The world has turned on its axis since Coronavirus erupted onto the scene, with hundreds of thousands of deaths across the globe and global economies severely hit by the impact of the pandemic. In Ghana, there have been about 200 deaths from COVID-19 and about 40,000 confirmed cases, with the economic impact of COVID-19 expected to reduce Ghana’s estimated GDP growth this year from a target of 6.8% to about 0.9%.
In the midst of all this chaos, company secretaries have battled to help companies remain afloat, advising directors on governance – the system that enables management and the board to deal more effectively with the challenges of running an organisation. Most corporate bodies are either working from home or working on rotational basis in the office in order to prevent overcrowding, but that hasn’t stopped the need for company secretaries to retain a finger on the pulse as the primary person responsible for ensuring that companies meet their legal obligations and regulatory requirements.
Fulfilling a crucial role at the top of an organisation, providing advice and wise counsel to shareholders and directors, rarely has a company secretary’s expertise been in as much demand as it has since the start of the pandemic. As valued strategic advisers with in-depth knowledge of law, taxation, finance and management, they have performed a vital role ensuring that companies are aware of any changes to regulation, such as the deadline for filing annual returns being extended from 31 July 2020 to 31 December 2020 in respect of the 2019/2020 financial year.
Similarly, they are the people who have been helping companies to switch their annual general meetings from physical format to virtual format, notifying the Registrar of Companies prior to the meeting as is required.
Governance professionals have had to be innovative and find new ways of working in the governance space during the current pandemic. The switch to virtual meetings and online training has not been without its challenges due to erratic, costly data which sometimes prevents people from joining the meetings and training. Company secretaries have had to find workaround solutions and guide organisations in the adoption of new technologies or protocols.
ICSA: The Chartered Governance Institute, the international membership and qualifying body for governance professionals, the Ghana branch of which I chair, has produced guidance on good practice for virtual board and committee meetings. While written primarily for the UK market, the guidance offers useful advice about choosing the right technology and communication channel, structuring virtual meetings and avoiding complexity, the value of preparation, establishing ground rules, clear instructions on accessing the meeting and the necessity for good boardroom practices.
The guidance can be downloaded for free at www.icsa.org.uk/ virtualboardmeetings. When the new Companies Act, 2019 expanded the traditional role of the company secretary from administration to a more advisory role, no-one could have foreseen quite how much their guidance would be required in a short space of time.
The fact that the Act requires any person appointed as a secretary to have a professional qualification, such as the Chartered Governance Qualifying Programme offered by ICSA: The Chartered Governance Institute (formerly the Institute of Chartered Secretaries and Administrators – ICSA), means that companies have been able to call upon the expertise and knowledge of properly qualified governance professionals, which is of paramount importance at times of crisis and indeed in general.
With many companies having to react to the crisis on an almost daily basis, certainly at the beginning of the pandemic, company secretaries have been particularly busy, compiling papers for board meetings, attending and minuting meetings, preparing and submitting stock market announcements and notifying the Registrar of Companies and other relevant regulatory bodies on company changes such as share capital increases/decreases, director appointments or resignations and dissolutions or liquidations. Making sure that the board and the company as a whole adheres to the highest legal governance standards is a busy job at the best of times, but during a pandemic being busy has taken on a whole new meaning.
Working with different stakeholders and for different departments company secretaries see the length and breadth of everything that is going on in the organisation and, as the eyes, ears and conscience of an organisation, they are privy to some of the most important decisions made within an organisation. With everything that Coronavirus has thrown into the mix, no wonder there has been such a pressing demand for high-quality company secretaries to help steady the ship.
By George Coleman, Chair of ICSA: The Chartered Governance Institute’s Ghana Branch and Manager at PwC