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2015 In-House Persp. [1] (2015)

handle is hein.journals/inhouse11 and id is 1 raw text is: An undeclared conflict of interest IHP Home (/IHP.aspx) News (/IHP_news.aspx) Features (/IHP_features.aspx) Opinion (/IHPopinion.aspx) Film (/IHP_video.aspx) Archive (/Publications/publications_inhouseperspective.aspx) Dina Medland argues that combining the role of general counsel and company secretary could be more trouble than it's worth. A potential conflict of interest is sitting quietly in many boardrooms, just waiting to explode into a corporate governance disaster. It is the practice of allowing the same individual to hold the title of both general counsel (GC) and company secretary. It's a fairly common phenomenon. For example, at the end of July this year, Rentokil plc announced that Paul Griffiths was stepping down as company secretary after a staggering 35 years of service. He is succeeded by Daragh Fagan, Group General Counsel, who has taken on the 'additional responsibility of company secretary', according to the announcement. John McAdam, Rentokil Chairman said: 'I'm delighted that Daragh will be taking over the Company Secretary role supporting the board.' However, that brief phrase highlights exactly where the seeds of conflict lie. The first consideration when taking on any dual role is over how to allocate sufficient time to each area of responsibility. In the case of Rentokil, if 75 per cent of Fagan's time is spent on being general counsel, that leaves relatively little time to devote to being an effective company secretary. A dual role may offer the opportunity for the GC to attend board meetings. However, a GC would attend those meetings in a different capacity to the company secretary: the GC usually reports to the chief executive, whereas the company secretary reports to the chairman. While all UK plcs are required to have a company secretary, the role itself varies enormously, and is changing rapidly. A recent collaborative study (https://www.icsa.org.uk/products-and-services/knowledge-and- guidance/research/the-company-secretary-report) between the Institute of Chartered Secretaries and Administrators (ICSA) and Henley Business School highlights the evolution of the role through discussing it with those at the coalface. 'I think as general counsel you are heavily involved in the running of the business and are the chief executive's right hand. I don't think that's compatible with (being the) company secretary, where you should be (the) Chairman's right hand' said report participant.