The Strategic Company Secretary Mindset

[00:00:00] In this episode, host Richard Conway talks to Anthony Wright, former general counsel and company secretary at Transpacific Industries, and now Chair of Hanlon Industries and director of CPA Australia, on how company secretaries can make sure they're seen as strategic partners to their business.

[00:00:20] Richard Conway: Hello and welcome to Minutes by boardcycle. I'm your host Richard Conway and today I joined by Anthony Wright.

[00:00:26] Anthony, welcome to the podcast.

[00:00:28] Anthony Wright: Hi, Richard. Thanks for having me.

[00:00:30] Richard Conway: Today I'm talking with Anthony about how company secretaries and other governance professionals can become more strategic and Anthony's uniquely qualified to talk about this.

[00:00:41] In his past, he was the General Counsel and Company Secretary of Transpacific, which is now known as Cleanaway. But after that moved into head of strategy and systems role there following that established his own legal operations and technology business, Lexvoco which he successfully exited in 2019.

[00:01:00] Since then, Anthony's carved out a successful career as an investor and director and he currently chairs Hanlon Industries and Five at Heart and sits on the board of CPA Australia.

[00:01:12] So Anthony, you've had a pretty fascinating career journey from GC & CoSec at Transpacific to entrepreneur and then now director. So, I wanted to ask you, in your experience, what are the key kind of mindset and skill shifts that are needed from a company secretary who wants to break out from being seen as a specialist or perhaps even an administrator and start to be seen as a strategic partner to their management team and their board.

[00:01:39] Anthony Wright: First and foremost, whether you're in the CoSec team, the Legal team, the Finance function, Marketing, IT, one of the different corporate functions. If you've got aspirations to move into more of a general management role, potentially be the CEO one day or even move on into different board roles.

[00:02:00] The first thing is you need to be great at what you currently do. So people respect you and they want to hear from you about what you do and what expertise you bring. So, that getting the basics right about being reliable, about being fast and efficient, being a really good communicator once you've got the bread and butter right, that's when you can start to develop great relationships with people on the board, in the senior management team with the CEO.

[00:02:27] Once you've got that great relationship and that great rapport, you can then start having genuine conversations with those people, whether it's the chair, or the chair of the board, or the chair of a committee or the CEO and the CFO, and start to ask some questions about why we do certain things, how we arrived at certain decisions. Why did we have that process to come up with making a decision.

[00:02:54] And then you can start, once you've got a good relationship with anyone, you can then start to express your opinion about what could we do differentl. What's missing? What could we improve? You can start to add new ideas into the mix.

[00:03:07] And the last thing I'd say is that it's really unlikely that you'll move from your current function unless you actually let someone know that you want to. So again, it comes back to having that great relationship where you can start to say to people, "Hey, look, I'm really interested in moving to this whether it's a CEO role or a board role or out of the CoSec team, this is what I can do and this is what I can bring to the table." But let people know, so that, and then the person listening to that, most of the time, they'll really want to help you try and achieve that.

[00:03:44] So they're some of my ideas.

[00:03:47] Richard Conway: One thing I wanted to pick up on there, Anthony, is you talked about sort of being inquisitive around why an organisation has gone through the decision making process that it's gone through.

[00:03:59] I guess potentially a reluctance a CoSec might have on asking those kind of questions is that, they are sort of a core organiser of that decision making process and they might feel like it sounds a bit strange for the person who's central to organising the process to be asking why it actually is happening the way that it is and I wanted to ask you if you think that CoSec should be worried about that or they should just ask the question if they don't understand.

[00:04:27] Anthony Wright: What I'm more getting at, is if, well first of all, if you don't understand something, say something. Again, if you've got a good relationship with people, you feel comfortable asking those silly questions, there's no such thing.

[00:04:40] What I'm more so getting at is the company secretariat, the role is fascinating because you get to hear and see so much. You don't just read the outcomes of a meeting. You get to see personalities, you get to see body language, you get to hear the tone, you get to hear how questions are framed by different board members. The board members that ask more questions versus the board members that have more opinions.

[00:05:08] So what I'm really getting at is then, you won't obviously do this within the board meeting or within a committee meeting. But after the fact, you can start to say to different people on that committee or in that board: did we have the right information to make that decision, or were we missing certain things?

[00:05:25] So, not necessarily the process itself, but have we got the right information to make the right decisions? And did we frame things the right way? Whether it was the business case, was it framed the right way, or did it take the board down a certain path that wasn't actually that helpful and it wasted time.

[00:05:42] Richard Conway: And Anthony, some of the response that you gave to my initial question, somewhat assumed that the company secretary wants to step out of company secretarial but I wanted to ask you, do you think there's room for CoSecs to simply be more strategic in their role? If they're happy with their role, they like being a company secretary.

[00:06:02] What can they do within that to take it to the next level?

[00:06:06] Anthony Wright: Yeah, that, that's a really great point. So one thing that I've seen work really well in one of the organisations that I'm involved with is that this creates a forum for the company secretariat to express their views and to be more strategic in their views.

[00:06:20] So, one organisation that I'm involved with, we have for every meeting, whether it's a board meeting, a committee meeting, before the meeting, we nominate someone who's going to do a meeting review. So, someone from the board of the committee will be the person who does a review of the meeting. What went well? Did we act in accordance with our values? What could we have improved? Were the materials satisfactory, etc., etc.. That happens at the end of every meeting.

[00:06:50] Also, as part of that meeting review, we ask the management team. So it might be the CEO. If it's an audit and risk meeting, it might be the CFO or the Chief Risk Officer. They provide feedback about their perceptions of the meeting, and we also always ask the company secretariat for their views. Exactly the same questions. What went well? What could be improved? Was there any inefficiency? Did we act in accordance with our values?

[00:07:19] So, that small example is giving the CoSec person or the team members the opportunity then to frame their thoughts and say something. Which is great, like that's one of the first steps to becoming more strategic, that you can express your views rather than just sit there and record what's happening and answer the odd question about governance.

[00:07:39] Richard Conway: And do you see, Anthony, particular barriers either from, CoSecs themselves or from the way that people interact with CoSec, are there particular barriers that are stopping them from stepping up and being more strategic? And how would you recommend they overcome those?

[00:07:59] Anthony Wright: Well, I often think, and this is for CoSec, people in Finance, people in the Legal team that are often interacting with the board more often or the committees more often. The biggest thing that gets in the road is themselves. So whether they have doubts about their capability or doubts about whether people want to hear from them.

[00:08:20] So, the first thing is to speak up. And also the next part is to recognise that if you do have particular skill gaps - so, you might perceive that you have gaps within Finance or numeracy skills, or you might perceive that you are lacking in some whether it's privacy or something to do with data analytics - so, do something about it. There's so many ways to educate yourself now to come up to speed and improve your education and those things. Also in the company secretariat function is really starting to try and change your mindset about how do I protect the company through to, how do I help this organisation grow?

[00:09:00] So, you're always inherently and subconsciously thinking about how do I protect the organisation? But then start thinking about how could I help this organisation or this committee grow and improve? A couple other ideas, possibly. Try not to get stuck as being seen as the person that just does certain things within a meeting.

[00:09:25] So, don't get stuck being, or the perception being, oh that person's just there to take minutes or that person's just there to give a legal update and then be quiet. So, try and avoid that and like, one of the ways to avoid that is like that formal meeting review so you can start giving feedback.

[00:09:45] And then I'm always intrigued in a board meeting or a committee meeting where if there's some really smart people around the table and some of them don't say anything and that those people might be within the company secretariat function. They're very intelligent people and they often know more of the facts than anyone else. Say something and create an environment where you might not feel comfortable saying something in that meeting, in that moment, but outside of the meeting, you could raise something with the chair and then the chair will think in the next meeting. "Oh, Richard, what are your thoughts about that? Have we missed anything?"

[00:10:24] Richard Conway: Just digging in on that point, Anthony. Do you think sometimes company secretaries are too focused on the formalities of their role? I guess what I mean by that is that, a company secretary is not a board member, is not a decision maker in the board and then therefore may feel it's not really their place to pipe up during a board meeting.

[00:10:45] Anthony Wright: So, first and foremost, get the basics right. So, what's your role? It's there to do A, B, C, and D and do that to the best of your ability. But don't just stop there. If you've got an aspiration to be more strategic or more involved, or to progress outside the CoSec team, gradually and selectively, and you can read the room, pick the right time to say something. But it's just starting to think differently and not just in with your blinkers on about the five different key things that the CoSec needs to do in that meeting.

[00:11:22] Richard Conway: So, one thing that's clear from what you're saying is that there needs to be a growth mindset in a CoSec if they want to do this, where they're thinking expansively about what, not just what their role is today, but what their role could be tomorrow, etc,.

[00:11:38] I guess what's implicit with that is that you have to find time and space to do kind of thing. And so, how do you suggest that a CoSec goes about creating that time for themselves to think at a higher level or be more strategic or to themselves on those areas that you talked about.

[00:12:00] Anthony Wright: Well, I always find this idea of finding time - it's how you prioritize your time and if you think that something is important enough and or interesting enough, you'll find time, whether it's a minute, five minutes, half an hour, whatever it might be. But it's not necessarily just finding the time, it's just trying to think differently and listen differently.

[00:12:27] So, instead of just listening in order to record what's happening, listen, and then maybe make a note of like, why, like why did that person say that? Why are we doing that? Why are we going so well this month? Or why are we performing badly this month in the business performance report?

[00:12:50] And then you might not ask that question in the moment, but then you're asking yourself to then go and think about it later and maybe talk to that person and ask them out of the formal meeting. But it's just trying to think about, "Oh, why did that person say that? Or why did they think that way? Or why did we make that decision? Why did the person frame it in a certain way?"

[00:13:13] That gave, like, I think especially CoSec that might have a legal background, like we're very accustomed to open and closed questions. So, like why did someone frame something a certain way to extract information, but it was a closed question.

[00:13:29] There's different ways. I think you can just spend time to think differently about what your role is, within the CoSec team and within the organisation.