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4 Tips to Recruit a Great Board Secretary

Starting the recruitment process for a board secretary? Or perhaps you’ve tried and failed to attract a good candidate? Whether you’ve created a new role in a quest to tighten up your governance processes and structures, or you’re replacing an outgoing employee, consider the following tips:

Respect the Role

Remunerate accordingly. It’s a mentally dynamic role and in large-scale organisations the role often sits at the C-Suite level. While your organisation may not be operating at this level, it should still be considered a key position, and remunerated above EA and PA roles.

With a higher pay scale comes increased responsibility and role ownership – take advantage of this and communicate that the successful candidate should suggest ways of improving processes and challenge thinking to add value.

Convey your vision of the role as an integral part of your organisation. A board secretary provides vital duties and responsibilities and helps to ensure the board are compliant with relevant legislation.

Create a Winning PD

Design your perfect role on paper but be flexible. It’s rare you’ll find a candidate that ticks all the boxes. Identify your non-negotiable skills, knowledge, and person attributes that are going to set this person up for success in your organisational environment, but remember many skills can be learnt. Consider the following as core requirements:

• Soft skills – while most skills can be learnt, EQ is harder to develop. Ideally, the candidate should be easy-going yet assertive. They need to uphold the principles of good governance, while often dealing with forthright and dominant personalities, as well as ‘robust’ discussions at the board table.

• Cultural fit – the best candidate should easily identify with the organisation’s key values and be genuine in their desire to contribute to its mission.

• Structured and organised approach – they need to be detail-oriented and systematic thinkers. Juggling multiple recurring deadlines is a key component of the role.

• See the bigger picture – a board secretary needs to switch quickly from micro- to macro-level thinking. For example, when taking minutes, they must identify key points from lengthy and sometimes adversarial discussions.

• Discretion – they will be party to highly confidential information and must be trusted by the board and management to maintain high standards of professional ethics at all times.

• Writing skills – the role revolves around accurate documentation. They don’t need to be the next great novelist, but they do need to write clearly, concisely, and accurately.

Be a Smart Interviewer

Maximise the interview time to your benefit, and ask intelligent questions, while also assessing the candidate’s communication style and general demeanour. Alongside general interview questions (including those aligned with behavioural interviewing strategies) assess their technical and organisation/industry knowledge, with pertinent questions such as:

• What is a conflict of interest? How should these be managed?

• What is a “major transaction” under the Companies Act 1993? What is the process to approve and correctly record one? *

• Who do you think would be the key stakeholders of our organisation? Bonus points if they identify a broad range of stakeholders, including – investors, employees, customers and suppliers.

• What do you know about the organisation and/or the sector? What do you perceive as its biggest challenges right now? Their answer indicates whether they’ve done their due diligence. It’s also encouraging if they ask intelligent questions about the role, organisation and/or sector.

• Can you tell me about a time when you felt it was necessary to challenge someone on their position or opinion, and how you did so respectfully?

• What types of organisations and industries have you worked with as a minute-taker? Can you describe the style/s you are familiar with?

• Can you articulate the function of minutes? They should know that minutes are not just for recording actions and decisions but also capturing the context in which decisions were made and key points in the discussions.

• What emerging governance trends should an organisation like ours be considering?

Remember this is a mutual dialogue. A good candidate will need to be persuaded you are the right organisation for them – this is more relevant than ever in this current skills shortage. In the same vein, clearly set expectations of the role. For example, the level of work will likely fluctuate along with the board meeting and sub-committee cycle.

Outsource

• Using psychometric assessments for preferred candidates can save a lot of time and money in the long run. These can be particularly helpful if you are new to recruiting and/or need extra assurance. Generally, a board secretary should be tested on verbal reasoning, logical reasoning, and personality. We recommend and have worked with organisational psychologists LifeWork – lifework.group

• If the process is becoming overwhelming or difficult, consider using a recruitment agency who knows how to recruit for governance positions.  We recommend LifeWork, or Sheffield Search- sheffield.co.nz

• A contracted part-time position may suit your organisation at this stage. Independent Governance Services provides a customised outsourced Board Secretarial service and can provide support on a short-term, long-term or ad-hoc basis. We work with all organisation types and sizes and tailor our approach to meet your needs. To discuss, email Jo Kelly at jo@igs.nz

* Answer: In short, a Major Transaction is any acquisition or disposal or other transaction relating to assets or liabilities, the value of which is more than half the value of the company’s assets. A Major Transaction (s. 129 Companies Act) can only be entered into by a Company (Director/s) after approval of a Special Shareholder’s resolution, requiring a 75% majority. A Shareholder’s resolution needs to be signed to this effect. (Bonus points if they get this one right)!

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