Elise Stevens-Fokkens: 'Make Time for Your Company Secretary'
A stubborn, impatient director who just will not listen, a Supervisory Board member deliberately concealing essential information from a client, a board that cannot agree on anything… They all make an appearance in Elise Stevens-Fokkens’s new Company Secretary's Handbook. These are real-life examples of dilemmas company secretaries may face.
Drawing on her own years of wide-ranging experience as a company secretary, often at international and publicly traded companies, the author aims to pinpoint what is important and necessary to perform the job properly for her fellow secretaries and to give them the tools they need to deal with such tricky situations. ‘Currently, it is often a case of learning by doing, a constant quest for knowledge. There is no academic program specifically for company secretaries; we have to make do with one article in the entire company governance code; our role has no legal definition. That is pretty meager for a profession that is continuing to grow, both physically – there are thousands of us already – and regarding the associated duties and responsibilities. Your duties will differ depending on whether you are working for a hospital, an intellectual property organization, a multinational corporation or a bank, for example, but at the core, they remain the same.’
Could you summarize those core duties for us? What does every company secretary deal with? And what are your favorite aspects of the job?
‘At the core, a company secretary acts as the link between the main players within and outside an organization. For a company, that is the executive board, supervisory board, the internal organization and external stakeholders. You have to know who those main players are and what rules are applicable to them according to the law, articles of association, regulations and the code of conduct. That is your starting point. To be able to do your actual job as a company secretary effectively, you must first know what is what. Some tasks are operational and administrative, such as everything to do with meetings. Scheduling, archiving, ensuring compliance with corporate governance rules and a legally correct decision-making process, the recording of decisions according to the proper forms.
Another, equally important aspect has to do with your role at the heart of things. Basically, you need to be aware of everything that is going on within the organization. For example, it is not uncommon for two different departments to be working towards the same goal without knowing this. You can then act as a sort of “oiler of the wheels” and put them in touch with each other. Beyond these duties, ideally, executive and advisory board members will also turn to their secretary for advice and to discuss things in confidence, strategic or organizational changes for example. As this is confidential, sometimes even price-sensitive information, it requires a lot of trust on both sides. It is tempting to see such duties as the most interesting part of the job, but it is all interconnected. You do not simply receive that trust — you must earn it. One way to achieve that is to attend every meeting and fulfill your duties there to the best of your abilities.’
You refer to secretaries as “oilers of the wheels” who stand “at the heart of things.” My own impression is that secretaries are more likely to feel isolated, as if they do not truly belong anywhere.
‘It is true you often work alone and it can be lonely at times. You are always maneuvering your way through various areas of tension. On the one hand, you want Works Council members or employees to feel free to drop by with any questions, confidential or otherwise, but you are also the executive and supervisory boards’ eyes and ears. Due to that close association with executives and non-executives, it is easy for others in the organization to start seeing you as one of the decision-makers, not “one of us.”
At the same time, you are not truly a board member, as you do not have their level of authority. It can be problematic if you do not manage to establish that trust, due to the secretarial role being poorly defined, for example. In that case, you will remain limited to the practical, operational and content-related side of things during meetings. That is why I believe it is a good idea to meet with your board chairs to discuss things at fixed times on a weekly or biweekly basis. Preferably, this takes place on their own initiative, because they appreciate a chance to spar with me. It is difficult to build trust if you always have to beg for attention, and the chair sees you as an obligation. To be able to offer each other optimal support, communication must go both ways.’
Topics such as long-term value creation and social responsibility are receiving more and more attention from organizations and in the boardroom. Does this affect secretarial duties?
‘It has always been necessary for secretaries to keep up with the executive and supervisory boards’ development; you are doing this work together, after all. Now that there are more and more legal, governance and wider stakeholder requirements, these are also a larger component of your secretarial duties. You have to be well-informed and know what is going on in society, but the main thing is to translate the issues into practice for your board members. As a secretary, you would rather have the board members include reputationally sensitive issues such as fair compensation or environmental concerns in their decision-making process on their own. If that is not happening, or not adequately, you hold a certain responsibility. For the organization’s sake, you must try and convince them to do so after all. This, too, is part of your advisory and confidential role.’
The media regularly offers up examples of board members who seem disconnected from society, making decisions that are hard to grasp for outsiders. Have their secretaries failed to point this out to them?
‘Of course, it is always possible that they were not adequately informed. In such situations, however, I am nearly certain their secretary did try to bring up or discuss those issues, but simply could not manage to convince them. If a board is dysfunctional, there is only so much you can do as a secretary. You can observe, analyze, identify, discuss, escalate… but at some point, that is it. Ultimately, you are just a cog in the wheel.
In that sense, my book also aims to increase directors’ appreciation of our profession. We are an important link and can provide legal backing. My message to them: Make time for your secretaries. They can be a great source of information. I try not take up board members’ time unnecessarily. If I do call, please call me back. It probably means there is something that really cannot wait.’
If you decide to escalate a situation, how and with whom do you do so?
‘You should always start with the person involved. If they do not respond, that is when you need to consider your next step. If a CEO is ignoring their compliance or legal department, try bringing it up to that CEO in confidence first. The tricky thing is that such issues are often personality-based, and they may not recognize themselves in your description. If it is bad enough, you then attempt to find internal allies, such as other directors or internal supervisory board members. If you truly cannot get it sorted out internally, you can also approach an external supervisory body, but that can feel like tattling and is really reserved for truly disastrous situations. Luckily, it is never been necessary for me to go that far. Whatever steps you do decide to take, a secretary should always do so with their characteristic discretion, sensitivity and in confidence; at the right time, in the right way and involving the right people.’
In the course of writing your book, you interviewed various company secretaries. Which issues did they encounter most during their own interactions with board members?
‘Many secretaries feel that not enough time is spent on truly important matters such as strategy or self-reflection. Often, directors are focused on putting out fires or keeping up with the latest trends. There is little motivation or space to discuss difficult or strategically important topics efficiently and effectively during meetings. You can put them on the agenda, but if an energy crisis rears its head the week before, that always comes first, as – they will say – “that has immediate consequences for the business.”
It makes perfect sense, but your difficult or strategically important topic then ends up getting put off, possibly indefinitely. There is always a new crisis, after all. As one of the secretaries interviewed puts it: The intrinsic motivation to discuss certain topics is missing. In that respect, the ‘tone at the top’ makes all the difference. In organizations where the CEO or Supervisory Board does care about such topics, there is also time and attention to address them and you can achieve a good balance between strategic and operational concerns.’
One common complaint by directors and supervisory board members concerns the excess of meeting documents, which furthermore, are often late. Is this something secretaries could help with?
‘Supervisory board members in particular are dealing with increasing amounts of data. Piles of paper a thousand pages thick… It is ridiculous. Is it truly useful for organizations to be held accountable for everything for which society believes this to be necessary? ESG alone has generated another torrent of information, but such requirements eventually become counterproductive. I also see some board members requesting more and more data themselves in pursuit of greater control. My advice to them: More is not always better. It is too easy to get lost in the details. Instead, let your secretary help you sift through the information. Some directors also have a habit of rearranging deadlines for documents or spontaneously adding items to the agenda without further consultation. This tacitly undermines their secretary’s work. So, I would like to ask directors to exhibit more self-restraint, too.’
You have chosen to work as an interim company secretary, not as one organization’s “fixed” secretary. Why is that?
‘It was a natural progression. When I took maternity leave to have my first child, I noticed how nice it was to be able to turn over my duties to someone who did good work, and then have that work returned to me in good order as well. That is extremely valuable, but definitely not a given. Additionally, 20 years ago people still believed this was a job that could not be done on a temporary basis due to its confidential nature. I believed that it could, even should, as besides the fact of parenthood, people can be absent unexpectedly for all kinds of reasons. I saw a need and a demand, so that is what I started doing. It has won me some nice assignments, and organizations also gain a lot from an interim secretary’s fresh outlook and outside perspective. Of course, you do need to get yourself up to speed fast. I enjoy the challenge of getting them to feel I have been there forever after only a week.’
In your book you state that many company secretaries see themselves as “blue” personalities, with an affinity for planning, organization and structure. You have also described a role that involves a lot of human interaction. How does that work?
‘Indeed, a secretary actually requires a relatively remarkable combination of personality traits that not everyone will possess. A desire to be of service and ability to fade into the background are part of it. At the same time, you must be willing to speak up during meetings with the Supervisory Board, to enter into debate and to stick to your guns in certain situations. Occasionally, you function as the organization’s representative towards the outside world. Your most important trait is probably flexibility, an ability to shift easily between content and process, internal and external, Supervisory Board and Works Council or shareholders. Constantly shifting gears is what makes the job both interesting and special.’
The past few years were mainly spent working on your book. Have you started any new interim assignments in the meantime?
‘I recently began a job as an advisor to Cabka N.V., an international, originally German family business that makes pallets and containers out of recycled plastic. They have been growing fast and as of March 1, Cabka is listed on the Dutch stock exchange. Along with their German general counsel, who is also a company secretary, I am helping to define the role of company secretary within their business. We just held our first real shareholder meeting. History repeats itself: As their company secretary is soon to be a new father, I will be taking over his tasks while he is off on leave.’
This interview was published in Management Scope 06 2022.
This article was last changed on 29-06-2022