John Burns on challenges and opportunities for Company Secretaries

What challenges are company secretaries facing in a post Covid remote/hybrid environment?

The working environment has changed dramatically for company secretaries and this has brought with it a number of challenges. Two of the more significant issues are managing board meetings remotely and navigating the technology that goes with that. The second issue relates to the ability to get key documents completed and subsequently filed with the Companies Registration Office.

Company secretaries that we have spoken to are coping well with remote meetings. It puts more emphasis on the relationship between the chair and the company secretary to ensure agendas and papers are submitted in time. A competent secretary will also be watching for the dynamic within the virtual boardroom to ensure that healthy debate, discussion and challenge takes place. From a governance standpoint, the secretary will want to ensure that all of the board members can actively participate so that key decisions are properly debated and then recorded.
Boards that have managed well through the crisis are those boards that have proper documented governance procedures and robust and secure IT systems in place where governance professionals have on line access to all the files and papers.

From a filing perspective, the Companies Registration Office is now fully open for business, and have managed to clear a backlog which accumulated when restrictions were in place. Their process still require forms with ‘wet signatures’ only as opposed to electronic signatures, these are all areas which are likely to evolve as we realise that remote and hybrid working is the way forward in the legal arena as any other.

If times of crisis bring opportunity & change; what positive opportunities or changes do you think might result from this?

Managing during the COVID- 19 crisis has brought a lot of learning for governance professionals.
Positives to emerge I believe are the ability to work from home remotely. I do think that the days of working full time in the office are in the past, and how we manage this blended hybrid working is still settling down.
Another positive is the influential role of technology and the role that it plays in supporting remote meetings. How much we had to adjust and how quickly we had to learn these new technologies in 2020, and rest assured these technologies will continue to evolve well into the future. We are also likely to see more training on how to utilise remote meetings properly. Remote meetings may not replace the full monthly board meeting but certainly we will see more virtual meetings for team or ad hoc meetings and as a replacement for some international business travel.

What do you think has been the biggest adjustment for Company Secretaries working remotely?

Governance professionals and company secretaries are adjusting to working either hybrid or remotely, depending on their organisations. Their major focus has been the facilitation of the meetings which includes the IT requirements for the meeting, managing the agenda and the later than normal distribution of papers, ensuring the dynamic of the meeting allows for robust debate and discussion and making sure that all key decisions are properly minuted.

Regulatory deadlines still exist and company secretaries are keeping a close eye on these requirements. This is in order that all key filings and regulatory submissions can still be completed and filed on time despite some of the restrictions and limitations currently in place.
The management of the Annual General Meeting (“AGM”) has been a priority for boards as the main AGM season in Ireland is typically between April and June. The company secretary is responsible for project managing the AGM. See observations on the AGM season to date here.

Have we seen the role of the Company Secretary changing as a result of Covid19?

All roles and industries have changed and had to learn and adjust during Covid19 restrictions. We have seen significant change in the first 6 months and with remote & hybrid working here to stay, the biggest adjustments have already been made. Again, where IT systems have facilitated direct access to all relevant files, company secretaries will be able to fulfill their annual compliance obligations from remote workstations. The additional challenge here will be to make certain that they can obtain final and signed versions of annual financial statements in order that they can meet their filing deadlines on time.

For any Co Sec’s in the midst of their qualification, do you have any advice?

I would strongly encourage all students to continue with their studies. For those taking the examinations as part of the Corporate Governance Qualifying Programme, all exams are back to regular pace and cadence. Some of those courses which adapted significantly to going online, have retained some of those practices, creating some more variety in how Co Sec’s can achieve their qualifications through in person and even some hybrid courses.

John Burns is Business Development Manager for the Chartered Governance Institute in Ireland and the comments above represent his personal observations and views.

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