How would you describe your role as a company secretary?
Primarily, my role is to look after the board at Smith & Nephew plc, which is an FTSE50 company. I make sure that the board has all the information they need to make decisions and carry out their duties - I also make sure they follow all the rules both in the UK and the US where we're listed. I advise them on all the things they need to do to make sure they stay compliant and organise things like the board evaluation and all the board meetings. The big thing this year has been the annual general meeting and the changes we had to make due to COVID-19.
In my role, I manage the team that looks after our subsidiary entities and the stock exchange announcements. We liaise with people across the world to make sure that we do the 'governance things' properly for every subsidiary and also run all the share plans. Our share plans operate in about 30 countries providing us with worldwide links.
This has been an interesting year for us all. How have you adapted in your role as company secretary?
I have always worked from home periodically, so it has been relatively easy to transition. My company made the transition to home-working about a week before lockdown officially began. Since March, I have only been in the office on a handful of occasions; it has all gone very smoothly.
The board meetings have gone virtual, and at the beginning of lockdown, the board naturally wanted to hold extra meetings to address the pandemic and the challenges. So, on the one hand, I was advising them about the Section 172 responsibility to look after shareholders, consider customers and our suppliers and balancing all those different interests. But then, on the other hand, I’m teaching them how to use the video conferencing system which at the time was all new for them. Suddenly, I had to become an I.T. expert as well.'
And then, of course, we had the AGM. We had posted our notice before lockdown hit and then had to change all our plans multiple times, rewriting the script for multiple different scenarios. It was helpful that my husband Peter Swabey, of The Chartered Governance Institute was working on the official guidelines across the other side of the table at the same time.
What do you think are the most important skills that you need as a company secretary?
I think it changes throughout your career. At the start, you need a pernickety attention to detail, and the ability to work through checklists and process notes.
You need to have a logical, organised mind. As you go further through the profession, you also have to realise that not everybody is like that and that one thing boards hate is all the fussy, tick box type stuff.
So, you need to learn to manage how the how to present all this technical stuff in a way that shows that governance topics are important things for the board to consider as it supports the success of the business. You've got to develop a style that appreciates people come different perspectives. If I talk at length about the corporate governance code, it can send people to sleep but actually it's what supports the business. So, being able to translate what can seem boring to normal people into something that is relevant for the business is what you need to be able to do. And that comes from years and years of doing the ticking the boxes, following process notes, reading technical briefings and governance updates and doing things properly.
Do you have any thoughts regarding what those coming into the profession should know?
Well, one thing that stands out from my very first role. I can remember my boss leaping out of a board meeting, and rushing over to us saying, ‘I'm just so proud sitting in the boardroom. They have been saying how much help and support that they get from the company secretariat team, and that's you guys, and I just wanted to come out and thank you’. Maybe this is for someone in their first management role - giving people credit for what they're doing rather than taking credit yourself is so important - that has stayed with me nearly 40 years.