CSS Salary Survey & Market Report 2012
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Introduction CSS 2012 CSS Salary Survey & Market Report 2012 It’s not all about the money. This is a mantra that Company Secretaries have always abided by, to ensure that integrity also counts in the boardroom. Now, with the ever-increasing emphasis on corporate governance it’s clear that many have seen their workload and responsibilities rise significantly faster than their remuneration. Crucially, however, this regulatory focus has also presented the opportunity for the profession to acquire increasing influence and profile across the senior executive, the board and into the wider business community. Whilst in no way detracting from the core corporate administration aspects of the discipline, it’s afforded Company Secretaries the opportunity to play an active role as corporate governance experts, in driving forward commercial advantage. The profession is uniquely positioned to integrate the tangible, process elements and the interpretive language of business validity in an era when it’s not all about the money is becoming a much wider held belief. PRINT
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It’s here! The CSS Salary Survey & Market Report for Company Secretaries 2012Delivering not just the facts and figures, but also a comprehensive analysis of the profession in all its manifestations, and including contributions from other experts in associated fields.
Transcript of CSS Salary Survey & Market Report 2012
IntroductionCSS
2012
CSS Salary Survey & Market Report 2012
It’s not all about the money. This is a mantra that Company Secretaries have always abided by, to ensure that integrity also counts in the boardroom. Now, with the ever-increasing emphasis on corporate governance it’s clear that many have seen their workload and responsibilities rise significantly faster than their remuneration. Crucially, however, this regulatory focus has also presented the opportunity for the profession to acquire increasing influence and profile across the senior executive, the board and into the wider business community. Whilst in no way detracting from the core corporate administration aspects of the discipline, it’s afforded Company Secretaries the opportunity to play an active role as corporate governance experts, in driving forward commercial advantage. The profession is uniquely positioned to integrate the tangible, process elements and the interpretive language of business validity in an era when it’s not all about the money is becoming a much wider held belief.
FTSE 100Average Salary £000 Range £000 Average Cash Bonus %
Company Secretary £130 - £169 £100 - £300 26 - 50
Head of/Deputy Company Secretary £100 - £129 £80 - £129 26 - 50
Senior Assistant Company Secretary £70 - £79 £50 - £99 26 - 50
Assistant Company Secretary £60 - £69 £40 - £69 11 - 25
Company Secretarial Assistant £30 - £39 £20 - £49 11 - 25
Trainee Company Secretary £20 - £29 £20 - £29 <10
• Large teams: 22% >25 personnel
• Few newly-created roles
• Defined structures typically split:
- PLC board support/governance - Subsidiary management/corporate administration
and within this increasingly specialist remits
• Greater pro-active interaction across other disciplines: Legal, Tax, Treasury, Risk, Compliance and Internal Audit
• Rise in corporate profile as board level influencer
• More distinction between the Company Secretary and Head of Legal remits arising from increasing corporate governance requirements
• Greater awareness of individual ‘high potential’/c-suite capabilities
• Increasing scope for commercial/multi-disciplinary project opportunity
• Key challenge will be achieving balance between the commercial imperative and corporate governance best practice
Benefits
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Cash BonusPension
Share Options SchemeCar/Car Allowance
Private Healthcare
Study Support
Subsidised Travel
GymOther
FTSE 250Average Salary £000 Range £000 Average Cash Bonus %
Company Secretary/Legal Counsel £170 - £199 £130 - £199 26 - 50
Company Secretary £100 - £129 £80 - £199 26 - 50
Head of/Deputy Company Secretary £80 - £89 £70 - £129 26 - 50
Senior Assistant Company Secretary £50 - £59 £40 - £59 11 - 25
Assistant Company Secretary £40 - £49 £40 - £59 <10
Company Secretarial Assistant £30 - £39 £20 - £39 <10
Trainee Company Secretary £20 - £29 £20 - £29 <10
• 7% hold the dual role of Company Secretary / Head of Legal
• Department remit changes across the rankings as internal structures become more complex and the governance imperatives become greater, moving from:
- Broad operation covering non-core areas such as insurance or pensions, to - Niche governance and corporate administration specialist team
• Arguably responsibilities are greater at more junior levels in the FTSE 250 as teams are typically smaller than in the FTSE 100
• Pace of growth of teams in the FTSE 250 has been faster than in most other sectors; new appointments are predominantly at Assistant level
• Head offices are more widely located than in the FTSE 100, extending beyond London and the South East, and across the country. This can have an impact on remuneration, depending on local supply and demand. On average, longevity of service is greater the further you are from the capital and home counties
Cash BonusPension
Share Options SchemeCar/Car Allowance
Private Healthcare
Study Support
Subsidised Travel
GymOther
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Benefits
Other QuotedAverage Salary £000 Salary Range £000 Average Cash Bonus %
Company Secretary/Legal Counsel £130 - £169 £130 - £169 26 - 50
Company Secretary £100 - £129 £60 - £169 11 - 25
Deputy Company Secretary £60 - £69 £30 - £69 <10
Senior Assistant Company Secretary £50 - £59 £50 - £69 <10
Assistant Company Secretary £40 - £49 £30 - £59 <10
Company Secretarial Assistant £20 - £29 £20 - £39 <10
• Majority of Company Secretaries report into the Finance Director
• Remit comparable with FTSE 250 but 65% of teams comprise 3 people or less
• Most salaries have remained static or risen less than 5% since our 2010 analysis
• Developments in corporate governance are creating significant technical, commercial and managerial challenges
Cash BonusPension
Share Options SchemeCar/Car Allowance
Private Healthcare
Study Support
Subsidised Travel
GymOther
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
Benefits
AIMAverage Salary £000 Range £000 Average Cash Bonus %
Company Secretary £70 - £79 £60 - £130 26 - 50
Assistant Company Secretary £30 - £39 £30 - £49 11 - 25
• Most often a standalone role, reporting directly to the board or a more junior Assistant remit reporting to the Finance Director/ Legal Counsel
• Wider functional responsibility encompassing risk/compliance/ finance/HR/legal increases the remuneration level to £100-129,000; 33% in this category
• First time appointment of a dedicated in-house Company Secretary is often prompted by the prospect of an IPO or on listing
• Demand is for commercially astute, highly operationally-focused individuals with strong board and governance know-how to build infrastructure dovetailing into market-facing focus of a ‘young’ executive
• Scope for trainee/intern level hires to assist with core administrative duties and statutory compliance
Cash BonusPension
Share Options SchemeCar/Car Allowance
Private Healthcare
Study Support
Other0%
5%
10%
15%
20%
25%
30%
Benefits
Private GroupsAverage Salary £000 Salary Range £000 Average Cash Bonus %
Company Secretary/Legal Counsel £100 - £129 £80 - £129 26 - 50
Company Secretary £80 - £89 £70 - £129 11 - 25
Deputy Company Secretary £60 - £69 £50 - £69 11 - 25
Senior Assistant Company Secretary £50 - £59 £40 - £69 <10
Assistant Company Secretary £40 - £49 £40 - £59 <10
Company Secretarial Assistant £30 - £39 £20 - £49 <10
• The most diverse sector ranging from long-established family run companies to young fast-moving entities; the remuneration ranges reflect this
• Cash bonus levels vary considerably from c200% of base salary to less than 10%, irrespective of level, reflecting the diversity of type of entity from start-up to mature business
• Typical secretariat numbers between 1 and 6
Cash BonusPension
Share Options SchemeCar/Car Allowance
Private Healthcare
Study Support
Subsidised Travel
GymOther
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Benefits
Professional Firms/Consultancy PracticesAverage Salary £000 Range £000 Average Cash Bonus %
Standalone Company Secretary £50 - £59 £40 - £69 11 - 25
Company Secretary – Head of Department £70 - £79 £70 - £129 <10
Assistant Company Secretary £30 - £39 £20 - £39 <10
Trainee/Company Secretarial Assistant £20 - £29 £20 - £29 <10
• Strong correlation between remuneration and size of practice
• Larger practices offer significantly higher levels of remunerations at each grade with increasing emphasis on:
- Fee generation - Team management - Business development
• Team sizes vary from 2 to 50+
• Trend is towards ‘seamless’ international office networks to service worldwide client operations, integrated into complementary market sector or technical discipline-facing teams
• In addition to ongoing compliance support, corporates are increasingly outsourcing consultancy projects to the larger professional firms who are taking the lead on governance and specific issues such as Solvency II and restructuring initiatives
• Rise in client secondment opportunities
0%
10%
20%
30%
40%
50%
60%
Cash BonusPension
Share Options SchemeCar/Car Allowance
Private Healthcare
Study Support
Other
Benefits
Not-for-Profit• Low ‘recognised value’ of dedicated remit
• Alternative qualifications pre-dominate
• Small teams; typically <3
• Company Secretary usually reports to CEO
• Significant challenges arising from:
- Wide range of governance structures coupled with enormous variation in size and complexity of organisations - Balancing positive outcomes for service users vs good value for taxpayers who fund the services, and public interest vs accountability to government - Open, overtly-accountable approach to diversity
• Sector-specific codes:
- Good Governance Standard for Public Services - Nolan Principles
• Ahead of private sector on governance processes in many ways
Average Salary £000 Range £000 Average Cash Bonus %
Company Secretary £60 - £69 £50 - £89 <10
Deputy Company Secretary £50 - £59 £30 - £69 <10
Assistant Company Secretary £40 - £49 £20 - £59 <10
Company Secretarial Assistant £20 - £29 £20 - £29 <10
0%
10%
20%
30%
40%
50%
60%
Cash BonusPension
Car/Car Allowance
Private HealthcareStudy Support
Subsidised Travel
Other
Benefits
Interim Report• Significant market influences:
- AWR - Permanent hire budget restraints - Work/life balance
• The AWR legislation has created an emphasis on the Limited Company Contractor (LCC) model
• The commercial imperative to reduce head count and permanent staff costs in the face of increasing governance requirements has caused businesses to look to interim resourcing
• Trend is for businesses to bring in interim specialists on a project-by- project consultancy basis for scenarios including:
- Launch of new share plans/dealing with share plans on transactions - Rationalisation of group entities - Governance reviews - Due diligence pre/post mergers and acquisitions
• Company Secretaries, through desire, domestic constraints or redundancy, are increasingly receptive to interim assignments
• A rise in the number, level of seniority and ‘added value’ of interim assignments and further growth anticipated
Contractual Arrangements
Job Title Remuneration £000
Company Secretary/Legal Counsel £130 - £169
Company Secretary £100 - £129
Deputy Company Secretary £80 - £99
Senior Assistant Company Secretary £70 - £79
Assistant Company Secretary £40 - £59
Company Secretarial Assistant £30 - £39
Direct HiresOperate at LCC
Via Agency or Third Party Payroll
63%
21%
16%
The Company Secretary ProfileWhich of the following competencies do you think are most important in a Company Secretary?
How is your secretariat viewed by your senior executive?
Engagement• 56% are motivated by corporate success, closely followed by professional profile and career potential
• Just 25% are interested in any business development aspect of the remit
Key Performance Indicators• 33% of Company Secretaries currently have KPIs
• 60% of Company Secretaries believe specific measures are not necessary
USPs‘Independent’ governance advisor to the board and the ‘go to expert’ on emerging hot topics:
• Risk Management • Assurance• Corporate & Social Responsibility
• Board Effectiveness: - evaluation - nomination - remuneration
Engagement and Opinions
0%
10%
20%
30%
40%
50%
60%
70%
Exercising Self-control/Resilience
Partnering/Networking & Building Trust
Political Skill
Fiscal Management
Project Management & Results Driven
Flexibility & Problem Solving
Vision & Strategic Thinking
Providing Direction
Conflict Management
Negotiation & Influencing Others
Initiative, Innovation & Entrepreneurship
Technology Use/Management
Delegation
Emotional Intelligence
Valuing & Leveraging Diversity
45%
47%
8%
Other
An administrative/support functionAn influencing high profile, governance resource
Why is the Company Secretary important? The Facts
What should be the most important areas of your role? What do you spend most of your time doing?
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Board & Committee Attendance
Corporate Governance
Meetings Preparation
Report & Accounts Preparation
Risk Management
Profit/Share Option Schemes Admin
Statutory Registers
Managing a Portfolio of Subsidiaries
Company Law
Contact Work
Compliance
Budgets
Man Management
Board & Committee Attendance
Corporate Governance
Meetings Preparation
Report & Accounts Preparation
Risk Management
Profit/Share Option Schemes Admin
Statutory Registers
Managing a Portfolio of Subsidiaries
Company Law
Contact Work
Compliance
Budgets
Man Management0%
10%
20%
30%
40%
50%
60%
70%
80%
“Share plans frequently fall under the remit of the secretariat, these are increasingly complex to implement and as many operate globally, the Company Secretary will be responsible for the overseas regulatory compliance.”
Janet Cooper, Partner, Tapestry Compliance, specialist global HR law firm Director of the ICSA Certificate in Employee Share Plans course
It’s our job to make sure that our company does what its shareholders can expect from it in a way which is effective for the long term benefit of the company
Acting as conduit and confidant
We are the guardians of good corporate governance and the trusted (independent) advisor to the board
Ensuring the company meets statutory and regulatory obligations
Promoting best practice
Link between board and business operations
Governance lynchpin
The prison population is high enough already!
Support and guidance to the board
The interpretation of legal requirements and ensuring their delivery to the target audience in a commercial way
Being the hub for all stakeholders
Connecting the operational processes with the strategic imperatives
Facilitating the highest standards of transparency and accountability
Providing the right information at the right time to inform business decisions
Add value by developing effective and efficient infrastructure processes
Why is the Company Secretary important? The Comments
The perfect Company Secretary roleIf you were creating the perfect Company Secretary role, what would its focus be?
11%
22%
37%
8%
17%
5%
A technical resource
A facilitator
An independent advisor
A commercial expertA governance officerOther
Where company secretaries would like to be at the peak
of their career
A FTSE 100 Company Secretary
Working for myself
In a senior board position with influence
On the golf course, networking!
Director of Corporate Affairs
General Counsel and Chief Compliance Officer
In a role where I have the ability to change and challenge without compromising my values
In a growing company with an engaged board, enthusiastic staff and a sound business model
CoSec of a leading charity / not-for-profit organisation
Deputy of a FTSE 100 or Company Secretary of a FTSE 250
Managing a respected team in an interesting environment
In work/life balance mode
Group CoSec of a large multinational company with listings in two or more countries
Taking on an NED role
To have a portfolio career
View from the Bridge
Ask a Chairman to describe the role of the Company Secretary and you’ll get a wide range of answers.
For some it is, and should remain, a purely administrative function, with one Chairman commenting that if they barely notice their Company Secretary then they are probably doing a good job. But for others, the Company Secretary is pivotal to shaping governance and board practices and they both want and expect a great deal more strategic input. As Lord MacLaurin, former Chairman of Vodafone and Tesco said: “The Company Secretary should provide the heartbeat of the business.”
Where one sits along the spectrum of the administrative to the strategic, will depend on what you are capable of, what the company perceives you to be capable of and what the business needs. In some respects this is no different to other senior roles: some Finance Directors are bookkeepers whilst others are the Second in Command, just as some Marketing Directors spend the advertising budget and others shape the growth story of the organisation.
But what is different for the Company Secretary is that the needs of many organisations have changed in the past few years. With the recent governance failings still fresh in everyone’s mind, many companies now have an appetite for senior governance counsel and it is up to the Company Secretary to demonstrate that they are the person for the job. Baroness Prashar, former Chairman of the Judicial Appointments Commission, once observed: “A good Company Secretary is worth their weight in gold. But their ability to add value will in part be driven by how they are perceived by the board.” Whether or not you reap the benefits of this governance renaissance will depend as much on how you position yourself within the company, as it will on your ability. But for those who can engage the board in a more strategic governance discussion, there will never have been a more rewarding time to be a Company Secretary.
Emma SturdeeBoard Intelligence
How does the Chairman view the role of the Company Secretary?
Board Intelligence Credentials
Board Intelligence provides services to the board and company secretariat that drive board effectiveness, with a particular focus on the scope and quality of information that the board receives. Over the last year alone, we have reviewed 80 board packs providing us with unparalleled visibility of board reporting across the FTSE. Our breadth of experience has allowed us to develop best practice solutions to one of the biggest risks faced by the board: information risk.
Conclusion
Company Secretarial ServicesQuality House5-9 Quality CourtChancery LaneLondon WC2A 1HP
www.blt.co.uk
It’s all about change, and the pace of change. Business culture has shifted and corporate governance is increasingly proving to be the over-arching premise for success. At the same time, the processes and procedures that underpin good governance are becoming more complex. Information is moving faster and the expectations are rising.
Whether you’re a governance advisor, board support specialist, an embedded corporate administrator, or all of these and more, your profile is greater and your expertise – be it in-depth technical, facilitatory or thought leadership – is uniquely transferable and increasingly well-recognised.
The high potential that has always existed in the profession is now very much on show and well-positioned to be leveraged further. In the short term, the economic climate is challenging but the longer term outlook is extremely encouraging, and the tri-partite goal – of greater respect for the role leading to greater influence in the boardroom and across the business – very achievable.
CSS would like to thank everyone who has contributed, in particular:
Board Intelligence (www.boardintelligence.co.uk)
Jennifer Harris - Founder and Managing Director
Pippa Croney - Director
Emma Sturdee - Associate to the Executive Committee
Tapestry Compliance (www.tapestrycompliance.com)
Janet Cooper - Partner
