Secretary General Exchange - Report

On the 4th of June 2024, the first exchange of the renewed Secretary General Platform of GUBERNA took place. This exchange was an exclusive opportunity for institutional and journey members, including research partners, of GUBERNA. During the exchange, two key questions were discussed: the role of subcommittees and how to organize the board review process.

Both topics were of great importance to the secretaries general. While the Chatham House Rule was in effect, GUBERNA was permitted by the participants to compile a general report. Regarding the subcommittees, the secretaries general stated that their role could be seen as the glue, oil, and bridge between the committees and the board. They noted that as secretaries general, they needed to maintain good relations with everyone, particularly with independent directors. In this context, the secretaries general highlighted the loneliness of non-executives and emphasized their role in mitigating this isolation to ensure effective operation in both the subcommittees and the board.

Additionally, it was stated that the value of the secretary general lies in being aware of everything happening within the company and being involved in all committees. Therefore, it was considered ideal for the secretary general to be present in as many committees as possible. The secretaries general also shared ideas on how to cope with the challenge of ensuring committee decisions did not lead to excessive discussion at the board level. They exchanged ideas to prevent the proliferation of committees, such as the use of temporary advisory boards and the education and training of board members.

The second topic was equally a source of fruitful discussion. Board review processes are often viewed by secretaries general as crucial for the improved functioning of a board. These processes can help identify problems, but they also saw great value in knowing that most things were functioning well. However, most secretaries general considered it a challenging process, particularly in finding reliable partners. They expressed a significant need for independent and high-quality board reviews, as many existing reviews provide generic and superficial conclusions. In this regard, the secretaries general who had previously contracted GUBERNA noted the value of GUBERNA’s board evaluation approach, which delves deeply into the structure and dynamics of the board, providing companies with insightful reviews that accurately highlight what is working well or needs improvement.