“Governance should be on everyone’s radar, and it should be of interest to everyone.” That’s the message from Erika Eliasson-Norris, veteran company secretary, governance consultant, member of the Horizon Post Office Inquiry and now author of a new book: The Secret Diary of a Company Secretary, launched this month.

And ‘secret’ for a reason. The volume focuses on the experiences of eight anonymous company secretaries and their experience dealing with varying degrees of difficulty—everything from advising employees on the tax implications of selling their company shares, to dealing with the suicide of a company executive following a regulatory inspection.

“That bring things into stark reality the impact of what we do, how important what we do is,” she says.

Tales from the front line

Eliasson-Norris has her own tales from the front line of corporate governance, but they are not in the book. In some ways, that’s because they were so exceptional: 20 years’ experience in just a couple, is how she puts it.

She was the youngest CoSec in the FTSE 250, at 32, when she was made group company secretary at The Restaurant Group, owners of the Wagamama chain of restaurants. She then moved to take on the same role at textiles small cap Low & Bonar.

She has overseen takeovers and divestments, seen CEOs and chairs come and go, and dealt with employee and shareholder boardroom members.

She has also been a moderator on the qualifying programme for membership of the Chartered Governance Institute and served on a working group for the Institute of Directors’ Centre for Corporate Governance.

Post Office Horizon IT Inquiry

Eliasson-Norris is currently chief executive of the consultancy, Beyond Governance, and sits as the governance assessor for the Post Office Horizon IT Inquiry, a probe that has dominated national attention as it investigates the treatment of hundreds of sub-postmasters wrongly accused of fraud because of flawed software.

Eliasson-Norris says governance is about values and integrity, a standpoint which sees them go from “minute taker to decision maker”.

Above all, CoSecs may find themselves in a governance crisis where they cannot be passive players.

“In some of the scenarios that I’ve experienced,” she says “I have had to say, no, that’s just not happening, it’s not happening on my watch. And if that’s a problem, I’m going to have to think about what the impact of that is, and perhaps that means that I decide to leave because my values and my morals are very strong.”

Eliasson-Norris is a believer that CoSecs should be both guide and leader to boardrooms, while the role and influence of company secretaries is undervalued. “If people go into the role thinking they’re minute takers, then they are less likely to be the type of person that will be an adviser.”

Governance structures today, she says, are in good shape, but they need people inside companies to do the right thing.

“We aren’t there to tell people what to do. We’re there to guide. We’re there to lead. We’re there to make sure that things happen in the right way for the right reasons.

“And we’re not black and white about things: we know that there’s grey… Yes, we’ve got governance codes, but they’re codes. They’re not law. And that aspect means that you have to be values driven. You have to be ethically driven, otherwise you’ll just never make it work.”

Despite a dramatic past already, Eliasson-Norris says the Post Office Inquiry is a key moment in her career. She sat through every hearing, one of just three people who did, alongside the chair Sir Wyn Williams and IT assessor David Page.

The report covering governance lessons and insights has yet to emerge and Eliasson-Norris declines to comment on any substantive finding.

But she is aware of speculation in the press. She agrees the report, when it comes, will likely form required reading for governance professionals. She is also moved by the gratitude of the sub-postmasters who have approached her to offer their thanks.

“Unless you sat through every hearing and read every document that has been held behind the scenes in the repository, which we have, you can’t fully appreciate what is going on.”

And she returns to the subject values. “I don’t want my fingerprints on something that is not going to make a difference, because that is my purpose; that is what I do.”