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Contents:
WHAT QUALIFICATIONS DO YOU NEED?
Article by Alan Campbell for the Jersey Evening Post
CAMPBELL’S COLLEGE REVISION COURSES
by Jane Hamilton &
Alan Campbell
BELIZE students are the first in Central America
(Press release)
The
UNIQUENESS of the Company Secretary by Alan Campbell
CORPORATE GOVERNANCE – A brief
introduction to a rapidly developing subject
JERSEY EVENING POST: ARTICLE: What qualifications do you need? by Alan
Campbell (Feb 06)
At the start of the
twentieth century, according to the late Peter Drucker, “The boy who was
born on a farm, and grew up on it, knew everything he needed to know to be a
farmer for the rest of his life by the time he was fifteen”.
Some years ago Private
Eye magazine ran the business card belonging to the owner of a training
company (not, I hasten to add, the writer of this article) under the heading
of “Pseud’s Corner”: He had so many qualifications that the letters after
his name filled the rest of the card!
Which qualifications
matter? People investing time and energy into study want to earn
certificates, diplomas and degrees that have value!
There is little doubt
at the beginning of the twenty-first century the advice to all people in the
world of work is that there are qualifications for your chosen path. For
success in your career the decision to study is becoming a necessity rather
than a choice. The qualifications you need will be determined not only by
you but by others ranging from the government, your competitors and most
important of all – your customers.
For the professions
like medicine and law not only is there the traditional path of study,
examinations and practice but compulsory continuing professional development
to keep you up to date. The qualifications are set by your professional
body.
This idea of
“authorisation by being tested” is now extending to many craft skills – try
rewiring a house without the approval of a qualified electrician, or fitting
a boiler without being an approved Corgi registered plumber. This is coming
from Government and we can see it operating in the International Finance
Industry with lists of approved qualifications like the ICSA Certificate in
Offshore Finance & Administration. (Incidentally a pioneer qualification
whose content was invented in Jersey by Mervyn Le Masurier). In short – if
you want to progress in International Finance, the government will require
you to pick up the requisite qualification.
What is driving this
need for qualifications? Here are some of them. Firstly, the drive is not
new but a feature of the development of knowledge. Before Florence
Nightingale there were no qualifications for nurses: in the Crimea she and
Mary C.Cole tended the sick and wounded. They had no qualifications except
experience. With knowledge comes the need to prove that practitioners have
learnt those skills and information.
Secondly there is the
need to choose between people competing for the same job. I remember running
Magistrates courses in Zambia in the 1970s. The residential course lasted a
year and had twenty-four places. It was extraordinarily popular and we
received thousands of applications. How were we to fairly evaluate and
thereby reduce the numbers to something manageable for interview? My boss
knew what to do. Go through every application and remove people who did not
have GCE “O” level English. Poor English meant poor understanding. That
qualification kept people in the ‘in-tray’. It was a requirement listed in
the advertisement but people applied anyway no matter what they had. However
things are not always that simple – we then went through the applications
and removed everybody with a degree. They were overqualified for a Grade
Three magistrate and should have taken another route to the Bench.
Thirdly having staff
who are appropriately qualified is a significant marketing advantage to the
firms employing them. Our experience is that the leading firms have both
in-house training courses so that their people learn the company’s way to do
the job and external study for the academic qualifications recognised by the
outside world. In the early 1990s it was standard practice in the Channel
Islands that graduates entering the finance industry followed one of three
routes to a profession – those with law and accountancy degrees became
lawyers and accountants – those with degrees ranging from divinity to
geography took the two year ICSA professional examination route.
And finally there is
the unexpected result. We taught one student whose husband repaired
Land-Rovers for their neighbours - the Scottish farmers and gamekeepers in
the Highlands. She kept his accounts and took the ICSA qualification to help
polish what she was doing any way. She qualified some time ago. He continued
to repair Land-Rovers until he retired and now renovates old motorbikes as a
hobby. She owns and runs a double glazing company, a lorry driver training
school, exports prints of Highland cattle to the Scottish diaspora in the
United States and when I last spoke to her was on her way to a Spanish
property exhibition. Unlike the boy who knew everything he needed to know at
the turn of the century her learning is continuous… we have come a long way
down on the farm!
Article written for the CS Magazine. December 2003
CAMPBELL’S COLLEGE REVISION COURSES
by
Jane Hamilton and
Alan Campbell
‘Great Anecdotes, I haven't laughed so much in a long
time. I enjoyed Alan's enthusiastic teaching style - he is great at
prompting interest in difficult subjects'
Humour and ICSA revision? Surely not! The two just do not go together.
However the above comment taken from one of our feedback forms refers to
Alan Campbell’s London Corporate Secretaryship revision course and gives an
indication of our unique teaching ethos. Some topics can appear a little
‘dry’ on first sight but Alan has a special talent for bringing subjects
alive and making them interesting by incorporating anecdotes and stories
into his courses.
'Convenient location and efficient administration’
We hold courses in London, Jersey and Guernsey, using hotels with
conference facilities. We ensure that our London venue is close to public
transport links and that our Channel Islands hotels have easy parking and
access to the airport. Details of venues and dates can be found on our
website which is updated weekly with regard to spaces on the courses.
Students can print out application forms from our website and can enrol
by post, fax or email. On enrolment we send out a short outline of the
course in addition to confirmation of venue, time and the name of the
lecturer.
'It was a quality course and I enjoyed the two days'
Revision courses provide the final polish to your studies for ICSA
examinations. With their emphasis on the analysis of both technique and
syllabus they focus your efforts on the examination. CAMPBELL'S COLLEGE has
long been in the forefront in developing the revision course for the
professional student who demands quality training in a matching environment.
We even provide you with lunch and refreshments so you don’t have to worry
about making sandwiches or finding a burger bar in the lunch break! For most
subjects the course is held over two days but the financial papers require
an extra day or two.
The typical structure of a Campbell’s College revision course is as
follows:
Arrive at 9.45 am ready for a 10 O’clock start, drink coffee on arrival.
Introduction by lecturer followed by first lecture session. Coffee break,
second session which may include filling in a short answer test followed by
marking (students mark their own work – no one is ever ‘put on the spot’)
then expanding on the issues raised. Lunch break – a chance to sit down to a
hot meal with your fellow students and lecturer. Afternoon lecture sessions
begin again at 2.00 with a tea break mid afternoon.
'Structured notes that focus on the important areas of the
syllabus - thorough but concise'
All course material is supplied on the day along with
extra reference notes and exam questions to practice. Students do not have
to bring anything extra to the course – only a pen!
I found the analysis of the examiner and what he is
looking for to be extremely useful'
All our lecturers provide advice on exam technique and at some stage
during the revision courses will work through past exam questions with
students.
Campbell’s College has specialised in Distance Learning and Revision for
ICSA for over eleven years so you can be assured that we have plenty of
experience and keep our courses up to date.
‘Jim is very helpful, patient and encouraging and made
everything seem simple and possible to do - gave me confidence for the exam'
I enjoyed meeting other students and exchanging ideas'
Revision course provide the ideal opportunity for students who are
studying on their own to meet others and to look at the subject with a
different approach. Students on our distance learning courses finally get to
meet their tutor with whom they have already built up a relationship by
phone and email.
I enjoyed the teaching style for Business Law and found
the real life law experiences made the subject more interesting
Our lecturers are all experts in their field and have experience in the
‘real world’ as well as in teaching. Students learn not just the theory but
how it relates to the working environment.
Many of our students remain with us throughout the whole programme – from
Foundation to Professional level two!
'The tutor's ability to demystify the difficult subject
matter gave me confidence to sit my Corporate Financial Management exam'
And the final thing about Campbell’s College courses is that our students
succeed. We publish our pass rate statistics on our website, good and
occasionally not so good. We are proud of all our World Prize Winners – we
had four students win Institute prizes in the June 2003 exams. We listen to
you, our clients and we read your course appraisal forms, taking note of any
suggestions made.
If we cannot help you get through the examinations we should not be in
the business: We are and it is a business we love!!
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PRESS RELEASE :
19
September 2003:
Belize students are the first in Central America
At the start of this week Belizean students received the results of the
fourth and final examination of a two-year course for specialists in
Offshore Finance. And the results – the first for any students in Central
America- are very good indeed.
The qualification in question is the Certificate in Offshore Finance and
Administration. It is awarded by the prestigious Institute of Chartered
Secretaries and Administrators based in London which recently celebrated its
100th birthday.
The qualification was developed specifically for the Offshore Finance
Industry and has been adopted by offshore administrations such as Jersey and
Gibraltar as one of the basic tests of competence for officers in this fast
growing field.
Although Belize entered the offshore business later than many of the
established players it is one of the leaders in ensuring all its
practitioners are qualified. Regulatory bodies like the G7 require that all
practitioners in the offshore field are qualified and that includes the
trust managers and directors of the offshore firms as well the lawyers,
bankers and accountants. This Certificate was designed for all offshore
personnel and when Campbell’s College came to Belize with a training
programme specifically designed for Belize, the Belize Offshore
Practitioners Association grabbed the opportunity with both hands.
Using a mixture of traditional face to face lecturing, internet seminars
and individual written essays students studied by a unique method of
distance learning. The subjects they took by international examination
included the Offshore Business Environment which included the latest
laws against money laundering, Company and Trust Management, Investment
and Fund Administration with the final paper in
Accounting.
Among the pioneer firms whose students graduated this week are Alpha
Services, Cititrust International, Georgetown Trust, International Services
Ltd , Provident Bank and Trusts Services and Morgan and Morgan Trust
Company.
Speaking before leaving for Belize to start the second series of training
programmes on 27th of this month, course director Alan Campbell
said: " Belize pass rates for each subject have always been amongst the best
but this time students have excelled themselves. There are more distinctions
and merits than simple passes for this difficult exam. To run a job, keep a
home and study for a difficult and demanding qualification requires
self-discipline and study skills of the highest order. Belize students are
amongst the best in the business and we are very proud of their achievement.
But it could not have been done without back-up and I would also like to say
"thank you" to BOPA for their courage and assistance in running the training
programme and to the British High Commission who brought us together three
years ago. Finally I would like to thank the Banks and Trust companies that
decided to send their students on this pioneer course. Their staff have
blazed a trail of success and the students graduating today will be the
first of many."
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Article published
in the Gibraltar Chronicle - October 2003
The
UNIQUENESS of the Company Secretary by
Alan Campbell
At some stage in your career someone
will ask what you do. When told that
you are the Company Secretary there will be those who will look at you with
pained sympathy and ask why with all your qualifications, you chose to do
typing! You will then be faced with providing a suitable answer.
"I am not a cheerful typist - it is much more difficult than that" is not a
good response. First, it insults another profession with a different set of
skills that you probably do not have. Second it does not tell them what you
do.
"I am company secretary to a FTSE 100 company and will be buying my second
Caribbean island later in the month" should impress but is not an option
open to more than 100 of you.
"I am ICSA qualified and am part of the quartet that runs the offshore
world; the other three being the banker, lawyer and accountant. Whilst true,
offshore this will require a degree of imagination if you are running a
builders' merchants in Brighton".
"Have you seen that television series "Yes Minister"? It's about the
Minister and the Permanent Under-secretary at the Ministry? “If they answer
in the negative this response is useless but if they do you reply "I am the
private sector Sir Humphrey".
An alternative reply would be to say that you are the gatekeeper to the
Board of Directors. You draft the agenda with the chairman. You can speak
the language of the specialists that the Board communicates with. You are
the company historian as you keep the minutes. And you are the fixer: either
through your own administration department or through your range of
contacts. Finally you are the keeper of the ethics and governance of the
organization.
You range from the spouse keeping the books in a one man firm (you are
usually the female spouse) to the inner circle when planning a take-over bid
for a listed company.
Here are some ideas on the practice of your profession. Quoted from of
the previous Head of Education at ICSA David Lilley who is particularly keen
to establish the uniqueness of
"Chartered Secretaryship".
He wrote: "The discipline is about the crucial role played by administration
in the smooth running of the business organization in meeting its mission
and objectives, and in compliance with the legal and regulatory
environment".
He continued:" Above all the module is about developing the ability to think
strategically and contingently, commanding alternative solutions to
problems, and making immediate, relevant, practical and effective responses
to short and long term needs and situations.
He summed up the role: "THE
EMPHASIS WILL BE ON THE ROLE OF THE "STRATEGIC
ADMINISTRATOR" WITHIN THE FIRM RATHER THAN THE PROBLEMS OF THE FIRM".
The easiest way to remember this is to imagine yourself in this role: You
are the company secretary to the board of directors.
When it comes to matters of administration you are the boss and you make the
management decisions using your experience and knowledge of the tools of
administration.
When it comes to the rest of the business it is the board who is the boss
and the board makes the management decisions. Your role changes. Your job is
to give the board the advice it requests from you: it is not to solve the
board's problems.
IN SHORT:
You practice the skills of management when running your own department.
You practice the skills of administration when you are ADVISING THE BOARD
Your knowledge is both detailed and wide ranging. (You know Employment Law to double entry bookkeeping to the latest management fad)
Your knowledge is both intellectual and practical (At the AGM you know the details of Table A articles and where the lavatories are).
Your Job as Company Secretary is
UNIQUE
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ARTICLE FOR GIBRALTAR
CHRONICLE
24th March 2003
by Alan Campbell of Campbell’s College
CORPORATE GOVERNANCE – A brief
introduction to a rapidly developing subject.
"When I use a word" Humpty Dumpty tells Alice "it
means just what I choose it to mean – neither more nor less". Lewis Carroll
would know exactly what is happening with "corporate governance".
Essentially the subject is straight-forward: the way companies are run.
After that nothing is simple. This is a topic that occupies minds across a
world spectrum. A multi-national company such as Cadbury Schweppes plc
brings together chocoholics, supermarkets and small family farmers in West
Africa. All are interested in the way the company is operated. Company
personnel attending their management training courses learn about their
"stakeholders" – customers, employees, creditors, shareholders, suppliers…
the list expands or contracts depending on the management guru delivering
the lecture. The latest meeting of leading industrialists and politicians in
Switzerland held meetings with leaders of NGOs – nongovernmental
organsations such as Greenpeace and Friends of the Earth. All are concerned
with the way companies operate in the new century especially the large
transnational organisations.
Concern about the way companies are run is not new.
The law is clear about who does what in a company. The shareholders are the
owners and they are the people who choose the management and the management
is to run the company according to the wishes of the owners. In meeting the
demands of the owners the management is to operate according to law. The law
requires them to operate safe conditions for their employees; to comply with
local by-laws; to produce products that are safe for their customers and so
on.
The problem with big companies, especially those
traded on the Stock Exchanges of the world is that the majority owners of
the companies are themselves companies – the big pension funds, investment
and insurance companies. Towards the end of the 1980s pressures were being
felt by fund managers themselves from their own shareholders and from the
rise of single issue pressure groups concerned about third poverty and
threats to the environment. Finally a series of high profile company
failures made them concerned as to how responsive company managements were
to their needs.
The London Stock Exchange lead the way when it asked
Sir Adrian Cadbury of Cadbury Scwheppes plc to investigate and report on
improving the way companies were run .The Cadbury report as it is now known
was published in 1992 and contained original ideas which have become the
standard adopted across the world.
Cadbury introduced the idea of the Governance Code
instead of Governance Law as the means of improving company accountability.
The Cadbury Code contained a set of standards based on the management
practice the best companies listed on the Stock Exchange. The Code was
adopted by the London Stock Exchange and companies trading on the exchange
were expected to adapt their own management practices to meet those stated
in the code and when they did not do so, to explain why they had not done so
in their annual reports to shareholders. The choice of what then to do was
left to the shareholders.
There are now more than 60 governance codes in 30
countries, as well as numerous international codes.
Ten years after the publication of his report Cadbury
has now written "Corporate Governance & Chairmanship" and repeated his basic
theme: "The fundamental principle on which the whole code approach is based
is that of disclosure, or transparency… What all codes have required is not
compliance but disclosure… other principles which are common to all
published codes are the need to put substance above form in responding to
the fact that they are drawn from best practice…The aim of codes is to
encourage boards to explain how they direct and control their enterprises.
This enables all those with rights and responsibilities towards businesses
to be aware how individual companies are being led by their boards and
consequently for them to be able to exercise their rights and
responsibilities in an informed way…Disclosure is as much an opportunity for
companies to establish their business aims and principles, as it is a means
of enhancing their accountability…All else apart, openness is the basis of
public trust in the corporate system."
Cadbury illustrates this neatly at the end of his book
when talking about a company’s environmental policy:
"It is for every board to decide for itself what
social and environmental policy is appropriate for their company. These can
range from a single-minded focus on financial survival to the comprehensive
array of initiatives which leading companies in the energy and extractive
industries are undertaking. The common thread is the need for disclosure.
Boards have to make it clear where they stand on these matters… "in the same
way the law sets a floor to corporate or professional behaviour…Codes can
promote best practice beyond lawful practice."
For the UK, Cadbury’s Code turned out to be the first
of a series of Codes, the latest of which was published this January: the
Higgs Report on the Role of the Non-Executive Directors. So the subject
continues to develop. Currently the London Stock Exchange’s Combined Code
includes the following requirements:
-
The chairman of the board should be a different
person to the Chief Executive. Their roles are different: the chairman is
to run the board and the chief executive is to run the business.
-
At least one third of the directors on the company
board should be independent non-executive directors. The non-executive
director was a role invented by the Stock Exchange which established the
director whose only connection with the company is their post on the
board. They are chosen to provide balance, vision, and experience to the
executive directors.
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Cadbury chose to make the non-executive directors
control three important committees, the remuneration to the directors, the
appointment of directors and most important, the audit committee.
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Service contracts should be no longer than a year
in length.
-
The board should produce a clear policy on
executive pay.
Cadbury was also concerned with the role of the
institutional shareholder and the implementation of these recommendations
has produced interesting developments. The pension funds and other
institutional investors have conducted their own research and published
details on companies failing to comply with elements of the governance code.
Recommendations on their conduct include:
-
They are to enter into dialogue with the companies
in which they own shares.
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They are to investigate company matters that are
brought to their attention concerning company governance arrangements.
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They should develop consistent policy with regard
to voting practices at company meetings.
The last point has brought about a change in company
voting procedures. No longer do company proxy forms allow for votes "for and
against". The Pension Funds and Insurance Company shareholders following the
requirement to indicate how they vote, also require "abstention" on the
proxy form. Indeed they have produced a "voting template" with guidelines on
how they will deal with deviations from the code’s suggestions.
Being a director is no longer the reward for lifetime
service in a company. Being a director is a separate career demanding
specialised skills and increased accountability. Running a company requires
taking calculated risks based on that unique entrepreneurial mix of
experience and hope. Honesty and transparency to the people investing and
lending to the company will become essential qualities in the director of
the future. And Sir Adrian Cadbury set the standard.
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