+ CERTIFIED SECRETARY AS THE CONSCIENCE OF THE BOARD & CUSTODIAN OF GOVERNANCE CS SHARON KISIRE, HSC

+ Conscience Custodian

+ Descriptions o The keeper of secrets o Every leader’s wise friend o The conscience of the organization o Sounding Board o A steady hand on the tiller o Livewire of the company

+ Cont. The company secretary has an important role in promoting good corporate governance and a representation of what should rightfully be done

+ Cont. Duties/ roles of a Company secretary

+ How ? Effective induction programmes for Board Directors and Management

+ Cont. Establishing an effective working relationship with the chairman & Chief Executive Officer

+ Cont. Ensuring the smooth running of the board's and board committees' activities – setting agenda & ensuring it is followed

+ Cont. Keeping under close review all legislative, regulatory and corporate governance developments that might affect the company's operations, and ensuring that the board is fully briefed on these and that it has regard to them when taking decisions.

+ Cont. Confidentially communicating to the Chairman and board on matters that may concern them ( Observed or heard )

+ Cont. Take a lead role in managing difficult inter-personal issues on the board (such as the exit of the Directors from the organization ).

+ Cont. Point of reference for the Board on information (regarding the company / organization & its activities) that facilitates decision making: especially non executive directors

+ Cont. Questioning and giving a further probe to Board decisions that are of great impact on the organization

+ Cont. Ensuring that Board decisions are implemented

+ Cont. o Regular advice to CEO and senior management on compliance matters o Ensuring compliance with all statutory requirements

+ Cont. Preparing and presenting a compliance checklist at all senior management meetings, Board committee meetings and Board meetings

+ Cont. o A CS needs to be seen as someone who provides an objective, impartial, informed view. o Even he/she doesn’t have the knowledge required, they know where to get it.

+ Cont. A CS job is about how they work with the board and help the directors deliver the strategy : about how they ‘sell’ governance. Not all directors at every company will always appreciate the value of governance, so the Company Secretary needs to minimize the risks that can emerge by handling them appropriately

+ Characteristics of high- performing company secretaries The dynamics of the boardroom are changing and Chairmen and Directors are realizing that they need specialist skills and technical knowledge in this area and they are looking to Company Secretaries to provide this expertise.

+ Simplicity of thought ….. A CS has the role to present information in a way the directors will understand :being able to see the whole picture as that helps to put things into context.

+ Problem solving skills A CS deals with the ‘what if’ questions; they fix things before they become problems, or if there is an issue to deal with, to come up with a series of options which are in the best interests of the company/ organization

+ Confident A CS needs to have confidence in their own advice, because often it is a judgment call.

+ Thick skin The most important part of the CS job is to keep the company on the straight and narrow when regulation is becoming more difficult to keep up with and arguably, as a consequence, companies are at more risk in an increasingly litigious society.

+ Business acumen It is the aim of companies to achieve the highest standards of transparency, accountability and good corporate governance without unduly inhibiting enterprise and innovation. The CS must have the requisite diversity of knowledge and experience necessary to assist the Board in steering the growth of the company in the right direction.

+ Ability to rise above Board politics All directors should have access to the advice and services of the company secretary. The company secretary should build effective working relationships with all board members, offering impartial advice and acting in the best interests of the company.

+ Keen on self development Company Secretaries can succeed only if they keep updating themselves with the latest information in the corporate sector especially related to law. Besides thorough knowledge of relevant subjects, command over language is another skill they need to have.

+ Loyalty and integrity Key traits that are essential for a CS as they will be working with the top management of the company and will have knowledge of critical information.

+ Strategic thinkers The best company secretaries are valued strategic advisers. They are in a position of influence as they help their boards to navigate the right path: one that avoids risk, complies with or exceeds regulatory standards, and remains faithful to the goals and values of the organization

+ Good negotiation skills o Ability to influence o A builder of relationships o Ability to align teams and agendas

+ High emotional intelligence Directors are human beings and have emotions. A CS therefore work with each one accordingly and achieve consensus without hurting his/her ego.

+ Board challenges for 2016 and beyond

+ Cont. o Advanced technologies o Cyber security o Activist investors o Risks and ways of managing those risks o Organizational culture

+ Cont. o Volatile, dynamic environment that organizations operate in. o Power shifts : there is a major shift in power in and around corporations. In the past, the organization controlled its own agenda. Now, it’s more of a shared control—consumers and shareholders have tremendous power, and activist investors do too.

+ Consequences ? Innovation needs to be a proper process within the organization—it is not just about developing new ideas and approaches, it is also about the way the company organizes itself and innovates on a day-to-day basis. The board members should have oversight of this process and the way in which management is building an innovation culture within the organization.

+ Cont. Boards need to focus on the risks associated with strategy, but should also understand the opportunities, especially as they relate to the organization’s value proposition :listen to the customer and increase value from their comments

+ Talent management Managing people is the responsibility of management, but the board needs to ensure that the organization is creating and nurturing a positive, engaging, and adaptive culture that is sustainable and survives beyond a CEO’s tenure.

+ Cont. Boards must strike the balance, the delicate balance on governance : the CS is at the Centre of that role

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