The role of a Company Secretarial Manager (Cosec) is a necessary role across many different industries, ensuring that a company is abiding by the relevant rules and regulations which relate to the entity it's appointed to, considering risk, governance, listing requirements and advising the board of directors in these various areas. But how does the role translate in the world of financial services?
Amy McMullan has responsibility for leading our company secretarial operations in Ireland across our Dublin and Belfast offices whilst providing assistance to the Guernsey and London offerings. She recently spoke to Finance Dublin to reveal the truly diverse nature of the Cosec's role by detailing a day in her life working for Ocorian.*
*This article first appeared in the August 2020 edition of Finance Dublin.
5.45am: The usual Monday – Friday alarm clock, despite the commute to the office downstairs now being 1.5 minutes compared to the usual 1.5 hour drive, it has been important to keep to a familiar routine and has provided an additional three hours to my day to put to good use – thank you COVID-19! Not a phrase that is bounced around too often these days! After a quick glance at emails to ensure nothing urgent has cropped up, particularly any stock exchange announcements have arrived in overnight, I pull on my gym clothes, left out from the night before, stick my earphones in and get out for a quick walk/run - which of these very much depends on how energetic I’m feeling! This provides an opportunity to get a fresh start to the day whilst catching up on the morning headlines and preparing the to-do list for the day ahead.
7.30am: I'm lucky to have a husband who is just leaving for the day and has the coffee ready. I'm now ready to get started for the day. The first hour is usually spent catching up on emails, having clients based in the US private equity and the credit space along with those in the Asian property market usually leads to a pretty hefty inbox first thing in the morning. There are various queries regarding Annual General Meeting preparation including the potential of a fully virtual meeting, given Covid-19 restrictions this has been a particularly more onerous task than the year before. There are already other items flooding my inbox, including a notification that one of our renewables clients, an Irish domiciled PLC, is about to close on an acquisition and therefore a stock exchange announcement will likely be required by market close. I quickly get the draft in circulation as I'll need sign-off from PR advisers, brokers, NOMAD and compliance whilst also arranging a Disclosure & Communications Committee for later in the day.
9:00am: All of my teams are now all online and it’s time to start the usual morning catch-ups. I’ve made it a priority whilst we have all been working remotely to ensure that we are still always connected and that no one is left feeling unsupported – as they say “team work makes the dream work”! Dublin catch-up first; the usual chit-chat to start with. The team are closing on a listed CLO transaction today so signing logistics are discussed given the convoluted process as the signatories are in different locations and various wet-ink signatures are still required. Timing is crucial for admission, so it’s important that we have a tight process in place. We’re also in the process of onboarding some new business in relation to the CRD IV Reporting Requirements in assisting our client with the filing obligations associated under the Credit Reporting Act 2013. The Central Bank of Ireland reporting dates are soon so conversation is also focused on what is outstanding from our perspective and the closing actions required.
9.30am: Now turning to the UK team and having topped up my coffee, we head straight to business, as most of us in the funds company secretarial world usually have a day of meetings ahead of us. We briefly touch on everyone’s agenda for the day including attendance at various client scheduled and adhoc meetings, which board packs are due to be released and other general queries which need to be responded to today. The topic of conversation turns to externally facilitated board evaluations, which has been a hot topic of conversation over the course of the last year, across our listed client base. Covid-19 has turned many things on its head, with external evaluations not having been missed out. A couple of our clients are due to start external evaluations and questions have arisen as to whether this is advisable or in fact achievable whilst physical board meetings are at least, for now, impossible. We as a team discussed the pros and cons of continuing with the process, concurring that in actual fact it was entirely possible to conduct an evaluation, with evaluators able to join virtual meetings and conduct interviews with the board, Cosec and investment manager using the same technology. Whilst physical meetings are obviously preferable in these circumstances, you’ll find that people are actually much more relaxed and open in conversation and it provides the perfect opportunity to discover and evaluate the flexibility and self-awareness of all parties involved in the most difficult of circumstances, which in turn, should lead to the desired outcome – good recommendations for all to utilise and improve upon!
9:50am: I open up the virtual boardroom ahead of a FTSE 250 listed infrastructure investment fund board meeting starting at 10.00 am. The chair and I quickly catch up on logistics and the agenda spanning the next three hours.
10:05am: All of the board members, representatives from the investment manager and Ocorian have now joined. Virtual board meetings have done away with the pre-board meeting natter so the chair turns to the agenda immediately, with much of the focus around the impact of Covid-19 on the various assets and government policy along with a specific section dedicated to the Environmental, Social and Governance (ESG) plans in the short, medium and long-term for the company. In recognition on the benefits to a company’s resilience, adaptability, long-term sustainability and capacity for growth and as the trend towards ethical investment continues ESG is high on the agenda. Various potential strategies were discussed in depth but initially a specific ESG policy is to be drafted, consideration is to be given to a designated ESG sponsor from the board and a memo is to be circulated outlining the various additional standards which the company and its advisers can adopt including the UK Stewardship Code. A deadline to have these documents and considerations of four weeks is set, when the board will reconvene to hold a specific session on ESG whilst providing another opportunity to discuss the impact of COVD-19 on performance and the wider implication of funding and working capital.
1:15pm: After a quick fifteen minutes for lunch which typically involves scanning over emails which have come in during the morning, I give the Belfast Managing Director, Gerry Warwick, a quick Zoom call to catch up on operational items as we look to continue further integrating the business post the February 2020 merger of Estera and Ocorian. This has given us an enhanced offering with specialist teams in key international jurisdictions, providing a full range of corporate and fiduciary services, fund administration and capital markets. Walking away from the call with a few actions, I quickly slot in a call with our London office to discuss their current company secretarial offering and how we can further assist each other.
I send a note to speak with the Ulster University in terms of extending our link regarding the recruitment of their highly talented Company Secretarial graduates who have completed the MSc in Management and Corporate Governance – I’m biased given our entire team are all graduates from recent years! Plus, I need to speak with our Dublin MD, Padraic Doherty, to work on our cross-border service offering. The enhanced cooperation between offices is bringing plentiful opportunities and is proving to be an exciting time for the business!
2.00pm: On to the next meeting of the day, our usual weekly catch-up with one of our UK Listed clients, which provide alternative forms of credit to an underlying portfolio of assets invested in the oil and gas industry. This provides an opportunity for us to discuss any ongoing items or particular actions which have arisen during the week which are better dealt with via a call and serves as an excellent touch point with the client. Much of the call is spent discussing share buybacks. Due to the recent market volatility as a result of Covid-19, the share price versus net asset value of the fund has widened and it is thought that both from a financial ratio and returns perspective, a share buyback programme may be a good option. The investment manager asks us to both engage with the broker and lawyers regarding a draft Letter of Engagement and to arrange a meeting for next week with the board in order to present the recommendation. Another meeting in the diary!
2.30pm: A bit of time now to review emails, provide my comments on some agendas for the team ahead of forthcoming board meetings and I start some work on the slides required for the Director Responsibilities & Corporate Governance training session we have planned for an Irish PLC next week.
4:30pm: The UK Company Secretarial team usually meets with our Guernsey team once a week. This facilitates a dialogue on current hot regulatory and governance topics and provides an opportunity for the team to share workload and advise on expected forthcoming bottlenecks. It keeps us efficient and ensures a knowledge share across the team. This week we’re discussing the alternatives investment funds (AIF) space and what opportunities this might continue to present for us. As investors wish to add broader diversification to their portfolio, enhance their returns and increase their income levels, it seems that AIFs can typically provide that solution. We already provide a full scope services (Cosec, admin and accounting) to AIFs across private equity, property, renewables, infrastructure to name a few sectors. However, it is too important for us to recognise future trends, technology and digital infrastructure being two areas post-Covid-19 which we expect to come to fruition. I agree to speak to the marketing and sales teams to determine possible next steps. We wish each other a good evening and remind everyone that if they need any assistance to always shout!
5:30pm: Asnoted earlier in the day, an Irish PLC which we look after is closing on an acquisition. We hold the Disclosure & Communications Committee and review the requisite stock exchange RNS announcement. The Chairman has a couple of small changes to his quote to be included in the release which we run past the lawyers and brokers who have now also signed-off. As I’m running out the door, I send the final announcement to the team and ask them to prepare the release for 7.00am tomorrow morning and confirm that I will review when I return to my desk later in the evening.
6:15pm: For my sins I am an avid GAA player, coach, committee member and supporter. It is often my escape from the working world and I would not have it any other way. This evening is particularly busy as I coach my under 14 camogie team before my own training. Sanitised and ready to go, we get started and I leave the pitch at 8.45pm after clocking up an additional 10k steps for the day.
9.00pm: Home and back to my earlier statement on being lucky to have the husband I do, dinner is on the table. Shortly afterwards, back to my desk, I review the RNS announcement which the team have prepared and sign-off with my approval and notify the client that everything has been prepared. I use the next hour to close off any outstanding queries and review my diary for the following day. I live by the motto, “Fail to prepare or prepare to fail” and as anyone who works with me knows, my calendar is always prepared - colour coded and all!
10:30pm: The day is done. What I should say is that none of this would be possible without the amazing people in my life, whether that is at home or at work, they make everything I do possible and I will always be grateful for that.
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