David Venus FCIS, International President, The Institute of Chartered Secretaries and Administrators (ICSA), discusses how the ICSA and the profession globally is re-aligning itself to reflect the new focus of the corporate secretary role on governance and strategy.

 

Thanks for giving us this interview. Could we start by discussing your visit to Hong Kong, Taipei and Beijing – what's your view of developments relating to the profession in this part of the world?

'First of all, it has been wonderful to be here and to see the enthusiasm of members and to see how respected the Institute is here in Hong Kong, Taiwan and Beijing. It is clear that regulators, directors and others in this region respect what the Institute stands for and its message. When you think of the limited resources that the Institute has, it is amazing what it has achieved and is a credit to all staff and members.'

Do you think that, since the structural reforms of 2012, the ICSA has become a more outward-looking and international body?

'It has always been a global body. Until 2012, there was a built-in majority for UK members but if you grow as we have – we have members in 100 countries and 70% of our members are not in the UK – it makes absolute sense to have full democracy so that everybody comes to the table with equal rights. That issue was resolved in 2012 and we now have a coherent message and purpose throughout the institution. We are still a unitary body, but it has to be recognised that each of the nine divisions has its own interests, its own market and its differences. So quite sensibly we realised that the decisions the international ICSA makes, apart from the standards of the exam – it is absolutely paramount that this has to be across the board – have to be permissive and not mandatory. Therefore, regarding our new initiatives – the new designation of Chartered Governance Professional and the intermediate level of membership for affiliates – it is up to each division whether they adopt them, when they adopt them and how they adopt them. All we are doing is providing the tools and hopefully there will be more of them. We are saying: use these tools when you want and how you want in the best interests of the members in your division. Now I understand that in Hong Kong/China there is no appetite at the moment for an intermediate form of membership for affiliates, but in South Africa, Zimbabwe, the UK and other divisions, there most certainly is. I think it is an excellent example of how we are all working together that those divisions who didn’t want affiliate membership, Hong Kong/China included, nevertheless saw that other divisions needed it, so for the good of the Institute they voted in favour of it.'

Could we talk about the rationale behind the new designation of Chartered Governance Professional? Is this about maintaining the relevance of the profession in the future?

'There is no question of the Institute not being relevant because corporate secretaries will always be required. But do we wish to become a niche organisation with limited membership, or do we wish to capture the world of governance – after all, we are the leading international body for governance professionals. There are many people with the same values, ethos and training as we have who don’t see themselves as company secretaries. They may be working within government or in education or working for a charity, but we should be welcoming these people as members because this is their natural home. This was the logic behind creating the new designation of Chartered Governance Professional, but there is also a very good by-product of this. The word “secretary” can create difficulties because of the connotations of the word. If you have 10 seconds to tell someone what do you do, the so-called "elevator pitch", they may look at you blankly if you tell them you are a Chartered Secretary, or they might think you are a typist. If you tell someone you are a Chartered Governance Professional, they won’t necessarily know what you do, but they will know what governance is. The world is changing and there is more of a focus on governance. By introducing this new designation, and particularly by qualifying members as both Chartered Secretary and Chartered Governance Professional, they will be able to call themselves either or both of these things depending on their role and audience. I see this as a win-win for attracting new members and for our existing members and students.'

What would you say to those members concerned about losing the investment the profession has put into the term 'Chartered Secretary'?

'I understand that concern and we must move carefully. I will make a number of points. First of all, there will be a consultation on this across all divisions. Members will be consulted, as well as individual councils and executives. Moreover, if we do change our name, it will only be the international body. Again, this will be permissive not mandatory. So those divisions who feel that they have invested so much in their branding and that it’s not the right time to change would be able to stay the same. My personal view is that, as an international body, we should reflect our focus on governance and our name at the moment doesn’t do that. My feeling is that it will open doors. We have found that to be the experience in the UK, which is now ICSA – the Governance Institute. It has undoubtedly also been the case in Australia. So I feel that it will be a huge benefit. Another point to make, however, is that no one is going to lose the "Chartered Secretary" name. Our members will still qualify as Chartered Secretaries. The intention here in Hong Kong and in many other divisions, is that they will also be qualified as a Chartered Governance Professional.'

Can we talk about the proposed changes to the Institute's International Qualifying Scheme (IQS)?

'The changes to the IQS are being driven by research that found our roles are becoming more strategic – we still have our administrative functions but our roles have become more focused on strategy and governance – and our exams don't necessarily reflect that shift so we needed to cater for that. We also found that in some divisions the pace of change towards governance was much stronger and faster than in others. So we have to recognise that and that’s part of the reason for having the two designations. Originally they were envisaged as being separate, so you would take exams for the Chartered Secretary stream or for the Chartered Governance Professional stream. Now, I am very pleased that many divisions (Hong Kong/China included) have opted to bundle the two streams to enable people to qualify as both. The other driver is that we need to look at and update our exams from time to time. This is the time for that review and the new syllabus will be coming out next year.'

Could you also talk about the proposed changes to the work of the Professional Standards Committee (PSC)?

'The work of the PSC is the cornerstone of the international Institute; it’s our raison d'être. The PSC ensures a common exam standard throughout the nine divisions of the international Institute and that gives our qualification a unique feature – its portability. There are very few institutes where you have that portability of qualification. Currently, after the exams have been taken, the PSC reviews the exam papers and reports to council on its findings. In future, the PSC will still set the common exam standard throughout the divisions, but it will also give accreditation. It will look at each division's syllabuses, processes and exam questions, and it will give, where appropriate, a stamp of approval. The accreditation process will need to be quite rigorous because you are giving the division the authority to go ahead and set exams, but it seems sensible to me to do it this way because it will be proactive rather than reactive.'

How often will the accreditation need to be renewed?

'This is still to be confirmed, but my personal view is that every three to five years would be about right.'

Could you tell us about your personal background?

'I have had a wonderful career as a company secretary. I was lucky because, like many people, I chanced upon the career and found that I was ideally suited to it. I didn’t go to university. I went to a good school but I wasn't the greatest student. I didn’t know what I wanted to do but I took a business studies course and was taught by a lecturer in company and commercial law who was a Chartered Secretary. He told us about his career and what he did, and that caught my interest. So I took the exams and I qualified when I was 22. I initially worked for subsidiaries of Nestlé and ITT and then, when I was 29, I set up my own company secretarial practice, working from my backroom. I headed the company for 35 years and grew it from mostly sub-contracting work to working with over 10 of the FTSE 100. I was also, unusually, company secretary for a number of pop groups, including Pink Floyd. Then, at the end of my career, I was company secretary of an £8.6 billion government fund set up to finance the decommissioning of the UK’s nuclear power stations. Having failed physics O-level, I was visiting nuclear power stations and talking to nuclear scientists! You can only have that sort of career as a company secretary. I have worked for government, for pop groups and for big and small companies – and the same basic disciplines apply to each. I had to advise on company law in all of these organisations. Also, I was in boardrooms at the age of 29 – no other job would give you that access. The career also often leads to doing things that you would never thought you would do. While working for Pink Floyd, for example, the band was getting more and more requests to use their music for advertising jingles and the like. They needed someone to deal with the approval of these requests, so for 20 years I did that as well as the day job!’

You mentioned that you didn’t have a degree. Do you think that the profession should be open to non-degree holders?

'Absolutely. I understand the reason behind the degree requirement in some divisions, but there are many people who are late developers so I am an advocate for open entry. Of course, there has to be a foundation course – you couldn't expect someone to go straight into the profession.'

What makes a good company secretary?

'I focus on three things – integrity, attention to detail and tenacity. There are also three stages to becoming a company secretary: the administrative, governance and leadership phases. If you have a successful career, you are going to pass through those three stages and will need the three qualities I mentioned and many more. Those who get to the leadership phase, though, will also need well-developed soft skills. That’s something I am really keen on promoting. I would like to see us train students and examine them in soft skills. This is some way off, it isn't a specfic subject in the IQS but I think in due course we will be doing our students a service by having emotional intelligence training and examinations in soft skills. I had to feel my way, and all my contemporaries had to feel their way, but I think we should be doing more. The softer skills can definitely be taught.'

Could we end with your thoughts on the future of the profession?

'An American study recently estimated that roles in governance around the world will double by 2021, so our future has got to be bright. Our profession is already highly regarded by other professionals but beyond that too few know about it. The new designation of Chartered Governance Professional will help with that. I am sure it will open doors and allow our members to take up roles that they might not be considered for at the moment. It is our members who will make the future. One point I would like to make is that in the past our members have been backroom people who had been content not to shout about what they do. We need our members to go out and proselytise. We need them to go out and say: we are the experts in governance. The role is becoming much less of a backroom role than it used to be. Certainly, when you start in the profession you will have an administrative role, but you will become more strategic as your career develops, and governance is at the heart of strategy. There are good signs, though not across all the divisions, that student numbers are growing. They are growing in the UK for example. It takes time to convert students to members so our growth will be slow but steady. I think our influence and reputation has grown immensely in recent years. Certainly I can measure that in the UK. The Institute there has been asked to contribute to the Combined Code and recently to the new code coming in for private companies that's being introduced in September. We work very closely with regulators. We are highly regarded and respected and I have seen that to be the case here in Hong Kong and in other divisions. So I believe our future will be bright.' David Venus FCIS was interviewed by CSj Editor Kieran Colvert.