Company Secretary Role Case Study – FTSE Small Cap
Background
Our client, a FTSE Small Cap packaging solutions provider with global operations, instructed Florit Legal exclusively to fulfil the requirements for its company secretary role, following the forthcoming retirement of the incumbent individual. The business had undergone significant transformation over the previous four years, including several strategic acquisitions in Asia and the Americas that had expanded its international footprint.
The board sought to enhance the company’s corporate governance framework to reflect their increased complexity and scale. This created an opportunity to upgrade the role beyond traditional company secretarial duties to encompass a broader remit, including legal, governance and regulatory compliance, more generally.
Challenge
Three distinct challenges emerged during our initial consultations with the CEO and Chair:
First, the role demanded someone who could modernise the governance framework while maintaining the agility needed in a smaller listed company. Second, the candidate needed to possess both technical expertise and commercial acumen to maintain the good level of support for ongoing M&A activity. Finally, the regional location meant a potentially smaller pool of candidates. The ideal candidate would also need to combine FTSE-listed corporate governance experience with practical knowledge of international business operations.
Solution
Following detailed discussions with board members, to fully understand their vision for the role, we implemented a focused search strategy targeting three distinct candidate pools: existing FTSE All Share deputy company secretaries ready for a step up, company secretaries in larger private companies but with some PLC experience in the past; and qualified lawyers with both corporate and governance expertise gained from regularly acting for large publicly listed enterprises.
Our research identified c80 potential candidates, from which we conducted successful preliminary interviews. A shortlist of six candidates proceeded to first and second interviews with board members and final approval from the Chair. The successful appointee came from a FTSE 250 manufacturing business. There, they had served in a Deputy Company Secretary position having commenced their career as a corporate lawyer.
The appointee presented the ideal combination of listed company experience and practical commercial awareness. Within months of starting, they had implemented a new board evaluation process, strengthened the group’s subsidiary governance framework, and enhanced the quality of board information – achievements specifically commended by the Chairman.
