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CSS Salary Survey & Market Report 2012

The document discusses the evolving role and increasing responsibilities of company secretaries amid rising corporate governance demands, highlighting their potential to become vital governance experts and board influencers. It provides a detailed salary survey, indicating that remuneration has not kept pace with the increasing workload for secretaries, alongside a shift towards more specialized corporate governance roles. The report emphasizes the need for company secretaries to balance commercial imperatives with governance best practices while adapting to the diverse requirements of different sectors.

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CSS Introduction It’s not all about the money. This is a mantra that Company Secretaries have always abided by, to ensure that integrity also counts in the boardroom. Now, with the ever-increasing emphasis on corporate governance it’s clear that many have seen their workload and responsibilities rise significantly faster than their 2012 remuneration. Crucially, however, this regulatory focus has also presented the opportunity for the profession to acquire increasing influence and profile across the senior executive, the board and into the wider business community. Whilst in no way detracting from the core corporate administration aspects of the discipline, it’s afforded Company Secretaries the opportunity to play an active role as corporate governance experts, in driving forward commercial advantage. The profession is uniquely positioned to integrate the tangible, process elements and the interpretive language of business validity in an era when it’s not all about the money is becoming a much wider held belief. CSS Salary Survey & Market Report 2012 Professional Firms/ Importance Importance Introduction Consultancy Perfect Where CoSecs View from PRINT CONTACT FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
FTSE 100 • Large teams: 22% >25 personnel Average Salary £000 Range £000 Average Cash Bonus % • Few newly-created roles Company Secretary £130 - £169 £100 - £300 26 - 50 • Defined structures typically split: Head of/Deputy Company Secretary £100 - £129 £80 - £129 26 - 50 - PLC board support/governance - Subsidiary management/corporate administration Senior Assistant Company Secretary £70 - £79 £50 - £99 26 - 50 and within this increasingly specialist remits Assistant Company Secretary £60 - £69 £40 - £69 11 - 25 • Greater pro-active interaction across other disciplines: Legal, Company Secretarial Assistant £30 - £39 £20 - £49 11 - 25 Tax, Treasury, Risk, Compliance and Internal Audit Trainee Company Secretary £20 - £29 £20 - £29 <10 • Rise in corporate profile as board level influencer • More distinction between the Company Secretary and Head of Legal Benefits remits arising from increasing corporate governance requirements 100% • Greater awareness of individual ‘high potential’/c-suite capabilities 90% • Increasing scope for commercial/multi-disciplinary project opportunity 80% • Key challenge will be achieving balance between the commercial 70% imperative and corporate governance best practice 60% Cash Bonus Pension 50% Share Options Scheme 40% Car/Car Allowance 30% Private Healthcare Study Support 20% Subsidised Travel 10% Gym Other 0% Professional Firms/ Importance Importance FTSE 100 Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
FTSE 250 • 7% hold the dual role of Company Secretary / Head of Legal Average Salary £000 Range £000 Average Cash Bonus % • Department remit changes across the rankings as internal structures Company Secretary/Legal Counsel £170 - £199 £130 - £199 26 - 50 become more complex and the governance imperatives become greater, moving from: Company Secretary £100 - £129 £80 - £199 26 - 50 - Broad operation covering non-core areas such as insurance or Head of/Deputy Company Secretary £80 - £89 £70 - £129 26 - 50 pensions, to Senior Assistant Company Secretary £50 - £59 £40 - £59 11 - 25 - Niche governance and corporate administration specialist team Assistant Company Secretary £40 - £49 £40 - £59 <10 • Arguably responsibilities are greater at more junior levels in the FTSE Company Secretarial Assistant £30 - £39 £20 - £39 <10 250 as teams are typically smaller than in the FTSE 100 Trainee Company Secretary £20 - £29 £20 - £29 <10 • Pace of growth of teams in the FTSE 250 has been faster than in most other sectors; new appointments are predominantly at Assistant level Benefits • Head offices are more widely located than in the FTSE 100, extending beyond London and the South East, and across the country. This can 100% have an impact on remuneration, depending on local supply and 90% demand. On average, longevity of service is greater the further you are from the capital and home counties 80% 70% 60% Cash Bonus Pension 50% Share Options Scheme 40% Car/Car Allowance 30% Private Healthcare Study Support 20% Subsidised Travel 10% Gym Other 0% Professional Firms/ Importance Importance FTSE 250 Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
Other Quoted • Majority of Company Secretaries report into the Finance Director Average Salary £000 Salary Range £000 Average Cash Bonus % • Remit comparable with FTSE 250 but 65% of teams comprise Company Secretary/Legal Counsel £130 - £169 £130 - £169 26 - 50 3 people or less Company Secretary £100 - £129 £60 - £169 11 - 25 • Most salaries have remained static or risen less than 5% since our 2010 analysis Deputy Company Secretary £60 - £69 £30 - £69 <10 • Developments in corporate governance are creating significant Senior Assistant Company Secretary £50 - £59 £50 - £69 <10 technical, commercial and managerial challenges Assistant Company Secretary £40 - £49 £30 - £59 <10 Company Secretarial Assistant £20 - £29 £20 - £39 <10 Benefits 90% 80% 70% 60% Cash Bonus 50% Pension 40% Share Options Scheme Car/Car Allowance 30% Private Healthcare Study Support 20% Subsidised Travel 10% Gym Other 0% Professional Firms/ Importance Importance Other Quoted Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
AIM • Most often a standalone role, reporting directly to the board or Average Salary £000 Range £000 Average Cash Bonus % a more junior Assistant remit reporting to the Finance Director/ Legal Counsel Company Secretary £70 - £79 £60 - £130 26 - 50 • Wider functional responsibility encompassing risk/compliance/ finance/HR/legal increases the remuneration level to £100-129,000; Assistant Company Secretary £30 - £39 £30 - £49 11 - 25 33% in this category • First time appointment of a dedicated in-house Company Secretary is often prompted by the prospect of an IPO or on listing Benefits • Demand is for commercially astute, highly operationally-focused individuals with strong board and governance know-how to build 30% infrastructure dovetailing into market-facing focus of a ‘young’ executive 25% • Scope for trainee/intern level hires to assist with core administrative duties and statutory compliance 20% 15% Cash Bonus Pension 10% Share Options Scheme Car/Car Allowance 5% Private Healthcare Study Support Other 0% Professional Firms/ Importance Importance AIM Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
Private Groups • The most diverse sector ranging from long-established family run Average Salary £000 Salary Range £000 Average Cash Bonus % companies to young fast-moving entities; the remuneration ranges reflect this Company Secretary/Legal Counsel £100 - £129 £80 - £129 26 - 50 • Cash bonus levels vary considerably from c200% of base salary to less Company Secretary £80 - £89 £70 - £129 11 - 25 than 10%, irrespective of level, reflecting the diversity of type of entity from start-up to mature business Deputy Company Secretary £60 - £69 £50 - £69 11 - 25 • Typical secretariat numbers between 1 and 6 Senior Assistant Company Secretary £50 - £59 £40 - £69 <10 Assistant Company Secretary £40 - £49 £40 - £59 <10 Company Secretarial Assistant £30 - £39 £20 - £49 <10 Benefits 100% 90% 80% 70% 60% Cash Bonus Pension 50% Share Options Scheme 40% Car/Car Allowance 30% Private Healthcare Study Support 20% Subsidised Travel 10% Gym Other 0% Professional Firms/ Importance Importance Private Groups Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
Professional Firms/Consultancy Practices • Strong correlation between remuneration and size of practice Average Salary £000 Range £000 Average Cash Bonus % • Larger practices offer significantly higher levels of remunerations Standalone Company Secretary £50 - £59 £40 - £69 11 - 25 at each grade with increasing emphasis on: - Fee generation Company Secretary – - Team management £70 - £79 £70 - £129 <10 Head of Department - Business development Assistant Company Secretary £30 - £39 £20 - £39 <10 • Team sizes vary from 2 to 50+ Trainee/Company Secretarial Assistant £20 - £29 £20 - £29 <10 • Trend is towards ‘seamless’ international office networks to service worldwide client operations, integrated into complementary market sector or technical discipline-facing teams Benefits • In addition to ongoing compliance support, corporates are increasingly 60% outsourcing consultancy projects to the larger professional firms who are taking the lead on governance and specific issues such as Solvency II and restructuring initiatives 50% • Rise in client secondment opportunities 40% 30% Cash Bonus Pension 20% Share Options Scheme Car/Car Allowance 10% Private Healthcare Study Support Other 0% Professional Importance Importance Firms/Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
Not-for-Profit • Low ‘recognised value’ of dedicated remit Average Salary £000 Range £000 Average Cash Bonus % • Alternative qualifications pre-dominate Company Secretary £60 - £69 £50 - £89 <10 • Small teams; typically <3 Deputy Company Secretary £50 - £59 £30 - £69 <10 • Company Secretary usually reports to CEO Assistant Company Secretary £40 - £49 £20 - £59 <10 • Significant challenges arising from: Company Secretarial Assistant £20 - £29 £20 - £29 <10 - Wide range of governance structures coupled with enormous variation in size and complexity of organisations - Balancing positive outcomes for service users vs good value for taxpayers who fund the services, and public interest vs accountability to government - Open, overtly-accountable approach to diversity Benefits • Sector-specific codes: 60% - Good Governance Standard for Public Services - Nolan Principles 50% • Ahead of private sector on governance processes in many ways 40% 30% Cash Bonus Pension 20% Car/Car Allowance Private Healthcare Study Support 10% Subsidised Travel Other 0% Professional Firms/ Importance Importance Consultancy Not-for-Profit Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
Interim Report • Significant market influences: Job Title Remuneration £000 - AWR Company Secretary/Legal Counsel £130 - £169 - Permanent hire budget restraints Company Secretary £100 - £129 - Work/life balance Deputy Company Secretary £80 - £99 • The AWR legislation has created an emphasis on the Limited Company Contractor (LCC) model Senior Assistant Company Secretary £70 - £79 • The commercial imperative to reduce head count and permanent staff Assistant Company Secretary £40 - £59 costs in the face of increasing governance requirements has caused Company Secretarial Assistant £30 - £39 businesses to look to interim resourcing • Trend is for businesses to bring in interim specialists on a project-by- project consultancy basis for scenarios including: Contractual Arrangements - Launch of new share plans/dealing with share plans on transactions - Rationalisation of group entities 16% - Governance reviews Direct Hires - Due diligence pre/post mergers and acquisitions Operate at LCC • Company Secretaries, through desire, domestic constraints or Via Agency or Third redundancy, are increasingly receptive to interim assignments Party Payroll • A rise in the number, level of seniority and ‘added value’ of interim assignments and further growth anticipated 21% 63% Professional Firms/ Importance Importance Consultancy Interim Report Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
The Company Secretary Profile Which of the following competencies do you think are Engagement and Opinions most important in a Company Secretary? Engagement 70% • 56% are motivated by corporate success, closely followed Exercising Self-control/Resilience by professional profile and career potential Partnering/Networking & Building Trust 60% • Just 25% are interested in any business development aspect Political Skill of the remit Fiscal Management 50% Project Management & Results Driven 40% Flexibility & Problem Solving Vision & Strategic Thinking How is your secretariat viewed by Providing Direction your senior executive? 30% Conflict Management 8% Negotiation & Influencing Others Initiative, Innovation & Entrepreneurship 20% Technology Use/Management Delegation 10% Emotional Intelligence Valuing & Leveraging Diversity 0% 45% Key Performance Indicators USPs • 33% of Company Secretaries currently ‘Independent’ governance advisor to the board 47% have KPIs and the ‘go to expert’ on emerging hot topics: An administrative/ support function • 60% of Company Secretaries believe • Risk Management • Board Effectiveness: An influencing high specific measures are not necessary • Assurance - evaluation profile, governance • Corporate & Social - nomination resource Responsibility - remuneration Other Professional Firms/ Importance Importance Consultancy CoSec Profile Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
Why is the Company Secretary important? The Facts What should be the most important areas of your role? What do you spend most of your time doing? 100% 80% 90% Board & Committee Attendance 70% Board & Committee Attendance 80% Corporate Governance Corporate Governance Meetings Preparation 60% Meetings Preparation 70% Report & Accounts Preparation Report & Accounts Preparation 50% Risk Management 60% Risk Management Profit/Share Option Schemes Admin Profit/Share Option Schemes Admin 50% 40% Statutory Registers Statutory Registers 40% Managing a Portfolio of Subsidiaries Managing a Portfolio of Subsidiaries 30% Company Law Company Law 30% Contact Work 20% Contact Work 20% Compliance Compliance 10% Budgets 10% Budgets Man Management Man Management 0% 0% “Share plans frequently fall under the remit of the Janet Cooper, Partner, Tapestry Compliance, secretariat, these are increasingly complex to implement specialist global HR law firm and as many operate globally, the Company Secretary will Director of the ICSA Certificate in Employee be responsible for the overseas regulatory compliance.” Share Plans course Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
Why is the Company Secretary important? The Comments Ensuring the company meets statutory and The prison population is Link between board and business operations regulatory obligations high enough already! We are the guardians of good Acting as conduit The interpretation of legal requirements Promoting best corporate governance and the trusted and confidant and ensuring their delivery to the target practice (independent) advisor to the board audience in a commercial way Providing the right Support and guidance Being the hub for all stakeholders to the board Add value by developing effective and information at the right time efficient infrastructure processes to inform business decisions It’s our job to make sure that our company Facilitating the highest standards Governance does what its shareholders can expect from of transparency and accountability lynchpin Connecting the operational it in a way which is effective for the long processes with the term benefit of the company strategic imperatives Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
The perfect Company Secretary role If you were creating the perfect Company Secretary role, what would its focus be? 5% 11% 17% 22% 8% A technical resource A facilitator An independent advisor A commercial expert A governance officer Other 37% Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – CoSec role Conclusion Practices want to be the Bridge The Facts The Comments
Working for A FTSE 100 Company myself Director of Secretary Corporate Affairs CoSec of a leading In work/life charity / not-for-profit balance mode organisation Group CoSec of a large In a growing company with an multinational company with engaged board, enthusiastic staff listings in two or more countries and a sound business model Where company secretaries General Counsel and Taking on an NED role would like to be at the peak Chief Compliance Officer of their career To have a portfolio career In a senior board position with influence Managing a respected team in an interesting In a role where I have the ability Deputy of a FTSE 100 On the golf course, environment to change and challenge without or Company Secretary networking! compromising my values of a FTSE 250 Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – want to be Conclusion Practices CoSec role the Bridge The Facts The Comments
View from the Bridge How does the Chairman view the role of the Board Intelligence Credentials Company Secretary? Board Intelligence provides services to the board and company secretariat that drive board effectiveness, with a particular focus on the scope and quality of information that the board receives. Over the Ask a Chairman to describe the role of the Company Secretary and you’ll get a wide range of answers. last year alone, we have reviewed 80 board packs providing us with For some it is, and should remain, a purely administrative function, with one Chairman commenting that unparalleled visibility of board reporting across the FTSE. Our breadth if they barely notice their Company Secretary then they are probably doing a good job. But for others, of experience has allowed us to develop best practice solutions to one of the biggest risks faced by the board: information risk. the Company Secretary is pivotal to shaping governance and board practices and they both want and expect a great deal more strategic input. As Lord MacLaurin, former Chairman of Vodafone and Tesco said: “The Company Secretary should provide the heartbeat of the business.” Where one sits along the spectrum of the administrative to the strategic, will depend on what you are capable of, what the company perceives you to be capable of and what the business needs. In some respects this is no different to other senior roles: some Finance Directors are bookkeepers whilst others are the Second in Command, just as some Marketing Directors spend the advertising budget and others shape the growth story of the organisation. But what is different for the Company Secretary is that the needs of many organisations have changed in the past few years. With the recent governance failings still fresh in everyone’s mind, many companies now have an appetite for senior governance counsel and it is up to the Company Secretary to demonstrate that they are the person for the job. Baroness Prashar, former Chairman of the Judicial Appointments Commission, once observed: “A good Company Secretary is worth their weight in gold. But their ability to add value will in part be driven by how they are perceived by the board.” Whether or not you reap the benefits of this governance renaissance will depend as much on how you position yourself within the company, as it will on your ability. But for those who can engage the board in a more strategic governance discussion, there will never have been a more rewarding time to be a Company Secretary. Emma Sturdee Board Intelligence Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – the Bridge Conclusion Practices CoSec role want to be The Facts The Comments
Conclusion It’s all about change, and the pace of change. Business culture has CSS would like to thank everyone who has contributed, shifted and corporate governance is increasingly proving to be the in particular: over-arching premise for success. At the same time, the processes and Board Intelligence (www.boardintelligence.co.uk) procedures that underpin good governance are becoming more complex. Information is moving faster and the expectations are rising. Jennifer Harris - Founder and Managing Director Pippa Croney - Director Whether you’re a governance advisor, board support specialist, an embedded corporate administrator, or all of these and more, your profile Emma Sturdee - Associate to the Executive Committee is greater and your expertise – be it in-depth technical, facilitatory or thought leadership – is uniquely transferable and increasingly Tapestry Compliance (www.tapestrycompliance.com) well-recognised. Janet Cooper - Partner The high potential that has always existed in the profession is now very much on show and well-positioned to be leveraged further. In the short term, the economic climate is challenging but the longer term outlook is extremely encouraging, and the tri-partite goal – of greater respect for the role leading to greater influence in the boardroom and across the business – very achievable. Company Secretarial Services Quality House 5-9 Quality Court Chancery Lane London WC2A 1HP www.blt.co.uk Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from Conclusion PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Practices CoSec role want to be the Bridge The Facts The Comments

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CSS Salary Survey & Market Report 2012

  • 1.
    CSS Introduction It’s not all about the money. This is a mantra that Company Secretaries have always abided by, to ensure that integrity also counts in the boardroom. Now, with the ever-increasing emphasis on corporate governance it’s clear that many have seen their workload and responsibilities rise significantly faster than their 2012 remuneration. Crucially, however, this regulatory focus has also presented the opportunity for the profession to acquire increasing influence and profile across the senior executive, the board and into the wider business community. Whilst in no way detracting from the core corporate administration aspects of the discipline, it’s afforded Company Secretaries the opportunity to play an active role as corporate governance experts, in driving forward commercial advantage. The profession is uniquely positioned to integrate the tangible, process elements and the interpretive language of business validity in an era when it’s not all about the money is becoming a much wider held belief. CSS Salary Survey & Market Report 2012 Professional Firms/ Importance Importance Introduction Consultancy Perfect Where CoSecs View from PRINT CONTACT FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 2.
    FTSE 100 • Large teams: 22% >25 personnel Average Salary £000 Range £000 Average Cash Bonus % • Few newly-created roles Company Secretary £130 - £169 £100 - £300 26 - 50 • Defined structures typically split: Head of/Deputy Company Secretary £100 - £129 £80 - £129 26 - 50 - PLC board support/governance - Subsidiary management/corporate administration Senior Assistant Company Secretary £70 - £79 £50 - £99 26 - 50 and within this increasingly specialist remits Assistant Company Secretary £60 - £69 £40 - £69 11 - 25 • Greater pro-active interaction across other disciplines: Legal, Company Secretarial Assistant £30 - £39 £20 - £49 11 - 25 Tax, Treasury, Risk, Compliance and Internal Audit Trainee Company Secretary £20 - £29 £20 - £29 <10 • Rise in corporate profile as board level influencer • More distinction between the Company Secretary and Head of Legal Benefits remits arising from increasing corporate governance requirements 100% • Greater awareness of individual ‘high potential’/c-suite capabilities 90% • Increasing scope for commercial/multi-disciplinary project opportunity 80% • Key challenge will be achieving balance between the commercial 70% imperative and corporate governance best practice 60% Cash Bonus Pension 50% Share Options Scheme 40% Car/Car Allowance 30% Private Healthcare Study Support 20% Subsidised Travel 10% Gym Other 0% Professional Firms/ Importance Importance FTSE 100 Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 3.
    FTSE 250 • 7% hold the dual role of Company Secretary / Head of Legal Average Salary £000 Range £000 Average Cash Bonus % • Department remit changes across the rankings as internal structures Company Secretary/Legal Counsel £170 - £199 £130 - £199 26 - 50 become more complex and the governance imperatives become greater, moving from: Company Secretary £100 - £129 £80 - £199 26 - 50 - Broad operation covering non-core areas such as insurance or Head of/Deputy Company Secretary £80 - £89 £70 - £129 26 - 50 pensions, to Senior Assistant Company Secretary £50 - £59 £40 - £59 11 - 25 - Niche governance and corporate administration specialist team Assistant Company Secretary £40 - £49 £40 - £59 <10 • Arguably responsibilities are greater at more junior levels in the FTSE Company Secretarial Assistant £30 - £39 £20 - £39 <10 250 as teams are typically smaller than in the FTSE 100 Trainee Company Secretary £20 - £29 £20 - £29 <10 • Pace of growth of teams in the FTSE 250 has been faster than in most other sectors; new appointments are predominantly at Assistant level Benefits • Head offices are more widely located than in the FTSE 100, extending beyond London and the South East, and across the country. This can 100% have an impact on remuneration, depending on local supply and 90% demand. On average, longevity of service is greater the further you are from the capital and home counties 80% 70% 60% Cash Bonus Pension 50% Share Options Scheme 40% Car/Car Allowance 30% Private Healthcare Study Support 20% Subsidised Travel 10% Gym Other 0% Professional Firms/ Importance Importance FTSE 250 Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 4.
    Other Quoted • Majority of Company Secretaries report into the Finance Director Average Salary £000 Salary Range £000 Average Cash Bonus % • Remit comparable with FTSE 250 but 65% of teams comprise Company Secretary/Legal Counsel £130 - £169 £130 - £169 26 - 50 3 people or less Company Secretary £100 - £129 £60 - £169 11 - 25 • Most salaries have remained static or risen less than 5% since our 2010 analysis Deputy Company Secretary £60 - £69 £30 - £69 <10 • Developments in corporate governance are creating significant Senior Assistant Company Secretary £50 - £59 £50 - £69 <10 technical, commercial and managerial challenges Assistant Company Secretary £40 - £49 £30 - £59 <10 Company Secretarial Assistant £20 - £29 £20 - £39 <10 Benefits 90% 80% 70% 60% Cash Bonus 50% Pension 40% Share Options Scheme Car/Car Allowance 30% Private Healthcare Study Support 20% Subsidised Travel 10% Gym Other 0% Professional Firms/ Importance Importance Other Quoted Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 5.
    AIM • Most often a standalone role, reporting directly to the board or Average Salary £000 Range £000 Average Cash Bonus % a more junior Assistant remit reporting to the Finance Director/ Legal Counsel Company Secretary £70 - £79 £60 - £130 26 - 50 • Wider functional responsibility encompassing risk/compliance/ finance/HR/legal increases the remuneration level to £100-129,000; Assistant Company Secretary £30 - £39 £30 - £49 11 - 25 33% in this category • First time appointment of a dedicated in-house Company Secretary is often prompted by the prospect of an IPO or on listing Benefits • Demand is for commercially astute, highly operationally-focused individuals with strong board and governance know-how to build 30% infrastructure dovetailing into market-facing focus of a ‘young’ executive 25% • Scope for trainee/intern level hires to assist with core administrative duties and statutory compliance 20% 15% Cash Bonus Pension 10% Share Options Scheme Car/Car Allowance 5% Private Healthcare Study Support Other 0% Professional Firms/ Importance Importance AIM Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 6.
    Private Groups • The most diverse sector ranging from long-established family run Average Salary £000 Salary Range £000 Average Cash Bonus % companies to young fast-moving entities; the remuneration ranges reflect this Company Secretary/Legal Counsel £100 - £129 £80 - £129 26 - 50 • Cash bonus levels vary considerably from c200% of base salary to less Company Secretary £80 - £89 £70 - £129 11 - 25 than 10%, irrespective of level, reflecting the diversity of type of entity from start-up to mature business Deputy Company Secretary £60 - £69 £50 - £69 11 - 25 • Typical secretariat numbers between 1 and 6 Senior Assistant Company Secretary £50 - £59 £40 - £69 <10 Assistant Company Secretary £40 - £49 £40 - £59 <10 Company Secretarial Assistant £30 - £39 £20 - £49 <10 Benefits 100% 90% 80% 70% 60% Cash Bonus Pension 50% Share Options Scheme 40% Car/Car Allowance 30% Private Healthcare Study Support 20% Subsidised Travel 10% Gym Other 0% Professional Firms/ Importance Importance Private Groups Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 7.
    Professional Firms/Consultancy Practices • Strong correlation between remuneration and size of practice Average Salary £000 Range £000 Average Cash Bonus % • Larger practices offer significantly higher levels of remunerations Standalone Company Secretary £50 - £59 £40 - £69 11 - 25 at each grade with increasing emphasis on: - Fee generation Company Secretary – - Team management £70 - £79 £70 - £129 <10 Head of Department - Business development Assistant Company Secretary £30 - £39 £20 - £39 <10 • Team sizes vary from 2 to 50+ Trainee/Company Secretarial Assistant £20 - £29 £20 - £29 <10 • Trend is towards ‘seamless’ international office networks to service worldwide client operations, integrated into complementary market sector or technical discipline-facing teams Benefits • In addition to ongoing compliance support, corporates are increasingly 60% outsourcing consultancy projects to the larger professional firms who are taking the lead on governance and specific issues such as Solvency II and restructuring initiatives 50% • Rise in client secondment opportunities 40% 30% Cash Bonus Pension 20% Share Options Scheme Car/Car Allowance 10% Private Healthcare Study Support Other 0% Professional Importance Importance Firms/Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 8.
    Not-for-Profit • Low ‘recognised value’ of dedicated remit Average Salary £000 Range £000 Average Cash Bonus % • Alternative qualifications pre-dominate Company Secretary £60 - £69 £50 - £89 <10 • Small teams; typically <3 Deputy Company Secretary £50 - £59 £30 - £69 <10 • Company Secretary usually reports to CEO Assistant Company Secretary £40 - £49 £20 - £59 <10 • Significant challenges arising from: Company Secretarial Assistant £20 - £29 £20 - £29 <10 - Wide range of governance structures coupled with enormous variation in size and complexity of organisations - Balancing positive outcomes for service users vs good value for taxpayers who fund the services, and public interest vs accountability to government - Open, overtly-accountable approach to diversity Benefits • Sector-specific codes: 60% - Good Governance Standard for Public Services - Nolan Principles 50% • Ahead of private sector on governance processes in many ways 40% 30% Cash Bonus Pension 20% Car/Car Allowance Private Healthcare Study Support 10% Subsidised Travel Other 0% Professional Firms/ Importance Importance Consultancy Not-for-Profit Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 9.
    Interim Report • Significant market influences: Job Title Remuneration £000 - AWR Company Secretary/Legal Counsel £130 - £169 - Permanent hire budget restraints Company Secretary £100 - £129 - Work/life balance Deputy Company Secretary £80 - £99 • The AWR legislation has created an emphasis on the Limited Company Contractor (LCC) model Senior Assistant Company Secretary £70 - £79 • The commercial imperative to reduce head count and permanent staff Assistant Company Secretary £40 - £59 costs in the face of increasing governance requirements has caused Company Secretarial Assistant £30 - £39 businesses to look to interim resourcing • Trend is for businesses to bring in interim specialists on a project-by- project consultancy basis for scenarios including: Contractual Arrangements - Launch of new share plans/dealing with share plans on transactions - Rationalisation of group entities 16% - Governance reviews Direct Hires - Due diligence pre/post mergers and acquisitions Operate at LCC • Company Secretaries, through desire, domestic constraints or Via Agency or Third redundancy, are increasingly receptive to interim assignments Party Payroll • A rise in the number, level of seniority and ‘added value’ of interim assignments and further growth anticipated 21% 63% Professional Firms/ Importance Importance Consultancy Interim Report Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 10.
    The Company SecretaryProfile Which of the following competencies do you think are Engagement and Opinions most important in a Company Secretary? Engagement 70% • 56% are motivated by corporate success, closely followed Exercising Self-control/Resilience by professional profile and career potential Partnering/Networking & Building Trust 60% • Just 25% are interested in any business development aspect Political Skill of the remit Fiscal Management 50% Project Management & Results Driven 40% Flexibility & Problem Solving Vision & Strategic Thinking How is your secretariat viewed by Providing Direction your senior executive? 30% Conflict Management 8% Negotiation & Influencing Others Initiative, Innovation & Entrepreneurship 20% Technology Use/Management Delegation 10% Emotional Intelligence Valuing & Leveraging Diversity 0% 45% Key Performance Indicators USPs • 33% of Company Secretaries currently ‘Independent’ governance advisor to the board 47% have KPIs and the ‘go to expert’ on emerging hot topics: An administrative/ support function • 60% of Company Secretaries believe • Risk Management • Board Effectiveness: An influencing high specific measures are not necessary • Assurance - evaluation profile, governance • Corporate & Social - nomination resource Responsibility - remuneration Other Professional Firms/ Importance Importance Consultancy CoSec Profile Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 11.
    Why is theCompany Secretary important? The Facts What should be the most important areas of your role? What do you spend most of your time doing? 100% 80% 90% Board & Committee Attendance 70% Board & Committee Attendance 80% Corporate Governance Corporate Governance Meetings Preparation 60% Meetings Preparation 70% Report & Accounts Preparation Report & Accounts Preparation 50% Risk Management 60% Risk Management Profit/Share Option Schemes Admin Profit/Share Option Schemes Admin 50% 40% Statutory Registers Statutory Registers 40% Managing a Portfolio of Subsidiaries Managing a Portfolio of Subsidiaries 30% Company Law Company Law 30% Contact Work 20% Contact Work 20% Compliance Compliance 10% Budgets 10% Budgets Man Management Man Management 0% 0% “Share plans frequently fall under the remit of the Janet Cooper, Partner, Tapestry Compliance, secretariat, these are increasingly complex to implement specialist global HR law firm and as many operate globally, the Company Secretary will Director of the ICSA Certificate in Employee be responsible for the overseas regulatory compliance.” Share Plans course Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 12.
    Why is theCompany Secretary important? The Comments Ensuring the company meets statutory and The prison population is Link between board and business operations regulatory obligations high enough already! We are the guardians of good Acting as conduit The interpretation of legal requirements Promoting best corporate governance and the trusted and confidant and ensuring their delivery to the target practice (independent) advisor to the board audience in a commercial way Providing the right Support and guidance Being the hub for all stakeholders to the board Add value by developing effective and information at the right time efficient infrastructure processes to inform business decisions It’s our job to make sure that our company Facilitating the highest standards Governance does what its shareholders can expect from of transparency and accountability lynchpin Connecting the operational it in a way which is effective for the long processes with the term benefit of the company strategic imperatives Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Conclusion Practices CoSec role want to be the Bridge The Facts The Comments
  • 13.
    The perfect CompanySecretary role If you were creating the perfect Company Secretary role, what would its focus be? 5% 11% 17% 22% 8% A technical resource A facilitator An independent advisor A commercial expert A governance officer Other 37% Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – CoSec role Conclusion Practices want to be the Bridge The Facts The Comments
  • 14.
    Working for A FTSE 100 Company myself Director of Secretary Corporate Affairs CoSec of a leading In work/life charity / not-for-profit balance mode organisation Group CoSec of a large In a growing company with an multinational company with engaged board, enthusiastic staff listings in two or more countries and a sound business model Where company secretaries General Counsel and Taking on an NED role would like to be at the peak Chief Compliance Officer of their career To have a portfolio career In a senior board position with influence Managing a respected team in an interesting In a role where I have the ability Deputy of a FTSE 100 On the golf course, environment to change and challenge without or Company Secretary networking! compromising my values of a FTSE 250 Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – want to be Conclusion Practices CoSec role the Bridge The Facts The Comments
  • 15.
    View from theBridge How does the Chairman view the role of the Board Intelligence Credentials Company Secretary? Board Intelligence provides services to the board and company secretariat that drive board effectiveness, with a particular focus on the scope and quality of information that the board receives. Over the Ask a Chairman to describe the role of the Company Secretary and you’ll get a wide range of answers. last year alone, we have reviewed 80 board packs providing us with For some it is, and should remain, a purely administrative function, with one Chairman commenting that unparalleled visibility of board reporting across the FTSE. Our breadth if they barely notice their Company Secretary then they are probably doing a good job. But for others, of experience has allowed us to develop best practice solutions to one of the biggest risks faced by the board: information risk. the Company Secretary is pivotal to shaping governance and board practices and they both want and expect a great deal more strategic input. As Lord MacLaurin, former Chairman of Vodafone and Tesco said: “The Company Secretary should provide the heartbeat of the business.” Where one sits along the spectrum of the administrative to the strategic, will depend on what you are capable of, what the company perceives you to be capable of and what the business needs. In some respects this is no different to other senior roles: some Finance Directors are bookkeepers whilst others are the Second in Command, just as some Marketing Directors spend the advertising budget and others shape the growth story of the organisation. But what is different for the Company Secretary is that the needs of many organisations have changed in the past few years. With the recent governance failings still fresh in everyone’s mind, many companies now have an appetite for senior governance counsel and it is up to the Company Secretary to demonstrate that they are the person for the job. Baroness Prashar, former Chairman of the Judicial Appointments Commission, once observed: “A good Company Secretary is worth their weight in gold. But their ability to add value will in part be driven by how they are perceived by the board.” Whether or not you reap the benefits of this governance renaissance will depend as much on how you position yourself within the company, as it will on your ability. But for those who can engage the board in a more strategic governance discussion, there will never have been a more rewarding time to be a Company Secretary. Emma Sturdee Board Intelligence Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – the Bridge Conclusion Practices CoSec role want to be The Facts The Comments
  • 16.
    Conclusion It’s all about change, and the pace of change. Business culture has CSS would like to thank everyone who has contributed, shifted and corporate governance is increasingly proving to be the in particular: over-arching premise for success. At the same time, the processes and Board Intelligence (www.boardintelligence.co.uk) procedures that underpin good governance are becoming more complex. Information is moving faster and the expectations are rising. Jennifer Harris - Founder and Managing Director Pippa Croney - Director Whether you’re a governance advisor, board support specialist, an embedded corporate administrator, or all of these and more, your profile Emma Sturdee - Associate to the Executive Committee is greater and your expertise – be it in-depth technical, facilitatory or thought leadership – is uniquely transferable and increasingly Tapestry Compliance (www.tapestrycompliance.com) well-recognised. Janet Cooper - Partner The high potential that has always existed in the profession is now very much on show and well-positioned to be leveraged further. In the short term, the economic climate is challenging but the longer term outlook is extremely encouraging, and the tri-partite goal – of greater respect for the role leading to greater influence in the boardroom and across the business – very achievable. Company Secretarial Services Quality House 5-9 Quality Court Chancery Lane London WC2A 1HP www.blt.co.uk Professional Firms/ Importance Importance Consultancy Perfect Where CoSecs View from Conclusion PRINT CONTACT Introduction FTSE 100 FTSE 250 Other Quoted AIM Private Groups Not-for-Profit Interim Report CoSec Profile of CoSec – of CoSec – Practices CoSec role want to be the Bridge The Facts The Comments