I suspect you have only started to read this as you think Corporate Governance is a dull, dry subject only considered important in the dusty corners of the university and wonder if the author can show you how it might have a practical impact on the safeguarding of children?

Dodgy Decision Making

You will have read the headlines of various corporate failings, the big companies being investigated, Carillion being questioned over its audit processes, the Horizon Inquiry into the Post Office computer system currently under public scrutiny, or the various Chief Executive Officers under the microscope for dodgy decision making. We see constant improvements to regulations and guidance issued by different governing bodies, and yet the headlines continue to be published?

Here is one example that might make you want to call for an improvement.

Residential Schools Report Exposes Tragic Link Between Child Abuse and Governance Failures

The Residential Schools Report from the seven years long Independent Inquiry into Child Sexual Abuse (IICSA, 2022) stated that one of the reasons for continuing incidents of child abuse was poor governance. Yes, you read that correctly, children were being abused and one of the ways in which it might have been stopped was better governance.

The report actually stated:

"The evidence showed that the quality of school governance was variable. Poor safeguarding practice within some schools was compounded by weak governance which failed to identify or address shortcomings".

It further stated that:

"At most of the schools examined, at the time when the sexual abuse occurred the school had a poor organisational culture in which safeguarding was not prioritised or seen as a core responsibility of all staff" and most importantly for a reference to corporate governance, "There was no evidence of any substantive, minuted discussion of the Council's duties to safeguard and promote the welfare of children...".

We must make the assumption that most boards operate at a good standard, indeed, I would go as far as to say that other than downright conscious wrongdoing, boards make the best decisions they can. Might I add, the best decisions they can based on the information available at the time.

I sense that much criticism we read in the press is based on a privileged position of ‘hindsight’ so I suggest we need to look at the time a decision is made and determine if there is something else that can add value to the process. If we keep doing the same thing we will get the same results, to paraphrase Albert Einstein, so tighter regulation and yet more guidance seems to be doing the same thing. If we wish to make improvements, we need to do something different.

Unlocking New Potential: How the "Corporate Secretary" Can Transform Governance Beyond Compliance

One way to change things is to reflect at the role of the Company Secretary. This 'behind the scenes' character at most board meetings, is responsible for administration and compliance, the person who assures the board that their decisions are in accord with the various rules and regulations. But can this person add even more value?

I suggest that the role of corporate secretary (Corporate Governance Professional) is potentially more pivotal than hitherto recognised. The incumbent connects the executive and non-executive members, communicates directly and often in confidence with individuals, has a key role in what actually gets onto a meeting agenda, when a meeting takes place and the time allocated for discussion, presents papers, or indeed explains why they are too late to be presented and much, much more.

There is very little published academic literature on the role of this backstage appointment, but my view is that this non-voting attendee at the Board table has the potential to significantly influence outcomes.

A call to action!

In many was this is a call for company secretaries to steadfastly commit to champion the principles of good governance, and to stand as guardians of integrity, foster transparency and accountability in the workings of the board.

In the illustration below, there is a suggestion that improving the contributions made by the corporate secretary we could shift transactional performance to transformational outcomes. Consider if this was in relation to those organisations found guilty of poor child safeguarding - let alone other outcomes.

Graph show engagement and competence with four boxes within the graph.

Potential Impact of a Proactive Company Secretary

Corporate governance transcends mere 'box-ticking' exercises; it's a cornerstone of company performance and a catalyst for transformational change. Shifting focus from transactional to transformational outcomes and realising our responsibilities for good decision-making is paramount for driving progress and achieving meaningful results.

The company secretary is a pivotal figure poised to add value in myriad ways. Whether it's enhancing compliance measures, boosting revenue streams, or, most crucially, in youth organizations, ensuring the safety and well-being of children under their care, their contributions can be profound. Crucially, a company secretary can become a 'transformational influencer' whose active positioning can inspire and empower others. They can help foster a culture of openness and collaboration, acting as a catalyst to generate deeper engagement in board conversations. This, in turn, fosters growth in board competencies and assists directors in gaining deeper insights, thus enabling them to make more informed decisions.

In the following exploration, we'll delve into the transformative potential of corporate governance and the pivotal role of the company secretary in driving positive change. From redefining success metrics to fostering a culture of accountability and integrity, get ready to be inspired by the limitless possibilities of governance done right.

The company secretary stands not as a mere observer, but as a visionary leader, subtly guiding the board to create a future for growth, compassion, and ethical stewardship.

Together, let's embark on a journey towards a future where every decision, every action, contributes not only to corporate success but also to the betterment of society and the protection of our most vulnerable members.

The Futures Research Group

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Bob Pearce

Bob Pearce is studying Corporate Governance at PhD level at Leeds Beckett University with a focus on how the Company Secretary and how they can positively influence board discourse. A former Colonel in the British Army and author of How to Climb a 12–Foot Wall that focuses on key leadership lessons that transfer from the military to industry.

See his Podcast: Deep Leadership

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