The Advantages of Good Corporate Governance: Susan Fadil Speaks to Mayer Brown Alumni Community

Corporate governance, which determines how a company is directed and controlled, is a critical part of any business.

Susan Fadil, Senior Director – Fund & Corporate Services, began her career at global law firm Mayer Brown. As part of their alumni community programme, she provided her perspectives on the profession, her career to date and insights into corporate governance:

“Aligning the interests of business stakeholders and creating a framework of rules and practices that determine how a company operates encourages ethical business practices and promotes financial viability, which ultimately attracts further investors into your business,” she explains.

With over 25 years’ experience in leading governance and company secretarial teams, Susan gives an insight into why many legal professionals branch into governance roles.

Establishing a Career in Governance

Susan joined Rowe & Maw—which later merged to form Mayer Brown—in 1989 as a trainee company secretary, and she remained with the firm for 21 years. “The company secretary at the time, Geoffrey Smethurst, was a fantastic mentor to me and the firm sponsored me to complete the Chartered Secretary’s examinations and qualifying programmed, so I had a brilliant learning experience at Mayer Brown,” Susan reflects. “Upon Geoff’s retirement, I took over the team, leading them to provide core statutory compliance and transactional compliance support to the corporate team.”

In 2010, the firm sold its company secretary business to TMF Group, where Susan became director and head of legal and compliance and gained exposure to global legal entity governance and PLC and board support governance. In addition, she gained business acumen and executive leadership skills as a member of TMF’s UK business leadership team.

From there, she joined PwC as a salaried partner director in the entity governance team, responsible for developing their listed and IPO practice with a focus on listed governance services, before joining JTC, where she remains today as senior director, company secretarial and governance and a member of JTC UK executive board.

JTC has established a robust governance framework which shapes its systems, processes and people. “When I joined, JTC was very much a start-up in the UK—there were five employees and now the UK business has in excess of 75 employees with 23 company secretaries in the team,” Susan explains. “It’s been a fantastic move—in this role, I’ve worked providing outsourced company secretary governance services to listed PLCs, acting as an advisor to boards and assembling a really high-quality team around us that can provide that service to clients.”

At JTC, there is a shared ownership culture that prioritises the interests of everyone as a collective above that of the individual. “We all work together for the benefit of the organisation and the collective, because we all have a stake in the company’s success,” Susan reflects. “That entire framework and ethos has been the basis for informing our cultural values.”

The Synergy between Governance and Law

Clear communication, relationship-building, assertiveness and teamwork are just a few of the requisites Susan believes are critical to working as a governance professional, and she notes that many of these attributes are also required of lawyers. “Working at Mayer Brown taught me the importance of attention to detail—from cross-checking, to conducting legal research—which ultimately, stood me in good stead for a career in governance,” she acknowledges.

As chair of the membership committee for the Chartered Governance Institute (CGI), Susan sees how frequent it is for lawyers to later pursue a career in corporate governance. The Chartered Governance Institute has a Fast Track Professional route for qualified lawyers who are interested in a dual qualification. Visit CGI.org.uk for details.

Many businesses also recognise this synergy and require their general counsel to also act as company secretary. While Susan acknowledges that this can work depending on the type of organisation, she also urges due consideration in combining the two roles.

“As general counsel, you often bring the wider legal knowledge and experience, whereas a company secretary might have more nuanced experience—in my case, I not only studied law, but also taxation, finance and management accounting, to name a few areas,” she explains.

“Furthermore, a company secretary and a general counsel will at times have conflicting priorities. That’s not to say that it can’t work—but if both roles are taken on by one person, it’s important that they are able to balance the different roles and responsibilities that come as part of each role. For the good of the business, but also the individual’s wellbeing, it’s crucial to ensure they are not taking on too much, because the role of general counsel and company secretary are each demanding roles in their own right.”

How Governance Has Changed in Recent Years – and What Changes Are to Come

Making actions such as embracing technology and prioritising employee wellbeing necessary, the COVID-19 pandemic had a wide-reaching impact on corporate governance, which ultimately served to encourage transparency and engagement and advocate the benefits of good governance. In the year ahead, a revised corporate governance code will be issued in the UK, and Susan anticipates that there will be a continued focus on human capital management that has a direct impact on social issues, including the gender pay gap, employee turnover and diversity.

She also predicts a stronger focus on what comes after the reporting of this data: “Moving forwards, businesses need clear action plans in place, outlining where they want to be and how they plan on achieving their goals and metrics.”

Amidst a challenging economic backdrop following the pandemic and Russia’s invasion of Ukraine, a solid governance framework and strong leadership are more important now than ever. “To be able to make good business decisions and operate effectively, corporate governance is crucial, and I suspect those that have this in place will not only be better positioned to weather this storm, but will emerge stronger than when they went in,” Susan concludes.