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What challenges are company secretaries facing from the impact of Covid 19?

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 from home 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 are managing the crisis well at the moment 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 open for limited business, although not fully operational, and are accepting forms only with ‘wet signatures’ as opposed to electronic signatures. Nevertheless, they are keeping their website updated and also showing processing times for each of the key submission types.

In times of crisis brings time for opportunity & change; what positive opportunities or changes do you think might result from this?

Managing during the COVID- 19 crisis will bring a lot of learning for governance professionals in the months ahead.
Positives to emerge I believe will include the ability to work from home remotely. I do think that the days of working full time in the office will change into the future.
Another positive is the influential role of technology and the role that it plays in supporting remote meetings. We will see more of these 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 remotely like everyone else. 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.

Do you see the role of the Company Secretary changing over the next 6 months as a result of Covid19?

We have seen significant change in the past 4 months and with remote working likely to extend towards the end of the year and probably beyond into 2021, the next challenge for company secretaries will be the processing and filing of annual returns. 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, while the June exams have been cancelled, arrangements are being finalised to guarantee that the November examinations will be held on time.
For those studying the MSc in Management and Corporate Governance with the University of Ulster in Dublin, classes have gone online to minimise any disruption.
Finally, the Law Society have also moved students of the Certificate in Company Secretarial Law and Practice course online and the end of year examination is being replaced by an assessment.

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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