Coffee break with a CoSec: James Schirn, Company Secretary at the FRC

This is a series of discussions with company secretaries over a coffee to take a glimpse into their careers and lives and thoughts on the profession.

Let’s meet James Schirn, Company Secretary at the FRC (Financial Reporting Council) – the regulator for auditors, accountants and actuaries and the body that sets the UK Corporate Governance and Stewardship Codes.

A law graduate and FCG qualified, James has had a varied career spanning an overseas listed business, financial services and the not-for-profit sector. Prior to joining the FRC, James was Head of Governance at the ICAEW (Institute of Chartered Accountants in England & Wales).

So, how did it all begin … how did you first get into company secretarial work?

While studying for my law degree, I had a keen interest in corporate governance and company law. Then, during the financial crisis, it became front and centre. I often wondered what discussions were happening in the boardroom during those difficult times. This piqued my interest into diving into a career as a governance professional further.

I undertook a Masters in corporate governance at the University of Birmingham which also gave me the CGI qualification. It was fascinating as a subject area, understanding the role of the company secretary, the importance of corporate administration and how board dynamics work. I even got to meet Adrian Cadbury.

My first company secretarial job was working for a large French outsourcing company listed on Paris Euronext. As I’ve moved up the career ladder in different types of organisations, my interest has grown into advising organisations on how they can create efficient governance structures to support the execution of the strategy.

As Head of Governance at ICAEW, I restructured and modernised their governance structure, supporting their board and council in the execution of their strategy. After seven years at the ICAEW, I was seeking a new challenge. Therefore, with the FRC being the ultimate accounting regulator, the move to Company Secretary was a natural next step. I’ve been here for 18 months and there’s been lots to get involved with; with a new board and governance structure, the FRC is now a more respected and assertive regulator. The roll out of the new Corporate Governance Code in 2023 and the launch of the Stewardship Code review most recently have been fascinating.

How do you feel things have things changed since you started out?

I think things have changed a great deal. The role has moved away from being focused on company administration to becoming much more advisory. I think company secretaries are now seen as trusted advisers to the chair and CEO, and the role is viewed more as being about ensuring the board conversations are the best they can be. There’s also a lot more involvement in succession planning and board reporting optimisation.

What career tips would you give your younger self?

I think I’d encourage myself to make sure the culture of the organisation I choose aligns with my values. At the beginning of your career, you’re just keen to learn and get to know the role itself. But I’ve come to realise it’s so important to understand the culture so you can get more value out of your role to better support the organisation.

How do you make that transition to the top job?

I think it’s important to be proactive. Whether you’re implementing improvements at an organisational level, putting together board papers or briefing the chair, you need to get out there and show your expertise and develop a personal brand at the organisation to ensure you are known as a person to go to for advice and support.

As Company Secretary at the FRC, what do you most enjoy about your job?

The natural problem solver in me likes offering up solutions to knotty issues the board may be grappling with and supporting the organisation on resolving these – that’s very rewarding.

What’s great about working for a regulator?

I think it’s the broad range of issues that the board covers, as a regulator this encompasses supervisory, enforcement and standard setting. All very broad areas which have many facets. We also regularly interact with government which is really interesting and creates a sense of public purpose.

Any tips on changing sector?

You need to focus on your transferable skills. I’ve moved from a business process outsourcing business to insurance, then a housing association, then professional bodies and now a regulator. Although there are differences, there are also a lot of similarities across all of my roles. A board is a board, and all can face similar challenges and issues on which the company secretary can be called upon to provide advice and expertise.

From a work perspective, what are you most excited about over the next 12 months?

We’ve just launched the revised Corporate Governance Code and the Stewardship Code review is the next big thing that we’re getting involved in, which is really interesting work. We’re also recruiting new non-execs and it’s always exciting bedding in new board members. Plus, no two board meetings are the same!

What do you see as the biggest challenges facing the governance professional?

I think the rise in AI is something that should be on company secretaries’ radars. I think it opens up areas that will potentially be of help to company secretaries, but also presents risks. There’s the potential for AI to automate various manual tasks such as minute writing, which will free up company secretarial time to focus more on the advisory aspects of the role.

How do you manage to stay up to speed with all the changes in reporting, legislation and good practice?

The CGI gives great guidance! I also try to network as much as I can and I regularly liaise with my counterparts working for other regulators and other company secretaries.

And how do you strike the right work-life balance … what tricks have you learnt and what tips would you give others?

In the role of the company secretary, there are a lot of stakeholders to manage, so prioritisation is key. There can be times − depending on business need − to work longer hours, but generally I try to have a healthy work-life balance.

Over your career, what personal attributes do you feel you’ve consciously developed that have made you a better company secretary?

Our role is very people-orientated, so it helps being personable and empathetic. You also have to have an open mindset and be understanding of other people’s priorities.

Interview by Jon Moores.

Coffee break with a CoSec: James Schirn, Company Secretary at the FRC | Governance and Compliance Magazine (