Erika Percival, CEO of Beyond Governance
Elevating the role of the Company Secretary to Chief Governance Officer requires a mindset change. When we coach governance professionals and company secretaries on elevating their role, we hear their justifications for the continuation of their current state. Often it’s the heavy administrative burden that they say is holding them back. We agree that this used to be an issue in the past but it’s one that can be largely addressed with modern technology; a vital tool of the trade.
Tools of the trade
The use of technology can strengthen corporate governance, reduce risk and cut administration — it’s a win for everyone if it’s used correctly. Many teams already know this and have a number of systems in place. How many of these does your team use?
- Entity management system
- Authorised signatory system
- Electronic signature software
- Boardroom portal (board meeting papers, chat and document respiratory)
- Insider list system
- Virtual AGM system
- Share plans software
- Electronic registrar systems
- Whistleblowing systems
- Collaboration tools for team and project management
- Business communication platforms
- Time tracking software
- File sharing applications
- Microsoft Office applications
From our coaching and consulting, we’ve identified that many teams are not making the most of their systems due to one or more of the following reasons:
- They don’t know what technology is available to help;
- They lack an awareness of the full system functionality;
- They’ve had poor systems training or been self-taught;
- Their data is out of date i.e. the system can’t be used; or
- They have poor audit processes i.e. they can’t rely
on certain data.
This leads to a vicious cycle in a busy team; they don’t have time to fix the root cause, but they also can’t afford to have ineffective technology either. Budgets can also prove a major challenge, but they shouldn’t if the technology is right sized for the business and a good return on investment (ROI) can be achieved.
Technology brings countless benefits that budget holders should understand, including streamlining, cost efficiency and reduced risk. Equally ineffectively used technology has the ability to add bureaucracy, using an entity management system but still using Companies House WebFiling for example, and can increase risk, for example using a spreadsheet for insider list MAR compliance.
Assessing your existing systems and maximising the benefits
So what can you do about it? Lean in or step back? If you want to get on and make that change ask yourself the following questions:
- What is your ideal future state?
- Where and how could technology support the Secretariat/Governance team?
- What systems do the team currently use and are systems used effectively?
- Where are the gaps between the current state and the ideal future state?
- Is new technology needed or do you just need to better utilise your existing systems?
In recent months, Beyond Governance has been asked to get technology systems in place but, more importantly, update them so existing systems can be fully utilised. Much like the home exercise equipment that gets bought with good intentions, if it is not used you won’t get the benefits.
Maximising technology utilisation
Even where teams are using technology to its fullest extent and everything is working well, we still see the secretariat team monopolising its use. Many departments could benefits from sharing information and systems to streamline requests such as KYC and annual accounts drafting (with the necessary restrictions in place to prevent the over sharing of data). That said you have to be even more confident that your process will enable the databases to be updated quickly and accurately as the data is always live and could be replied up by others whilst there are delays making updates.
Leveraging your external governance consultant
There are so many aspects of the Secretariat’s role and there are always ‘balls to juggle’. If you’re feeling time poor consider outsourcing the work, it’s a discrete project in itself and you can concentrate on those more pressing matters. If you plan to outsource the work leverage your external governance consultant by getting their support for your budget discussion required to hire them. When considering consultants, you’ll want to seek out the following:
- Vendor agnostic — you’ll want an independent view of what will work best for you and the quirks of using different systems;
- Understands in-house company secretarial — you’ll want someone who appreciates your status quo and the practicalities of implementing the changes but can also intelligently challenge existing thinking (maybe that expensive piece of software is not right for your organisation!); and,
- Provide market insights and benchmarking — if you can explain what others in the market are doing and why ‘x’ is right for your organisation your budget request will be more powerful.
Outsourcing the broader gap analysis
Whilst teams can carry out a technology gap analysis themselves it becomes more challenging if they want to benchmark themselves against their competitors or take it one step further and benchmark both their current practises as well as identify team skills gaps in a more strategic way. In these situations, the age old ‘you don’t know what you don’t know’ comes into play. Getting the most out of your systems requires knowledge of what is possible (understanding the capability of systems currently available), as well as an appreciation of the most efficient and effective ways of reaching the ideal future state.
We at Beyond Governance carry out these reviews. We think it’s important to understand what you’re trying to achieve and we find that works best with our ex in-house senior Company Secretaries conducting the review. They understand the full functionality of the current technology available in the market as well as the legal/regulatory requirements, likely stakeholder personalities within the organisation and can quickly establish a clear, detailed picture of the current state and the root cause of the status quo.
Our experience enables us to see through superficial technology ‘sales pitches’ and uncover the unique opportunities and challenges the organisation will face.
So if your technology is in need of a spring clean and you need
to make headway fast, or you just don’t have the resource to hand, consider outsourcing. You might just find it’s the start of the team’s journey to becoming a true governance function.
Erika Percival, Chief Executive Officer, Beyond Governance