“The nomination underscored the fact that Robert is a leader, not a follower, enabling and empowering others to develop their potential”
In this interview we talk to Robert Lyons, Deputy Company Secretary at Marks and Spencer Group plc and one of the two winners of the CGIUKI 2021 Governance Professional of the Year Award, about what it takes to be an award-winning governance professional.
How did you feel after winning the award?
It was really gratifying to win after a lot of hard work this year. It was nice to get affirmation from my peers. Both being nominated and co-winning the award came as a surprise to me. I was really impressed with Rolls Royce and the team there, so I was expecting Nicola to win.
Marks and Spencer (M&S) have won several awards over the years, what do you think makes them such strong contenders when it comes to governance?
I think it’s a cultural thing. M&S is a brand from which people expect excellence and integrity across the board – from biscuits to governance – and they live up to that ethos. Having taken on leadership of an already successful team, I’ve wanted to make sure that I keep up the standards I inherited and don’t damage the culture.
Could you describe your career journey to date and what inspired you to get into governance?
After I finished law school, I had a brief stint working in politics. I left politics after a general election and went to work for a boutique consultancy offering legal, strategic and governance work for the third sector. After I qualified with them, my first listed role was with a company called Ophir Energy PLC where I joined as an Assistant Company Secretary and left as Deputy. At that point, I joined M&S as the Deputy Company Secretary.
Somebody once explained governance to me as being like doing an on-the-job Master of Business Administration (MBA). From the outset, you are learning from strategic leaders in the boardroom. I’ve now sat in the boardroom of two FTSE businesses; in any other line of work, you wouldn’t be that close to hearing the debates. I think understanding how companies actually work is exciting – if you’re a lawyer you can be involved in interesting transactions, but you don’t have to see them through, if you’re a business person then you’re only really focused on profit and loss, but as a company secretary of a dynamic business you have to be involved in all of those things.
How has your experience working in politics helped you in your governance career?
Having a legal background is helpful for both governance and politics and I think politics has been useful because – as much as anything else – it’s about the art of the possible. To be an effective company secretary in business you’ve got to pursue the right solution but also the solution that’s right for the business; politics is a good learning ground for that. It’s a bit like the quote ‘don’t let the exceptional get in the way of the good’ in as much as you have to take action rather than waiting for everything to be perfect – that’s an important lesson. Obviously, M&S has lots of stakeholders, both internal and external, alongside press interest – in that sense, governance here is actually quite analogous to working for a Member of Parliament.
What are the main soft skills that have helped in your current role?
The two most important soft skills are the ability to build trust and the ability to communicate effectively. There is no shortcut to developing these – you have to do the work. Especially with building trust, the way to do it is by continually and repeatedly delivering for your stakeholders until you win it. Trust is slowly earned and quickly given away.
I also think learning to be authentic and accurate in the workplace is important. These aren’t things that can be ‘aped’, and I worry that people have a view of what ‘professional’ looks like. You have to learn how to be a professional, authentic person who is good at their job. There may be times when people don’t like you, but they will respect you and that leads to trust.
I think that the job at its best rewards those with the right soft skills. It rewards those with problem-solving skills, the ability to think strategically and, critically, the ability to explain technical things to non-technical experts. If you have those three things – and you enjoy them – you will do well.
What is the most difficult part of the company secretarial role and are there any challenges unique to your company?
The hardest thing is to understand the business in which you are working; you have to spin a lot of plates. All of those exciting things like ‘it’s more varied than being a lawyer’ or ‘it’s more strategic than just looking after a profit and loss’ mean that you’ve got to consume a lot of information, hold it in your head and understand how you are going to process it and apply it to different scenarios. You can’t be an effective governance professional or someone in a senior role unless you embrace it.
I think one of the most interesting parts of being a company secretary is attending PLC board or committee meetings. The topics go from people, to economics, to products, to forecasts, to budget, to legal, to marketing; every 15 minutes you are on to a new subject. Having an agile mind and doing the reading is challenging; the hardest thing is being on top of your brief, but commitment is vital if you are to be a useful participant.
Retail is fast paced and varied. Our leadership have a variety of expertise and they are delivery focused – be that data or digital – exceptional food retailers, rather than management-consultant-style business leaders. Part of what makes the sector a great place to learn – and means I have a key role to play – is building their knowledge of some of the technical governance aspects such as the Listing Rules and Disclosure Guidance and Transparency Rules (DTR) requirements. Part of my role requires me to be able to explain technical things to non-technical experts. Understanding where they are coming from and how they have arrived in senior positions is really important. Uniquely at M&S, we have a large private shareholder register – 147,000 private shareholders – all of whom have expectations of M&S as a brand, and so does the press.
What part of your role do you enjoy the most?
Since I have joined M&S, they have engaged in more mergers and acquisitions (M&A) activities than ever before. I am fortunate enough that my team have been involved and I have been deal principle on a number of deals. My favourite part of the work at the moment is ‘deals, deals, deals’.
The other part that I like – which hopefully speaks to this award – is developing a team culture and developing a new type of company secretary. I like to think that the people that work with me are all technically good, approachable and creative. Those are qualities that I want to be seen as coming from the M&S company secretary team.
How would you describe governance and why is it important?
Governance is the string that ties everything else together; without it, things fall apart. That’s why good company secretary teams are in the business, responding to business needs. You don’t just design a governance framework, it’s not just an academic exercise, it’s understanding your business and how to help the business organise itself so that you make the best decisions, in the best way, with the most information, in a time-efficient matter.
Good governance is important because it avoids scandal and in a listed business real people can lose their shirts. We have seen enough examples of genuine corporate failure and it’s pensions schemes and small investors that actually lose out. Plus, research shows that well-governed companies genuinely outperform those without strong governance cultures. Historically, the view of governance was that it was all risk mitigation, but I think that is pivoting now so good teams are bringing value-added activities as well as risk mitigation. Good governance teams can help the business be more commercial, more dynamic and we can get involved in deals and transactions and generally drive forward the strategic objectives of the business.
What is your governance career highlight so far?
I think the M&S rights issue that we used to fund the 50% acquisition of Ocado Retail Ltd was my career highlight. For this transaction, M&S developed the first electronic provisional allotment letter process which meant that real people could engage with the rights issue digitally rather than through post and cheques; that has now become an industry norm. You wouldn’t run a rights issue for a major corporate without having a digital offering for private shareholders, so that’s another career-high.
What advice would you have for aspiring governance professionals?
I joke with my team, ‘don’t be wrong and don’t be slow’. More practically, move jobs for the work not just short-term money. It’s really important to go to places where your CV can be additive, where you are learning new things. You have to manage your career and be mindful of what you are trying to achieve. Our chairman says, ‘you are the freeholder of your own career, M&S just owns the lease’. When you see it like that, you move to build up your CV. Look for holistic jobs where you are doing lots of things, picking up the trivial pursuit cheeses – you have to try and make yourself as well rounded as possible. That applies to your private life as well; you have to read – not just business books – consume information, current affairs. Working in politics helps but understanding the environment and context in which you operate is vital, so there are lots of non-tangible things you can do to just improve your overall grasp on events. If you’ve got that then it plays through, you are able to respond to people quicker, build trust sooner and your status improves.
Do you have any interesting new projects coming up?
M&S has taken the lead on the digital AGM agenda. Over the last two years we’ve seen the enormous benefits that digital communications can bring to both businesses and shareholders. Our move to a digital format AGM has seen us increase participation by over 200% and it has democratised access to leadership – taking away travel requirements and the feeling of having to ask questions under the spotlight. The move has been better for the business too – it is more efficient, takes up less senior time and is more cost-efficient. However, the key benefit is that it helps to provide better routes for private shareholder engagement, and it focuses companies to produce better shareholder communications that genuinely add value and improve private shareholder understanding of business strategy and performance. At M&S we want to make digital the default across all of our engagement with private shareholders and have the full support of leadership in doing so. We will continue to push ourselves further to improve the format. Previously when M&S decided to go fully digital for our AGMs we brought in a BBC journalist to act as a shareholder advocate and the board did an ‘on the sofa with Archie Norman and friends’ – we made almost a TV show of it; engagement tripled from the previous in-person meeting. The message from M&S is, if you lean in and put on a good show people will come out for you.
