As part of our ‘in their shoes’ series, we sat down with Graziella Bray…
How would you describe your role as a governance professional?
I perform a combined role as Company Secretary of a listed bank, including carrying out governance matters for the same entity and its subsidiary. Summarily, my role revolves around preparing for board meetings to set the agenda, prepare the board pack, sit at the board meeting, and draft out the minutes. In between all this, there is the work I carry out as a governance professional, so that relates to a range of other matters relating to board effectiveness, board succession, board evaluation, delegation of powers to committees and members of management, and assisting colleagues from other departments on matters relating to the board or its corporate structure.
It is evident that the Company Secretary's role, particularly the in-house roles, has grown substantially from merely fulfilling the Companies Act obligation of keeping the record book. The governance element is an off-shoot of compliance. Whereas compliance in an organisation is necessary to ensure that the company has the tools in place to be in line with laws and regulations, governance ensures that the compliance is actually being implemented effectively. As a Company Secretary, my obligation is to ensure that the effectiveness stems from the topmost level of the organisation, that is, at board level.
Would you say there’s a typical day in the life of a role/governance professional?
There is no one day like the other, no one year like the other, and actually, there is no board meeting like the other. It is a journey from the day I took over the role as full-time Company Secretary. The journey stems from the fact that the work is diverse, and although at times some tasks are recurring, their outcome is different, depending on the circumstances at a point in time. Even where certain agenda items are discussed annually or quarterly, there is always a new angle on how the discussion evolves. In itself, it makes each board meeting unique and sets out a set of new tasks for me.
What do you think are the most important skills that you need for your role as a governance professional?
I can identify two fundamental skills that a compay secretary should possess to carry out the role effectively – understanding and multi-tasking. The first is ‘understanding’ – giving this a loose interpretation is first and foremost being able to understand your role and be ready to discover it and grow it; understanding what is expected of you as the company evolves and as circumstances in the company change. Given the diverse work a company secretary performs, no law, regulation, guidebook, seminar, and job description will dictate the nitty-gritty of what you are meant to do.
Then there is the other facet of ‘understanding’, understanding all the counterparts you work with and doing so respectfully, diplomatically, and with integrity. There is an element of understanding what the chair wants out of you without this being spelt out to you; understanding the professional relationships of all the other members of the board, which, after all we do not get to meet every day. So this is reading between the lines, taking the cue from what is said in a Board meeting or in a discussion, and working backstage to fulfil the expected task.
The other skill I find crucial is ‘multi-tasking’. It’s a mundane skill, but it carries with it its own challenges. Being a company secretary means that you have many ends that you yourself have created at times, and you need to put them together, many times they require getting together at the same time. A company secretary cannot discard or indefinitely postpone certain work in exchange for other work being carried out. There is practically an annual calendar of ‘to do things’ many of which tie in with each other and which the company secretary needs to be on his/her toes to ensure they are fulfilled at the right time and in an effective manner.
This has been an interesting year for us all. How have you adapted in your role as a governance professional?
I still remember vividly the day when a soft lockdown was announced in Malta in 2020. I was sitting in a Board meeting in March when the 2019 financials were being approved, and suddenly reports started coming in that schools would be closed from the next day. This was a first for as far as many could remember; schools are never closed due to adverse weather or other reasons in Malta. Coupled with this, non-essential businesses closed as well, and in the span of a few minutes, I could immediately understand that things are suddenly going to change drastically. Given that I work in the banking sector, we were an essential service and work had to continue to be carried out. However, that also meant that the bank had to consider aspects that affected our retail and commercial clients, particularly from a lending perspective.
Like many other organisations worldwide, technology came to our rescue, and within days, we were set up to hold board meetings virtually and work remotely. I must admit I was initially sceptical as to how successful virtual board meetings could be. Still, I was pleasantly surprised that we all rose to the occasion to ensure that the importance and commitment used in physical board meetings are translated into virtual meetings. Although virtual meetings also facilitated the logistical side, I believe that we have all been bereft of strengthening our relationships. Having a side chat with a board member before a meeting, opening up during a coffee break, and having board members meet senior management during board lunch breaks are necessary minor events that continue to solidify many insights are then developed at the board meeting itself.
Since I am also in charge of organising the AGM for a related collective investment scheme company, I suddenly found myself getting to grips with organising a virtual AGM. Initially, this started with liaising with other legal professionals of listed entities to ensure there was a legal framework that permitted all this. Following this, there was the preparation with organising a recorded chair’s speech and presentations by portfolio managers. This has set company secretaries a task to look at the way forward for AGMs and post-COVID-19.
Do you have any thoughts regarding what those coming into the profession should know?
Definitely, my opinion is not to shy away from the opportunity and don’t let the fact that you are trespassing into the unknown hinder you from taking up the challenge. As I mentioned above, there is no particular ‘to-do list’ handbook, but there are many sources where one may gain insights. Of particular importance are the courses organised by The Chartered Governance Institute, since they shape the framework and give the basics of what a company secretary/governance professional carries out, and these complement the guidance that one learns from the chair as their direct report and at times the CEO, CFO, General Counsel, depending on their other dotted reporting line.
Furthermore, governance is supplementary to compliance, and therefore, one can easily interchange in these roles as their career develops. Having a legal background is a further boost since a company secretary touches upon legal elements that the role involves drafting out a number of reports as well.
Coupled with this, a company secretary must also have a passion for believing in what s/he is doing. Therefore, the key is to know the company and business line you work for and believe in its culture. Once you know the basics, you understand why a particular document requires discussion at board level and what level of discussion it merits. It definitely facilitates your work when taking down the minutes since you feel part of the discussion and can follow it through. A company secretary is not a transcriber of who said what in a board meeting, but must have the ability to transpose the crux of the discussion across in the minutes.
Furthermore, having a passion for the job means being proactive. The breadth and depth of the role of the company secretary is indeed in the hands of the company secretary for him/her to develop and nurture.