Always in the spotlight

• Alison Kay is Group General Counsel and Company Secretary
• Clive Burns is Head of Company Secretariat
• Megan Barnes is Assistant Company Secretary
• Ceri James is Company Secretarial Assistant; all at National Grid plc

What do you feel makes your team successful?

Alison Kay I think it is the mix of skills within the team; a careful evaluation as to what the skills are within the team and deploying those skills effectively. Also being clear about accountabilities and responsibilities, so that everybody knows exactly what their role is in making this team successful.

As I have come into this role, I have been struck by the fact that it is a true team effort – people working individually and in silos would not contribute so effectively to the success of the team.

It is something to do with people within the team; the positive attitude. There is a lot of humour around the office and there needs to be most of the time. And then a little bit of competitive edge between people wanting to go that extra mile, wanting to climb further up the tree to the top.

Clive Burns We have a very good development profile within the team. People are pushed quite hard to develop in the role and there is a very clear appetite from people within the team to rise to that challenge. That makes life much easier in terms of managing the workload, meeting people’s career aspirations and the like, and that really has helped the team in general to perform to a very high standard.

“ The team are always privy to a lot of very confidential information, so being trusted is vital”

Ceri James Coming into a junior position in the team, I found that there were a lot of opportunities available. My job role has changed so much over the past three years and it makes it a more exciting place to work – you know you will not be doing the same thing for years and you are constantly developing.

Megan Barnes I would add that we share our knowledge and experience of what we are doing, so the team is fully aware of everything that is going on and how we are doing it, and whether anyone needs to pitch in and assist with different work. That was not always the case; it is definitely more of a team effort now.

Are there any particular skills that you find most valuable for the company secretarial job?

AK It is the ability to work as a team. It is not somewhere you can come and, as Megan said, keep the knowledge to yourself and expect to thrive.

Then there is keeping on top of the agenda – we are only as good as keeping up to date with the latest corporate governance initiative that comes out. The team are very good at looking externally to see what is happening and how we can improve.

CB After that, within the team people have a very good political antennae. This is a big deal. Given the type of work we are dealing with, there are often sensitivities to be mindful of. The ability to understand the impact of the material we handle and the way we go about our work is something this team has been particularly good at. There are very few blind spots as far as I can see in that respect.

MB We need to be approachable. We are seen as one of the teams that people need to come to for information and if we were not approachable then they would not come to us as much. We need to have that dialogue and those good relationships.

AK The team are always privy to a lot of very confidential information, so being trusted is vital. There has never been anything that has left this department that should not have done, and that is very much a credit to the team – that we are trusted to deal respectfully with a great deal of confidential information.

What do you feel are the most challenging aspects of your roles?

CJ Managing priorities can be hard when you are spread across a broad range of different projects. You have to organise yourself to get everything done efficiently, particularly because the stakeholders are usually so senior. Determining the board’s appetite and interest for things can be challenging as well, as it can differ at times to ours.

MB In looking after the administration of the board, it would be having to look forward constantly. I have to make sure the board is kept up to date with everything that is going on and also keep an eye on what is coming up, so the board is not surprised.

AK What, out of the myriad of information out there, does the board and the executives really need to know? How do you decide what is relevant? Because you can be sure that sometimes you are going to get that wrong! Sometimes what you have not told them, because you do not think they will want to know, is what they want to know, and vice versa.

CB The complexity of the work we do increases the whole time. We deal with an ever-changing governance landscape – it is not just periodic reviews; there is a constant wave of initiatives coming from any number of different jurisdictions. There is now clearly a political element driving some of the initiatives which will add to the complexities of compliance.

What are the particular governance and compliance issues working for a FTSE 20 company?

CB The main difference is that a FTSE company is always in the spotlight. You have to be terribly careful about the decisions you take around governance, not just for your organisation but the wider governance issues that we are dealing with – getting it wrong is the one guaranteed way of ending up in the media with consequential reputational damage.

AK The degree of scrutiny on remuneration issues. The amount of time that is devoted to it by the remuneration committee and the board has increased astronomically.

There is always someone who is in the spotlight for executive remuneration and that builds into Clive’s point. It is a very tricky line – making sure you are incentivising people, but not crossing the line where you are going to get some sort of shareholder backlash.

“We have a very good, probably the world-leader, system of corporate governance. The last thing you want to do is create so much red tape that companies start taking a gamble as to which bits to focus their attention on”

MB If you are in the top of the FTSE you are probably looked to as one of the leaders, so you should be setting an example. Other companies look to you as an example, even for such things as looking at your annual report to see how you disclose information or looking at Regulatory News Service announcements to see how you do it. With market abuse regulations I imagine other companies have looked to see what FTSE companies have done with the new regulations.

Are there any challenges unique to operating in the energy sector? I read recently about Ofgem planning to separate the two arms of National Grid (the owner and operator arms of Britain’s power grid).

AK It is a big challenge for us, because with everything we do, you have competing views that may not perfectly align. You have got the corporate world where you are being asked to do something, and then a regulatory world, where you might want to take a slightly different path.

The system operator/transmission operator split that you refer to is something we welcome. There has been a lot of noise in the industry for many years over the potential for one side to favour the other. This should break that.

It will bring a bit of increased work and a bit of increased interest and publicity to start with, but that is natural. There will be new companies to set up, new boards to service and they will require independent directors.

We are seeing the PLC board structure replicated throughout our subsidiary companies, with the requirement for independent directors and all the attendant extra work that necessarily brings to this team.

Do you think the current corporate governance model is working? Is there something you would change?

CB From my perspective, it is working. I think the UK Corporate Governance code is now well established. The whole comply or explain approach works extremely well.

My sense is that the pendulum is possibly swinging a bit too far towards the political agenda now. There will always be new governance issues which crop up from time to time, but actually this structure has served us well over the past 10 years – even through the financial crisis – so for me there is little I would change.

AK We have a very good, probably the world-leader, system of corporate governance. The last thing you want to do is create so much red tape that companies start taking a gamble as to which bits to focus their attention on. I think that would be dangerous and not a positive thing for the industry.

Generally we have got a great system – let’s build on it incrementally. Let’s not go over the top and say everything is broken here, because I do not believe that is the case.

CJ In terms of governance in the future, I think generally everything will become more electronic, especially with general meetings. There will be a lot less paper and hopefully it will be easier to navigate.

*Top photo from left: Mark Edge from award sponsors Brainloop; Megan Barnes, Clive Burns and Alison Kay from National Grid; and awards host Alexander Armstrong

Henry Ker is Editor of Governance and Compliance