The Boardroom Path

[00:00:03] Ralph Grayson: Welcome to The Boardroom Path by Sainty Hird & Partners. I'm your host, Ralph Grayson, a partner in the board practice. In this series, we'll offer practical steps and useful perspectives for aspiring and newly appointed NEDs. Throughout its 30 year history, Sainty Hird has recruited senior board members across the City, Industry, the Public Sector and NGOs.

We're now also evaluating those boards, as well as coaching and mentoring those seeking to transition from an executive career into the boardroom. So we'll be speaking to some leading figures in the board advisory and NED world. Specifically, we'll seek their counsel about how and where to spend time and energy to make an effective transition into the boardroom. The goal is to equip recent and aspiring NEDs with tips, tactics and strategies to be most effective and build a successful career as a board director. In the process, we aim to help you to think more about who you are, how you operate and how you can make this work in the boardroom.

My guest today is Erika Eliasson-Norris, who is the author of "The Secret Diary of a Company Secretary", a candid and thought provoking reflection on the realities of boardroom life written to spark, debate, and drive change across the governance profession. The book is already being hailed as a must read for Chairs, CEOs, board directors, and senior managers, and is "a timely reminder that governance is not about bureaucracy. It is about people judgment and doing what's right when it matters most." Erika, great to meet you.

[00:01:50] Erika Eliasson-Norris: Great to be here. Thank you very much.

[00:01:52] Ralph Grayson: So let's get into the book.

As the strap line says, the book lifts the lid on what really happens inside boardrooms, the dynamics, the dilemmas, and the decisions that shape companies and impact society. It shines a light on the pivotal role of governance professionals and company secretaries, giving them a much needed voice in conversations too often dominated by executives and directors. By sharing authentic experiences, The Secret Diary of a Company Secretary helps demystify the boardroom, challenges outdated perceptions, and highlights why governance is about more than compliance and lifts the lid on the boardroom's most guarded realities.

Erika, please give us a bit more colour to this fascinating book and your background experience, and I guess most importantly, what inspired you to write the book?

[00:02:46] Erika Eliasson-Norris: Okay, so I am Founder and CEO of Beyond Governance. Prior to that I had nearly two decades worth of roles as FTSE level company secretary, and I was also the youngest FTSE 250 CoSec at age 32. I am the governance assessed to the UK Post Office Horizon IT Inquiry and I've dedicated, ever since I started up Beyond Governance, a lot of my time to raising the profile of governance and building kind of boardroom cultures, either through my consultancy business or through other facets, such as the book.

Inspiration for the book was that governance professionals are, by their very nature, the sort of people that should be rarely seen externally. They are there holding the secrets of the board. They're there holding the secrets of the company, and they're there advising and guiding from inside. They are not necessarily the decision makers, but they are the people that are quietest, let's say, in the room, that are there taking everything in and offering that perspective to the board. With that, and the fact that integrity is absolutely key, what happens in that boardroom should never be spoken of outside. Other than with those people that were parties to that conversation. With that, the stories of what goes on in those boardrooms are never heard. The stories of what a company secretary does rarely is fully understood until you are that person that steps into that board meeting room for the first time. And that can happen across departments of a number of company secretaries, even if you deputize for the company secretary themselves, until you actually step into that room, that senior person to you would never have given you an insight into what will go on in that room because they're not supposed to. That's not part of their job.

So this book was written with eight individuals, eight group company secretaries of FTSE listed businesses, anonymously, going on the record and talking to me, as somebody who has held that job myself, and talking to me about everything that happens inside the boardroom. Which obviously I could fully appreciate and put down in a way that allowed them to remain anonymous, but also brought those stories to life.

And I think more important than anything else, these stories are hopefully able to lift the lid on more than just me. My story isn't in here, they are other people's stories. But to raise the profile of those particular individuals anonymously, and hopefully raise the profile of the governance profession at the same time.

[00:05:22] Ralph Grayson: A huge amount for us to dig into here. There are 1,001 books written about boards and governance, which are, in my experience, largely academic, dry, somewhat sterile. I really would encourage all my board listeners to read this book. It has a colour, a rhythm of vocabulary that is so relatable to.We'll come back to the role of a company secretary and how board members ought to think about that role in a second.

But let's just quickly touch on, so you are the CEO of Board Governance. I think you've also recently launched CoSec on Demand. Perhaps you just want to explain both of those to give a bit of context before we get into the substance.

[00:06:02] Erika Eliasson-Norris: Yes, so Beyond Governance is a consultancy that I set up. We have three different areas that we support on training for directors and company secretaries. We do support with regards to advisory type works. They could be M&A or IPOs or other project based governance pieces of work. And we also have our newest offering which is CoSec on Demand. Essentially it bridges the gap between an in-house team having available support as and when they need it, but without having to have the need for interim recruitment. So we are there, we have employed members of the Beyond Governance team that can come in from a couple of hours a month right through to full-time for as many months as required. They are not on zero hour contracts with us. They can come back. We have a number of clients that kind of come back, repeat business, asking for the same people to come in again because they now understand the business. But most importantly for me, those individuals, unlike some professional services firms, we only hire people that have worked in companies before because I think it's so incredibly important.

I trained in professional services myself and I lasted about 9, 10 months, finished my governance exams, and then decided that I really wanted to feel the heartbeat of the organisation. And I think the only way you can truly appreciate what it's like to experience directors, boards, management, and everything that kind of fits together, the politics and the people, is by experiencing it yourself.

You can't just walk into the CFO's office, pass over a document and expect it to be approved. You need to understand what that person's looking for, how you might be able to influence, you know, where that goes on their agenda, where that goes on their to-do list for a particular day. And I think that all these things are just so important, hence creating CoSec on Demand.

[00:07:53] Ralph Grayson: Super interesting. I never even heard of that. I mean, it's such an obvious service. So, Oliver Cummings, some listeners will know, has a podcast at Nurole and he's talking more and more about the role of a popup board, ie put together subspecialists. So, so this is beyond just a fractional company secretary. This is situational, transaction, relationship driven.

[00:08:13] Erika Eliasson-Norris: Yes, absolutely. So yeah, we will come in with whatever is needed. Some clients want us to come in and support with their board meetings. Some people want us to just help if there's kind of overloaded team, not quite enough to be able to hire. Perhaps they're have a hiring freeze and therefore they can get somebody in that absolutely can hit the ground running.

I've had too much experience in my past of hiring people in and they're not quite where you would expect them to be. You almost have to train them to get up to speed. But the people that we have in our team have a minimum of 10 years experience in-house. So therefore they can come in at whatever level that is and really hit the ground running.

[00:08:49] Ralph Grayson: So typical events that might trigger the need for additional expertise. I mean, you talk in the book around AGMs, M&A deals, what were the typical events that a Chair might be thinking, gosh, I ought to reach out?

[00:09:04] Erika Eliasson-Norris: Well obviously the things that you've just mentioned, additionally, people may have a company secretary in already, and that company secretary either may be leaving and then sometimes there's a gap and sometimes it can be helpful to have somebody in that isn't necessarily the more junior person stepping up because that can lead to some negativity, let's say. If they don't succeed into that particular role and then they are demoted, essentially, again. They get a little taste of it and then they don't have it anymore. Or kind of classic maternity, paternity, illness,we can literally, as quick as our clients can sign and agree our kind of contractual terms, then we can get somebody in.

[00:09:44] Ralph Grayson: And these are all external consultants then? So if there's a company secretary listening to this who's thinking about doing something differently, they could, I'll give you contact details at the end. We'll share those. But, people should connect with you if they think they've got some expertise to offer.

So look, let's get into governance and the company secretary role in a bit more detail. So, governance, I was going to say, is often misunderstood. I think it's always misunderstood, in my experience. It's certainly hidden from view. But it should be, as you say in the book, the beating heart of effective organisations.

So chartered secretaries, governance professionals per se, I think quietly steer the ship and I think you said they're a little bit in the shadows. But they need to be asking the hard questions. They need to be holding the red lines and essentially keeping companies safe. Let's start at the beginning.

How has the role changed? How has the boardroom changed indeed, over your time involved in this function? Should we start with Cadbury when we all first tried to professionalize this?

[00:10:48] Erika Eliasson-Norris: Indeed. So yes, Cadbury, 1992, was the dawn of corporate governance in the UK and every other country has taken elements of that and at least seen the UK as the founding father of corporate governance. So it's absolutely a great place to start.

I think over the course of time there's been an increased focus, as everyone will be feeling of regulation, but also of transparency and accountability, and I think that growing need and desire within corporate governance to be able to provide the guardrails for an organisation has just grown phenomenally,I think that we've moved, and continue to move, away from a box ticking approach to corporate governance and I think that culture, behaviours, and kind of ESG integration, all kind of form part of that governance world, and they're all elements that are growing in interest I think over the course of time.

We've obviously always had some questions over diversity and voices in the room and cognitive diversity as a thing that I would kind of pull out more than anything else. I think it's so important not just that everybody looks different. I think that their opinions and their perspectives are from different walks of life and they are different experiences so that they can share the different kind of risks, opportunities, et cetera, that may well come along. But I think that we've still got a long way to go before we get to kind of true inclusion and that still remains a challenge.

[00:12:19] Ralph Grayson: Why is it still the invisible career which we've touched on? Why is it so misunderstood? You've been a massive advocate for the function through the book and more publicly, some of your LinkedIn posts. So I would encourage everybody to peruse. Why is it still necessary to be repeating the drum of why this role is so important?

[00:12:37] Erika Eliasson-Norris: There are a number of different reasons. I think that some organisations probably feel that they are forced into accepting what governance is and what it looks like. They have regulations, requirements, et cetera, and as much as they don't like them they just suck them up. There are others that embrace it. You see that kind of in some of the larger organisations, even in the States, for instance, like Patagonia. They are known for being very good at that sort of thing, Unilever, et cetera. But I think over the course of time, there's been a shift, I think, in understanding of where corporate scandals also start and I personally believe that the root cause of any kind of corporate collapse, corporate scandal, is in the corporate governance of the organisation. Maybe not the specifics around, I don't know, a particular policy fell by the wayside and wasn't updated, therefore, the whole thing collapsed. That's highly unlikely.

But if the board of the people that are supposed to be making the decisions and corporate governance is decision making and how that process works and the structures around it to make sure that those decisions are made correctly and fairly within an organisation, then arguably, if those fall apart, then the whole organisation falls apart.

[00:13:52] Ralph Grayson: I'm going to be at risk now of everybody who's a lawyer turning off immediately. But I spend a lot of time in the boardroom and sometimes the company secretary is also the general counsel, sometimes they're not. This is my pointy stick. Lawyers, perhaps are better known for their attention to detail rather than their EQ, their ability to understand board behaviour, their ability to understand governance in its broadest sense and how the board is many other things than just regulation. Why do we still have these dual roles? Sometimes there's one, sometimes there's two, and how does that perhaps go to the heart of how a company secretary adds real value in the boardroom?

[00:14:37] Erika Eliasson-Norris: Yeah, so there's been a change over the course of time with regards to combining the roles, separating the roles, and it seems to be a constant backwards and forwards between the two. I've heard a number of company secretaries recently say that their roles are now being merged with the GC role and as much as if that general counsel has the skillset to be able to undertake the governance work, I think that's absolutely perfectly fine. Although arguably holding two roles that are equally as important and have equally the same amount of pressure, I would say may be too much for one person to do very well.

I would say that governance is something that has a very different skillset and the kind of board dynamics and being, as you say, the kind of EQ being in the boardroom and being able to work out what needs to happen and why things are happening. But also not be that person with the answer. Be that person with perhaps some more questions to ask, or making sure that the right people are brought into the room is a very different skillset to somebody that can look at the law books and say, actually, we think on the balance of it, we should be opting for X or Y course of action.

Whereas with governance, it's pretty much all gray. There are guardrails, there are comply or explain if you are required to comply with the UK corporate governance code and it's a matter of interpretation. You don't have to do any of it. But you have to be able to explain to your stakeholders, your shareholders, your owners, investors, why you took that particular course of action.

That can be a very different approach to being able to say, well, the law says whatever it says, and therefore we are going to adopt whatever that particular approach is.

[00:16:28] Ralph Grayson: I love that expression of you are part of the gray. Things aren't black and white. How should board members, perhaps if they're new to the boardroom or they're still aspiring board members, how should they use the company secretary to best effect?

[00:16:45] Erika Eliasson-Norris: I think that it's like a double-edged approach, I think. Both the board members themselves need to understand and appreciate what governance is and I think the book really helps to lift the lid on the variety of different things that a company secretary would ordinarily be involved in. This could be one company secretary's kind of story, essentially. I pulled out various different elements, so I did repeat across various different chapters. But there was such a level of consistency across it. When you have a company secretary and I think it's about listening to what they have to say and giving them an opportunity. I know myself, I've been sat in boardrooms with a variety of things to kind of say, and there's a lesson to be learned for sure on keeping things short and succinct and relevant to the audience that you're speaking to. But also there have been times where you are cut short. For no apparent reason other than the fact that it just feels like you've probably had enough air time now and we should just move on. Whereas actually there could be some important things that you really want to say. That really should be part of the conversations in the board meeting. So I think there's that element of it, of directors understanding the value. There are obviously people in every profession that are good at what they do and some that are less good at what they do. The book I think helps illustrate what good looks like and what you should be expecting from somebody. Which is a very high kind of standard of advisory and support and governance interpretation as opposed to just saying what the facts are. I also think that company secretaries, though, on the other hand, need to be able to articulate what it is that they do and the value that they bring. And I think that there are a number of company secretaries that I've come across in my career that if you'd ask them to explain or kind of sit there and talk to their boss about what it is they do, the justification for maintaining their role if there was a redundancy situation, there were a number of company secretaries I know that would not have any idea what to say. They don't understand what they're really contributing. They come in and they just follow through the motions of what kind of happens, well I'm here just helping out with the board meeting, I'm here just writing the minutes. I'm here doing this, I'm here doing that. But as soon as you start putting the glasses on essentially, and seeing in stark contrast what happens in corporate scandals, for instance, when things start going wrong. Generally speaking, it's all the things that the company secretary has touched, will be the start of where all the problems were there. If you are good at your role, you have such a fantastic broad view over the whole of the organisation from the person that kind of maybe delivers the post right through to the EAs that support various different management and directors and all the people that are outside the organisation as well. And so you can probably see with far better line of sight because you are not the one having to make the decisions, what it all looks like, and where some of the pressure points might be. Bringing those insights and being heard when you bring those insights, I think is so important.

[00:20:04] Ralph Grayson: So let's just examine the board meeting as a piece of theatre then. So how should the board member get the best out of the company secretary in a proactive sense, rather than reactive, if you like? So let's bring that to life a bit. Every board member complains about the size of the board pack, the efficiency of the process.How do company secretaries make sure attention is spent wisely and not wasted on the noise in the room and how should our listeners on boards know when and how to go to the company secretary to maximize that efficiency? I guess that's more of a chair issue probably.

[00:20:44] Erika Eliasson-Norris: It is more of a chair issue if you're talking about the papers. Although arguably the CEO has probably seen all of the papers before they go to the board, therefore, they're also part of the process. I think that there's so much information that goes to boards now. We spend more time as a organisation, as Beyond Governance, cutting board pack size and kind of going in and working out what that looks like.

We've been into all kinds of different sectors. Sectors that we haven't worked in, and I think this is the skill of the company secretary is about being able to rationalize that information down to the level that allows a director to appreciate what it is that they are asking, what questions are they actually expected to answer, what information do they have in front of them, and how can they use that information to balance the risks and opportunities. And also by whatever decision they are asked to take, what decision or opportunity are they losing out on as a result? Because it's rare that by making one decision, you have the opportunity still for other things to happen in the future.

If you've got allocation of capex for instance, and they're agreeing, whatever that might be, there's going to be other things that are not now going to be feasible as a result of having made that particular decision. The same as any decision that gets made in the boardroom. It has impact and ramifications and it's for the company secretary to be able to assess those papers, not necessarily know the answer, but be able to say, there's not enough information in here for the board, despite the fact that it's hundreds of pages long. Still not enough information for them to be able to actually know what it is they're being asked and the implications of what that might mean for their organisation. So it's as much making it succinct sometimes as it is expanding it out on other times.

[00:22:36] Ralph Grayson: You've got a great expression. I want to come back to AI in a minute specifically as how that might improveor detract from the efficiency of the boardroom. But you've got a brilliant expression you call the secretary, company secretary, not a scribe, but an editor off focus. Seeing the right signals rather than just hearing the noise in the room.

So what does good reporting look like to you and how should the company secretary best affect that?

[00:23:05] Erika Eliasson-Norris: Yeah, so I think that good reporting, it links data to strategy and risk. It's not just about operations and it highlights what matters most for those key decisions that the board are going to be asked to make. It's important, I think, for the framing of information so that directors can focus on the impact and not just on the detail of what's in there.

I also think that there are a number of different ways that board packs can be put together.But I think the one that I've seen work the best is where you have appendices of additional information that is relevant, not just a collation of everything somebody couldn't be bothered to work out whether they'd include or not include in the board pack. But additional kind of deep dive information that can be there for particular non-exec directors that may have less knowledge of certain areas than others. Perhaps they've been around longer. Perhaps they've seen some of these things happen before. Perhaps they sit on committees that mean that they already have exposure to certain things. But I think it's important for, again, as I say, the company secretary can really bring that laser sharp view on what is it that they understand.

They may have been in those committees as well, but they will also see the gaps of, okay, how do we get from A to B to C when somebody wasn't involved in B? How do we bridge that gap so that when they come into that room, we don't spend half an hour, or longer, trying to get them up to speed with all of the previous discussions.

Likewise, you don't necessarily want to have a pre-meeting to be able to get them up to speed and again, have the same people in the room, which is essentially like a mini board meeting just without perhaps some minutes and an agenda. So it's balancing all these things. But I think having the ability to be able to see clearly and understand what it is that people know, and what they don't know, and where their gaps might be, I think that can be really, really helpful.

[00:25:01] Ralph Grayson: That segues us brilliantly back into the book and there's some great stories in there. Do you want to maybe just pick a couple of examples out?

[00:25:09] Erika Eliasson-Norris: Yeah, of course. There are a number of different stories that kind of spring to mind. I think, one of the ones that was quite interesting was we had a discussion, me and the company secretary, about a time when they had a phone call from the local retailer that was part of their group. They were a retail group and this particular retailer was a little bit nervous. They rang up and said, we've got a bit of a problem. We haven't followed process, but we've got some challenges as a result of it. That particular challenge was the fact that, two weeks prior, a lady had parked her car in the car park. They didn't know who this was. They didn't have CCTV cameras. But they had decided, in their infinite wisdom, two weeks later to take the car to be crushed. They didn't follow process. They were supposed to contact the DVLA and put signs on the vehicle and all these other sorts of things. Contact the police and see if it was a missing vehicle, all this sort of thing. But they hadn't done so.

So they just picked up the vehicle, got it towed away, and it got crushed. Two weeks on, and this particular lady who had had a heart attack in the store, she came out of hospital, and came back to try and find her lovely little old car that she had had for the last 20 odd years and found that actually it had been crushed.

She was obviously quite upset at the whole process, and needless to say, it costs the retailer a brand new car. Which is obviously not something that you would really want to be having to deal with. But again, it kind of shows the breadth of the sort of thing that company secretaries have to deal with on a kind of day to day basis.

I think there's kaleidoscope of stories you've got in there, and that's a good example. Just goes to the breadth and the depths and the varied nature of being a company secretary. I mean, we probably better not get into stories of strippers at AGMs and the unique role of helicopters in the middle of M&A deals. But if anybody is intrigued by those two references, I would encourage you to read the book.

[00:27:18] Ralph Grayson: One of the things I loved in the book were the sections you've got titled "Leadership Lessons". There's a couple of quotes I'd love to throw out and just get your perspective and your comments on. So we talk a lot in the boardroom at the moment about resilience. So the first leadership lesson I would like to reference is Resilience isn't about heroics, it's about staying grounded when things get tough".

[00:27:44] Erika Eliasson-Norris: Those leadership lessons are my take on what somebody could learn from this. Whether they are a leader of any kind of background, a director, a company secretary, or maybe even just management. I've had people they kind of say, actually this is really helpful because this is what I experience.But I think with that particular leadership lesson and with resilience, I think that governance leaders in particular are often in situations where they have to bring calm to crises and not just add noise.

So they need to be able to be succinct in what they say. They need to be calm in their approach to things. They often have nothing to do with the decision making that takes place. But they do have to be there to support those people to make sure that they, in a time of high stress, get what they need. Which means that you absolutely need to be able to deal with whatever it might throw at you, whatever the organisation might throw at you, and I think that the true resilience is being consistent under pressure and not overdramatizing things. The book is definitely much more of a dramatization of kind of the situations that we find ourselves in. It's like somebody's 20 year career synthesized into a chapter of a book. So obviously it reads very sensationalized, but they are true to life stories of somebody's entire career.

[00:29:09] Ralph Grayson: So one of the highest profile events we've had is the Post Office Horizon Inquiry and you've served on that panel. Without getting to the specifics of that, why do you think we still see so many scandals and who's dropping the ball here?

And just going back to one of your leadership lessons, you say "Corporate failure rarely stems from one dramatic event. It's the result of small oversights, unchecked risks and poor decisions left unchallenged." What do you mean by that?

[00:29:45] Erika Eliasson-Norris: I think that failure comes from culture that undermines the structures that are in place. So I think governance can put beautiful structures in place that just don't function well. They may be textbook, with regards to what exactly should happen, but they are just not right for that particular organisation and that is where things start coming unraveled. Because either people don't want to comply because they feel that it's just not right for that organisation. Therefore, they just put that particular approach, policy, framework, whatever it is, to one side and say, actually I'm not going to follow whatever the delegate authorities this time round. I'm going to make a decision that should really have someone else's approval, but don't worry about that because I think that this is the best thing for the organisation. I have to make it under pressure and I have to do it quickly, and therefore that kind of unpacks itself. I also think that group think can be a massive problem on boards and across management teams. I think it depends what the culture is like in those particular environments as to how comfortable people feel to raise problems to, you know, speak truth to power. I think it's something that the company secretary has to do every single day of their existence. But not everyone else does and not everyone else has access to those senior people. So I think that is something else that can lead to scandal. Complacency and kind of misalignment of incentives can also fuel that same thing.

When I look at governance, I do look at it in the kind of broader context of being not just frameworks and policies, but it's the way that we try and control people. So it is their remuneration kind of framework. If we incentivize people in a certain way, we will drive a certain behavior. What's the impact of that? What's the outcome of that? If we are very risk averse, what impact is that going to have on the decision making that takes place across the organisation? And how comfortable are other people going to be able to break whatever that risk tolerance is? And also kind of succession planning. So if you hire people that look just like the people that are already there, are you going to get fresh ideas and innovation and different ways of thinking? Because I think that any organisation is a kind of spider's web of different types of people and I think that being able to have that allows you to spot the intentional or unintentional error and call people out. If you have an organisation that is very open and people are allowed to be open and honest about where things are going wrong. Often it's the people on the shop floor, it's the people in the manufacturing site that see all the problems and sometimes I found, in my own experience, walking around manufacturing sites when I was working as a group company secretary. You find all sorts of things out that you otherwise just wouldn't because someone just asked the question.

[00:32:57] Ralph Grayson: So people and process I think are the two things you are touching on there.

So I had a fascinating conversation with the chair over the weekend and so the elephants in the room, which is a theme we've been talking about on a lot of recent podcasts here, AI as the black box in the room, as he called it.If I summarize him correctly, he said, "AI can summarize, but it can't deploy judgment." Which I thought was a fascinating insight as a difference between the human and the box in the boardroom.

And something I'm hearing board members talk about a lot is, as they think about AI in the boardroom, whether that is going to add to diversity or whether it is going to encourage group think because people are just going to agree with whatever the black box tells them. What's your take on how AI is being deployed for good and for bad?

[00:33:51] Erika Eliasson-Norris: I think that AI has the ability to make boards and organisations more efficient, faster data analysis, predictive insights. But as you say, there are challenges with it too. There's the embedded bias that can be in AI, lack of accountability, who's actually responsible if whatever it is that it spits out is not actually correct, and an over reliance, as you say, you can end up with an over reliance on the system can mean that people get sloppy. They start thinking that some something else, the AI, is just dealing with that and therefore they don't think with any sort of independent judgment. If boards want to focus in on what they can do to make this better, I think that they need a set of principles around AI. I don't think that it's a view, for me anyway, of stepping away from it. I think it's leaning in. As long as there is transparency around what it is that you're doing with AI, how you're using it, and you've thought through the process and the risks that kind of go along with it, then it's no different to having any other advisor or kind of piece of software coming in and giving you data. Just because, let's say a person tells you that something is true, does that mean that the board just take it as carte blanche and you just run with it? Generally speaking, no and it's just a matter of, I suppose, staying live to the fact that there could be other factors in there that may mean that you've got to ask a few more questions than you otherwise would do. But efficiency hopefully will mean that you have more time to be able to spend doing that.

[00:35:41] Ralph Grayson: Yeah, I think that's a really balanced perspective. It brings me onto a LinkedIn article you wrote recently called "The Agility Gap" and I think that goes to the heart of all these themes around resilience, process, people. Could you just talk a little bit more about the post, what made you write it and what your takeaways were?

[00:35:59] Erika Eliasson-Norris: I think that many, many boards are structured for caution and not adaptability and I think that agility means that decision making should be informed but timely. I think that organisations can extend processes and approaches that just don't serve the organisation. I think there are many organisations that just move too slow. There are many that move incredibly fast and don't consider what they're doing. That's obviously the other side to it. But I think that if boards are able to move to a place where their board cycles are shorter, in so far as getting papers drafted, getting papers out in front of the board, then the information they have will be more relevant. It will be, let's say, more accurate, potentially. It will be up to date.

I think that scenario planning is really important and I think that's a way that you can move faster as an organisation across every area, including the board. Being able to understand what it is that could go wrong and working out what you would do if it does and spending whatever the right amount of time is on the particular aspects of that.

I think reducing bureaucracy is a key one. I think that governance as a function and as a thing has been seen for too long as bureaucracy. It's just another box to tick. It's just another thing we have to do. But I would bring it back to the fact that governance is in every organisation. Whether you nurture it or not. It's a bit like a garden, essentially, if you allow the weeds to grow, they will just continue to grow and they will just take over everything else. If you are in there maintaining the governance of an organisation on a regular basis, you won't have the same issues and you won't have the same amount of work. And that happens when organisations scale, when you change direction, when you might go through an M&A. All these different inflection points can mean that your governance has to shift. As an organisation, scales the same thing.I run an SME and we have governance within our organisation. But it doesn't stop us doing what we want to do. It allows us to move faster because we know what those guardrails are. Everyone knows what they are, and everyone knows what they can do, and then they can just get on with it.

[00:38:31] Ralph Grayson: Fascinating so much we could unpick there, but time is really running on.

If we've piqued the interest of somebody, maybe in a way they hadn't expected to think about developing their career further in corporate governance,what pointers, what advice would you give them?

[00:38:46] Erika Eliasson-Norris: I would say that it's important to have an interest in a number of different areas. If you are there advising the board, then it's kind of legal, financial, cultural. I think that values and ethics play a massive part in making sure that you are doing the right thing and being the conscience of the company, or the organisation, that you work for.

You can get qualified within the Chartered Governance Institute UK and Ireland, if you're UK based, and I think that's a great place to start to understand the basics. There was at one point, they did say that it's the broadest qualification that you can possibly get because you have to understand how to write and decipher a balance sheet and write a set of accounts right through to being able to know you know how much stock you should have in your storeroom and how you work out what's the best thing to do, as well as cash flow. Obviously all the governance and the legal aspects as well just comes as standard. So there's so many elements. I think it's really important that somebody has that broad brush view of being kind of good at the numbers, good at being able to put themselves forward, an ethical person that kind of is values driven.

[00:39:58] Ralph Grayson: Yeah, I would add if anybody doesn't feel like doing lots more homework and exams do follow on LinkedIn, the Chartered Governance Instituteand look on their website. There is a ton of thought leadership on there. Erika, thank you for all of this, it's been fascinating. We could have talked for a lot longer.Beyond going out and buying "The Secret Diary of a Company Secretary", how do people follow you? How do people connect with you?

[00:40:21] Erika Eliasson-Norris: So I am on LinkedIn, more than happy to connect with people and have conversations. I go out and do speaker events at conferences, universities, and corporate events. So that's another way to kind of get in touch. I'm a keen advocate of governance, so I'm always kind of part of aspects of the Charter Governance Institute and the various different events that they hold.

[00:40:44] Ralph Grayson: Brilliant. Any plans to write another book?

[00:40:46] Erika Eliasson-Norris: Yes, indeed. Maybe my stories of for how I, in 10 years, got from being a trainee company secretary, straight out of university through to being a FTSE 250 Group company secretary and Head of Legal is probably something that I should write down at some point.

[00:41:03] Ralph Grayson: Watch this space, everybody, or listen to this space perhaps if you can do that. Anyway, in the meantime, Erika, thank you so much for your time.

[00:41:09] Erika Eliasson-Norris: Thank you very much.

[00:41:11] Ralph Grayson: I hope that you've enjoyed listening to this podcast and have found it helpful when thinking about how to approach your own path to the boardroom. If you would like to push this a little bit further, Sainty Hird runs a bespoke one to one Programmeme designed specifically to this end. For more information, please visit our website, saintyhird.com, follow us on LinkedIn, and subscribe to the Boardroom Path to receive new episodes. Thank you for listening.