Coffee break with a CoSec: John Mills, Company Secretary at Santander UK

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

Let’s meet John Mills, Company Secretary at Santander UK – a leading banking and financial services business in the UK and part of the Banco Santander Group, the biggest banking group in Europe.

A law graduate and qualified as both FCG and solicitor, John has worked across various industries for some of the most illustrious FTSE companies – including Forte, Barclays, Tibbet & Britten, Cadbury, RSA Insurance, Anglo American, Smiths Group and currently Santander.

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

Well, I studied law at University, and liked some aspects of that but didn’t want to work in private practice as a solicitor, I knew that I wanted to work in-house in some sort of role. I saw British Aerospace (now BAE Systems) advertising their graduate programme but applied at the wrong time of year.  It was luck that they were looking for a permanent person at one of the sites – the Hatfield site in Hertfordshire. The role was more admin focused, but after gaining some experience, I left after about 18 months to move into a pure CoSec role at Forte which was a hotels and restaurants group.

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

They’ve probably changed entirely!  If you mentioned corporate governance in the mid ‘90s, people didn’t really know what you were talking about. It wasn’t a phrase in common usage, although Lord Denning used it in a Court of Appeal case in the early 70’s.  But one of the big things I’ve noticed is the move from ‘company secretarial’ to ‘corporate governance’.  In lots of ways, the work that I did when I was first in a more senior role tended to be contracts, M&A and corporate administration rather than governance advice. So I think the role has expanded… it’s got a lot more complicated and I think it’s also perceived as adding greater value now. It’s coming out of the shadows and being given greater prominence.

What career tips would you give your younger self?

When I was starting out, I got the most benefit from asking people what they did in their roles – both in the department but also outside. This allows you to build empathy and connection with people and it broadens your knowledge about the organisation that you’re working for, so you get a better understanding of how things work.  I think a lot of what we do as governance professionals is about bringing the right people into the conversation at the right time. There’s a value to having that knowledge of how the different departments work and what they do, I think that it really helps in our roles.

Personally I don’t think I networked enough outside the organisations I was working for initially, so I would encourage my younger self to do more external networking. Internally I was okay but not externally, so when I was then looking for a role, I wasn’t that well known outside my organisation.  I think I do have a strong network now as I’ve moved around and stayed in touch with lots of former colleagues.

What pointers can you give for how to get into the top job?

I think it can be difficult for a deputy to ‘step up’ into that role, and I think quite often organisations will look outside rather than promoting the deputy, which is a shame.

It can be a bit like it is with football teams – rather than bringing up somebody from the under 21s, they’d rather go and sign somebody from outside the club.  It’s as if they feel they need somebody new or somebody different because often they may struggle to see the deputy in that more senior role.

I don’t think there’s one route, or one set of skills, that allows you to get there; it’s up to the individual and a lot of it will also depend on what the board is looking for in that role at that time.  Sometimes they are looking for someone to transform a team, sometimes maintain the status quo, so they will look for different attributes. You do need to establish the credibility that you know what you’re talking about. You need to show that you understand the organisation and the role. You also need to display the confidence to speak up when you need to. Hopefully you’ll have shown that you’re a leader… and you know when you need to be a leader.  The more confidence you can build in the people around you by demonstrating your skills the better.

I think it’s also incumbent on your boss to give you the opportunity to shine and build those relationships.  If you’re a Deputy and don’t have the direct interaction with the board and the senior leadership team, they will see you in a passive role and not necessarily as someone able to fulfil the top role.

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

I’m really lucky that I have a great and supportive team, who are sometimes challenging at times too.  I really like working with them, and I think they inspire me, and bring out the best in me in lots of ways.

Being the company secretary means you get to see everything that goes on in the organisation – and are often one of the first to find out – and there aren’t many roles that do that. I mean there aren’t many executives who sit in as many different meetings as we’re able to and get that level of insight. If you think about it, the chairman will obviously not go to the executive meetings; the executives don’t go to all the board meetings and committees. It’s also a privilege to work with some very clever people in financial services and to have this unique overview of the whole organisation.

What’s great about working for a large listed regulated bank? 

I think there are advantages and disadvantages.  I haven’t always worked in financial services, but I do like running teams and bank teams tend to be larger than those elsewhere.  I think you benefit in a regulated bank as the organisation understands the value of good regulation and good practices and effective governance maybe more so than in some other sectors and tend to be more mature in that way. As financial services is so important to the UK economy, and Santander is one of the largest systemic banks, you are playing a role in the wider economy as a whole which is really interesting. There is never a dull moment.

Any tips on changing sector?

I think this is a profession where you can actually quite easily move between sectors, and I think if you do that, you are bringing in your skills but also a different outlook into that sector. If you’ve worked in financial services and decide to work in another sector you’d bring that rigour and attention to governance. If you’re moving into financial services you may wish to stress the commerciality that you can bring to the role.  When I went into Barclays in 1996 I think I was the first person that was brought into that team from outside the banking world and they were looking for somebody with a different mindset and a different way of doing things. So, it’s important to identify and highlight what you can bring to the new sector that will benefit them.

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

Well I think there are good opportunities for us to promote corporate governance and company secretarial roles and for people to really appreciate the value of what we do. And I think the Post Office scandal has helped highlight the importance of good corporate governance.  I don’t believe everyone there was corrupt but there were definite problems with the flow of information up and down the organisation and the right information didn’t reach the right people. I think that is one of the areas where we can really add value, ensuring the right people get the right information at the right time so they can make the right decisions. We need to continue promoting and demonstrating this point.

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

I think there are still perception problems and I think people still can see it as an administrative role and possibly less important than other support functions. Some of this may be the fault of company secretaries – possibly me included – who don’t make a big song and dance about what we do. We’re not the best at self-promotion. We’re not necessarily the best at telling people the value that we can add.  But we do act like the oil in the machine.  You wouldn’t think the oil was the most important part of the machine, but without it the machine can’t function properly.

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

It’s certainly not easy. But I think having former colleagues that you talk to, helps. I’ve always encouraged ex-colleagues to continue to talk to me about new issues or changes in reporting. And that’s not just me being nice and altruistic, as it could be something I haven’t come across before and we talk it through and figure it out together, so it improves my knowledge as well as theirs.

You can have a variety of ways to keep up to date with things and I also sign up for the updates sent out from the law firms and audit firms and they’re usually really good.  They also put on free events which can be beneficial in lots of ways, both for the updates themselves but also the networking.

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

I don’t know whether I’ve ever struck the right balance or not but I actually think it’s easier when you’re my age and at this stage of my career to be able to achieve a better work-life balance than when you’re doing exams, you’re working all day and studying in the evening while trying to progress your career and your social life. I think with hybrid working it’s harder too because it blurs the lines between the office and your home life.

I always encourage my team to take their holiday. It’s important to take time off and not to be expected to be working all the time. My holiday of choice would be a safari, partly because it’s completely different to being in the office and Central London but also because you won’t have Wi-Fi and without that connectivity you have to switch off.

To help other people manage their work-life balance, I try to measure the output rather than the input and stress that you want your team to all be rounded individuals, not workaholics.

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

Well, I think I’ve always worked on the basis that you have two ears and one mouth and use them in those proportions. So I think I’ve always been a better listener than a talker, but as you get more senior in a team, you do need to learn to do more of the talking.  Hopefully you still do a lot of listening, but you definitely have to do more of the talking.  Hopefully I’ve improved the way I express myself and get my ideas across and make myself and my views known.  Also, I think I’ve worked at knowing when to challenge and when to speak up – when to make that impact and how to make that impact count, which is important.

Interview by Jon Moores.

Coffee break with a CoSec: John Mills, Company Secretary at Santander UK | Governance and Compliance Magazine (