunity for the company secretary to step up

Lorna McMillan is Company Secretary at CYBG plc

Can you explain how you arrived in your current position and why you chose to pursue a company secretarial career?

I became Company Secretary of CYBG PLC Group in October 2014, just at the time when our company was starting to prepare for the demerger from its parent, National Australia Bank Limited (NAB), and our IPO.

I have worked with the group for more than 20 years – since I left university – and there has always been a governance aspect to the roles I have held, whether that be coordinating the year 2000 programme for our treasury services function or being responsible for business continuity management when I worked in New Zealand for NAB.

It was only after returning from New Zealand in 2004, and I was thinking about 'what next', that I started to consider that a company secretarial career would suit me perfectly. I have always liked being involved in decision-making at the heart of the organisation, but I also appreciated the diversity of responsibilities in the roles I had held.

I was naturally someone who had a very strong attention to detail and was highly organised, but I was also used to working in fast-paced, challenging situations that motivated me. I joined our company secretarial team in 2006, set about getting my professional qualification and have held both Assistant Company Secretary and Deputy Company Secretary roles since then.

What did you find most difficult about training to be a company secretary and what advice would you give to those beginning their governance career?

I gained my qualification through the self-study route while also having a busy, full-time role. So for me the most difficult aspect was being disciplined about sticking to a formal study plan and managing my time well across work, study and family.

But looking back, one thing that really helped was being immersed in the practice of what I was studying on a daily basis – when I was reading about effective minute taking one evening, I was at work practising it the next day. And really that is my advice for anyone beginning a career in governance – get as much on-the-job experience as you can. It will help you understand the theory so much better if you can see it come to life in a practical way.

Why is the role of the company secretary so important?

The company secretary is much more than an advisor to the chairman and board and overseer of board administration. Particularly in times of significant business change, the company secretary has a vital role to play in ensuring that the governance framework both supports and enables that change, but also that it ensures business integrity and transparency.

The company secretary therefore needs to balance the needs of the board and executive team and be the influencer – and sometimes enforcer – of good standards of corporate governance. This takes strong EQ, resilience and, often, courage.

The company secretary is required to think strategically and be able to pre-empt issues before they arise and to give objective, impartial advice. Today's company secretary is as important to the leadership of the business as the board and executive team.

What are the biggest challenges for your role?

We are still a young PLC and it is challenging to deliver a best-in-class governance framework in the context of significant change externally and internally. Since the IPO, we have done many things for the first time – our first listed company annual report and accounts, and our first AGM for example – so we need to keep learning all the time, focus on continuous improvement and not be complacent.

Importantly, improving the understanding of the value of strong governance and compliance across the company is an area of focus, to bring corporate governance to life in a meaningful way.

It is easy to say that governance in the banking industry is made more challenging because of a complex and demanding regulatory framework, but there are many regulated industries operating within similar contexts. Perhaps what stands the banking industry apart is the public image of the system and perspectives about shortcomings in corporate governance.

In addition to ensuring a stable financial system through prudential regulation, the conduct of firms in financial services is under increased scrutiny. The Banking Reform Act 2013 introduced a new regulatory framework for individuals, including the Senior Managers Regime (SMR), to ensure that senior managers are held accountable for misconduct within their areas of prescribed responsibility. Alongside this, there are the new Certification Regime and Conduct Rules, which set standards of conduct for individuals at all levels in the banking industry.

The implementation of the SMR has meant our governance frameworks have had to evolve to ensure they are structured to support senior managers to discharge their responsibilities and can evidence they are doing so. This extends to those roles on the board classed as senior management.

Another area of increased scrutiny in the banking industry has been executive remuneration and the notion of reward for failure. This has driven wider recognition of the relationship between remuneration, market integrity and ensuring incentives do not encourage excessive risk-taking or misconduct. The FCA Remuneration Code sets standards to ensure that remuneration policies and practices for firms in the banking industry promote sound and effective risk management. This adds complexity to our remuneration governance framework and the work of our remuneration committee.

What does the future hold for the company secretarial profession and governance?

Our profession is operating in the context of significant corporate governance reform, political turmoil and uncertainty in the economic environment. Undoubtedly this is a year in which there will be a strong focus on governance, corporate culture and how employee, customer and wider stakeholder voices can shape governance practices.

It is relentless change and it will be challenging for company secretaries to keep on top of it all, but it is at times like these that our role as the advisor, guide and guardian becomes even more important. More broadly, change brings opportunities to look for ways to do things differently and company secretaries can step up, be confident and have their voices heard.

The current 'comply or explain' approach has set good practice and strengthened decision-making and accountability. However, particularly since the financial crisis, there has been a shift in the emphasis of governance to a much wider set of objectives and expectations, driven by public concern about the way companies are governed, and the need to prevent and sanction poor business conduct.

The action taken by the FRC in recent years – such as the introduction of long-term viability statements, improved risk reporting and greater focus on boardroom diversity – has helped move the current system on, but the purpose of corporate governance has changed, with greater emphasis now on the role of the framework in engendering trust and benefiting a wider stakeholder group.

There are many strengths to the current framework, but we cannot overlook that it has not substantially changed over the past 25 years, while the environment in which businesses now operate, and expectations about good governance, fundamentally have. The FRC's public consultation later this year on the current UK Corporate Governance Code should be an opportunity to build on the strengths of the current framework, while also addressing how governance, good board behaviour and stewardship can earn back stakeholder trust and confidence.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
In association with
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.

Disclaimer

Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

Registration

Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

Cookies

A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

Links

This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

Mail-A-Friend

If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

Security

This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.