Technology and the role of company secretaries: in a chat with ICSA's David Venus

Immediate International Past President of ICSA, David Venus is also an adviser helping organisations identify and adopt appropriate governance strategies, procedures and practices. David is a Chartered Secretary with over 40 years' experience, of which over 30 years were spent in practice as senior partner of David Venus and Company, where he acted as company secretary and trusted adviser to numerous FTSE companies, private companies, and government bodies.

He authored Futureproofing, a report on how emerging technologies like blockchain and AI will affect the role of company secretaries and other governance professionals.

Over recent years, how have changing regulatory environments impacted the work effort required in company secretarial functions (e.g. GDPR)?

Interpreting and taking action to comply with regulation has always been part of the Company Secretary’s core duties. There is no doubt however that the frequency and complexity of new rules, codes and regulations have increased in recent years, particularly in response to the internet and new technology. Implementing GDPR has been a big challenge for the profession but to date appears largely to have gone well. Of course, we must await the ongoing effects of the new regime before judgment but the process of introduction and initial compliance appears to be widespread if not always smooth.

In the public mind however, the control and management of personal data is inextricably linked with data breaches through hacking and lack of internal control. An organisation’s willingness to keep private and discrete an individual’s personal data is completely undermined if its internal systems are unable to withstand a cyberattack or a security breach from within. These cases are proliferating and the Marriott hotel case, potentially affecting 500 million guests, sees a step change in size that must alert all organisations and regulators to further and urgent action to safeguard big data.

Do you see the role of the company secretary changing, focussing more broadly on strategy and corporate communications, rather than just internal administration?

There has been a marked shift within the company secretarial profession in recent years from compliance to governance. Of course, compliance remains a core responsibility and indeed forms part of the governance panoply, but the widespread recognition of the need for robust corporate governance and the central role it plays in the long-term success and sustainability of any organisation, has meant that the company secretarial function has expanded and has become a key part of strategy.

Corporate governance is all about the management of risk, whether it be board composition and effectiveness or corporate culture and communication. The company secretary plays a huge part in ensuring effective board oversight, the dissemination of information throughout an organisation and the cascade of culture from the boardroom.

This requires the modern company secretary to have excellent people skills and emotional intelligence. This is a far cry from the ‘quill pen’ and ‘backroom’ images of the past. It has developed into an exciting role that places a company secretary at the heart of his or her organisation.

You recently published a report on how emerging technologies like blockchain and AI will impact the role of company secretaries, could you share some insights?

The paper sets out the opportunities and challenges that AI is bringing to the company secretarial and governance roles. The advent of Blockchain and other technology will allow new, more secure and flexible ways to hold data and Cygnetise’s signatory management system is an early example of this. In the same way, AI will transform the boardroom, allowing instantaneous translation, virtual reality presentations and minute taking ‘audio to text’ devices, using machine learning. Virtual attendance at boardrooms by way of holograms is being developed and I believe that Accenture and some other organisations are already deploying this technology. We may see robots in the boardroom analysing and interpreting data in real time to enable the board to reach the best decisions; Salesforce Inc in the US and Deep Knowledge Ventures in Hong Kong are already using robots in the boardroom for this purpose.

But the challenges are just as real as the benefits. The governance of AI is a big issue and the company secretary will have a great role to play in this. Who programs the machines, who uses the results, who ensures proper oversight? These are all vital questions and the company secretary will have an important role in helping the board put in place the right tools and procedures to ensure the beneficial use of AI within any organisation. I believe that all company secretaries should gain a good knowledge of the new AI technologies and their implications, to ensure they can advise their boards and their colleagues on the right steps to take.

With increased automation of administrative tasks, do you think that this enables the role of a company secretary to become more effective?

To my mind, the new technologies will undoubtedly increase the effectiveness of the company secretary. It is accepted that AI can analyse, interpret and assess data better than any human being so why not use it to allow the better processing of shareholder records, the process of due diligence in transactions, the retention of corporate records, and entity management. The potential uses of machine learning are myriad. We have already seen this year the first use of Blockchain to facilitate institutional voting at Santander’s AGM and the Australian Stock Exchange plans to use Blockchain for trading on its markets in 2020.

To those who give dire warnings about AI threatening human dominance, I say yes be wary, but like other technologies such as nuclear power, they cannot be ‘dis-invented’. AI will be increasingly deployed so the task of all those involved in governance be they Governments, regulators or company secretaries is to ensure that AI is used ethically, effectively and to the benefit of society as a whole. This is a big and vital task.

Last question. How did you become interested in blockchain and other emerging technologies?

I am now retired from full time work so I have the time for ‘blue sky’ thinking and research. I have been interested for some time about new technologies but it was a speech I heard early this year about Blockchain that alerted me to the need to know more and to help fellow professionals to understand the benefits and challenges that AI will bring to their organisations. The more I researched Blockchain and its potential uses, the more I realised that it has the potentiality to transform the processing of data. It could also herald a new form of business structure known as a Decentralised Autonomous Organisation or DAO for short. The ability of Blockchain to allow the decentralised holding of data and the processing of transactions in a secure and transparent way, without the need for intermediaries, could be transformative. For those who want to know more, there is plenty on the internet and of course you can read my Futureproofing paper!     

You can follow David on Twitter and Linkedin.