capitaregistrars.com | 31
LESSONS LEARNED
A CLASSICAL EDUCATION
Susan Henderson, Company Secretary of medical devices giant Smith & Nephew, looks back at the key lessons she’s learned in her career
I
firmly believe that being a company secretary is the best job in the world. You’re right at the heart of a company, seeing all the exciting things as they happen – or sometimes as they don’t. It’s great being able to observe the board at close quarters – but not actually having to take the tough decisions yourself! However, it’s certainly not an easy job and these lessons have served me well.
Lesson 1: Stand by your team I was very lucky in that my first boss at John Wood Group in Aberdeen was excellent at giving his team recognition where it was due and accepting responsibility for our actions when we made a mess of things. I think standing by your team through good times and bad is very important in building a team’s sense of togetherness and confidence – and having a good team around you is essential.
I also try not to work long hours. Some people might scoff at that but if you’re working flat out all the time and something big comes along, you have no flexibility to step up a gear to cope with it. Of course, our role has got busier in the last few years with the introduction of the Companies Act and various things from Europe so maybe that’s something we can’t always achieve. But the fact that there’s always something new going on is another of the reasons that I enjoy the job so much.
Lesson 2: Get to grips with the technicalities In
common with many company secretaries I enjoy the technicalities of the role. I’ve found it’s always worth getting an understanding of the practicalities of how things work. For example, at the moment I’m working on issuer response to T2S, the proposed new securities system for Europe (see pages 6-7). It’s highly technical but it could potentially have dire consequences for UK issuers and you have to get down into the nitty-gritty of the practicalities to understand what the potential impact is.
Lesson 3: Make the most of your advisers When it
comes to choosing your advisers speak to the people that you will actually be working with rather than the people at the very top. You need to know that they will be able to sort out all the technical wrinkles when it is required. I also like to visit anyone I will be working with in their own offices rather than fancy meeting rooms as I think you can find out a lot about a company from seeing where and how they work.
When it comes to share registrars, I have a simple piece of advice – get them involved early on because what the lawyers come up with does not necessarily work in practice. This is another area where a bit of practical knowledge goes a long way. Of course, your advisers are
That’s the
classicist in me talking. We
were trained to look at source documentation and primary evidence
SUSAN’S CV
1980-84 Corpus Christi College, Oxford, Classics 1984-86 John Wood Group, Secretarial Assistant 1986-90 Meyer International, Assistant Secretary 1990-96 Program Notes Limited, Company Secretary and home with children
1996-97 Murray Lawrence, Assistant Group Secretary 1997-99 Worthington Group, Company Secretary and Head of HR
1999-2004 Amersham, Deputy Group Secretary 2004-05 RMC Group, Company Secretary through takeover period
2005 Capital Analytics, Consultant 2005-2009 Prudential, Deputy Group Secretary 2009 Smith & Nephew, Company Secretary
the professionals but you need to know enough about what is going on to be able to make the decisions that are right for both of you.
Lesson 4: The golden rule If a young, up-and-coming
company secretary were to ask me for my number one piece of advice I’d tell them to go back to source documents all the time. That’s the classicist in me talking. We were trained to look at source documentation and primary evidence, such as piles of stones and ditches. Other people’s analysis of material is useful but you can’t beat going back to the original sources. Don’t just copy what happened last year or what the previous secretary has done. Look at your Articles of Association or the reference in the Companies Act or the Listing Rules – that way you know you will be doing things properly.
Susan Henderson is Company Secretary of Smith & Nephew plc.
SPRING 2010
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