Event: Practical Law’s 2nd Annual Company Secretary Forum 2013

In association with GC100

About the Forum

Tuesday 19 November 2013.

Dear Colleague,

Following the outstanding success of last year’s event, I am delighted to be chairing Practical Law’s Company Secretary Forum in association with the GC100.

The aim of the Forum is to give delegates the opportunity to understand the reporting issues for 2013/2014, including changes to the framework of narrative reporting and directors' remuneration.

The Forum, which is supported by GC100, is dedicated to company secretaries and senior members of the secretariat team and many of the panellists and speakers are company secretaries with first-hand experience of the issues raised.

I am also delighted to confirm that we will be joined by our keynote speaker Glen Moreno, Deputy Chairman, Financial Reporting Council (FRC), alongside Richard Carter, Director, Business Environment, Department for Business, Innovation & Skills (BIS) and Chris Hodge, Director of Corporate Governance, Financial Reporting Council.

New to this year’s forum, there will also be smaller, interactive break-out sessions which will provide an opportunity to have your questions answered on a number of areas including directors' remuneration reporting. These break-out sessions will be led by members of the GC100 and Investor Group, including Guy Jubb, (Standard Life Investments), Andrew Ninian, (ABI), Jennifer Walmsley (Hermes Equity Ownership Services), David Jackson (BP), Susan Swabey (Smith & Nephew) and Ben Mathews (HSBC).

The programme will continue to develop and we will keep you updated over the coming months.

I very much look forward to seeing you on 19 November.

Rosemary Martin

Rosemary Martin
Group General Counsel and Company Secretary,
Vodafone and GC100 Vice Chair

With special thanks to the Advisory Committee 2013:

  • Rosemary Martin, Group General Counsel and Company Secretary, Vodafone and GC100 Vice Chair
  • Grant Dawson, Group General Counsel and Company Secretary, Centrica
  • Steve Allen, Company Secretary, BG
  • Rob Bellhouse, Company Secretary and Head of Legal, Lonmin
  • Lawrence Dickinson, Company Secretary, Barclays
  • David Jackson, Company Secretary, BP
  • Geof Stapledon, Vice President Governance, BHP Billiton
  • Susan Swabey, Company Secretary, Smith & Nephew
  • Ben Mathews, Company Secretary, HSBC


Time Details

Welcome from Chair

Rosemary Martin, Group General Counsel and Company Secretary, Vodafone and GC100 Vice Chair


Keynote speaker

Glen Moreno, Deputy Chairman, Financial Reporting Council (FRC)


Narrative reporting: reporting under the new framework

In this session the panel will:

  • Consider the new structure of the annual report.
  • Highlight the new disclosures required for the strategic report and consider the FRC’s guidance on the implementation of the strategic report regulations.
  • Discuss how to present a "fair, balanced and understandable" assessment of the company’s position and prospects.
  • Discuss reporting to shareholders on the company’s risk management and internal control systems.
  • Consider the new requirements for the content of the audit report.
  • Provide suggestions on cutting the clutter.
  • Look at integrated reporting and discuss what it is, its benefits and who is using this method of reporting.

Rob Bellhouse, Company Secretary and Head of Legal, Lonmin

Ben Mathews, Group Company Secretary, HSBC

Carol Shutkever, Partner, Herbert Smith Freehills

Sallie Pilot, Director of Research and Strategy, Black Sun

Chris Hodge, Director of Corporate Governance, Financial Reporting Council (FRC)


Coffee Break


Directors’ remuneration: the new regime comes into effect

This session will look at the requirements for quoted companies to produce a new-style directors’ remuneration report in the forthcoming reporting season. The panel will consider:

  • The new binding vote on directors’ pay.
  • Reporting under the new regime: the annual remuneration report and future directors’ remuneration policy.
  • The GC100 and Investor Group’s Remuneration Reporting Guidance.
  • How to engage effectively with investors.

David Jackson, Company Secretary, BP
Susan Swabey, Company Secretary, Smith & Nephew
Richard Carter, Director Business Environment, Department for Business, Innovation & Skills (BIS)
Guy Jubb, Global Head of Governance and Stewardship, Standard Life Investments
Nilufer von Bismarck, Partner, Slaughter and May


Reporting on directors’ remuneration: the questions you want to ask

These smaller interactive break-out sessions will provide you with a unique opportunity to discuss the key issues around reporting on directors’ remuneration, including:

  • When the policy should take effect.
  • The future remuneration policy table.
  • Termination payments.
  • Illustration of the application of the remuneration policy.
  • Performance measures and targets.

Each group will be chaired by members of the GC100 and Investor Group.

David Jackson, Company Secretary, BP
Susan Swabey, Company Secretary, Smith & Nephew
Ben Mathews, Group Company Secretary, HSBC
Rob Bellhouse, Company Secretary and Head of Legal, Lonmin
Guy Jubb, Global Head of Governance and Stewardship, Standard Life Investments
Freddie Woolfe, Head of UK Engagement at Hermes Fund Managers
Andrew Ninian, Head of Corporate Governance, Association of British Insurers (ABI)
Rebecca Vine, Head of Corporate Governance, Fidelity




Break-out sessions: choose from one of the workshop sessions below:

Audit tender

This workshop will consider:

  • How to conduct an effective audit tender.
  • Reporting on the company’s intentions and plans to conduct an audit tender process.

Adrian de Souza, Group General Counsel and Company Secretary, Land Securities
Nick Powell, Audit Partner, EY

Managing cyber risk

This workshop will consider:

  • Examining the tactics that companies are adopting to deal with the increasing threat of cybercrime to business.
  • How to identify and mitigate the risks of cybercrime.
  • Practical strategies for reporting on cybercrime.

Simon Kendall, Assistant Director, Cyber Security, Department for Business, Innovation & Skills (BIS)
Jane Jenkins, Partner, Freshfields Bruckhaus Deringer
Simon Placks, Director - UK Cybercrime Investigations, EY

Shareholder activism

This workshop will consider:

  • The goals of activist shareholders and the tactics they are currently using to pursue an activist agenda.
  • Practical strategies to prepare your company today for a meeting requisition request or other challenges from activist shareholders.
  • How to respond to an identified challenge from an activist shareholder.

Emily Carey, Corporate Governance, Company Secretary's Office, BP
Helen Bradley, Partner, Baker & McKenzie
John Heaton, consultant, Equiniti

Board evaluation: What really matters

This workshop will consider:

  • Appointing an external facilitator.
  • External facilitation: the options, pros and cons.
  • Changing the focus: maintaining rigour and vigour through different approaches.
  • Setting it out: the level of disclosure in the annual report on the board's evaluation and its development plan.

Jonathan Hayward, Co-founder and Director, Independent Audit
Nicola Snook, Company Secretary, Legal, British American Tobacco


Dematerialisation is being mandated at European level. This session will look at the impact of the new legislation, its timing and the actions issuers need to take to be ready for this major change. The session will consider:

  • When dematerialisation is expected to take effect.
  • What dematerialisation will mean in practice.
  • How the model for dematerialisation is progressing.
  • How communication to shareholders should be managed and from when.

Susan Swabey, Company Secretary, Smith & Nephew
Michael Kempe, Chief Development Officer, Capita

Voting: Investor engagement in the face of complex voting chains and binding votes

This session will offer practical advice regarding the operation of the UK voting process and will consider:

  • How the voting system works.
  • The impact of complex voting chains on investor engagement, especially in light of binding votes.
  • Opportunities to increase transparency and certainty in the voting process; including vote delivery, voting insight, and vote confirmation.

Jon Ford, Director, Head of UK Business Development, Broadridge
Peter Swabey, Policy & Research Director, ICSA
Judith Tomalin, Assistant Company Secretary, BP

2.30pm Tea break

Recent enforcement activity by the FSA/FCA

  • Practical implications of recent enforcement actions.
  • Examining the changes in culture and approach to issuers.

Steve Allen, Company Secretary, BG Group
Nicholas Holmes, Partner, Ashurst
Nick Donald, Head of UK Equity Capital Markets and Managing Director of HSBC Bank plc


Chairman and company secretary: working together more effectively

  • Ensuring good information flow.
  • Assisting with induction and training.
  • Building mutual trust with the chairman.

Ken Olisa, OBE, Chairman of Restoration Partners


Closing comments from Chair.


End of Forum followed by drinks reception.


Rosemary Martin

Rosemary Martin

Group General Counsel and Company Secretary, Vodafone, and GC100 Vice Chair

Rosemary was appointed Group General Counsel and Company Secretary of Vodafone Group in March 2010. She previously served as CEO of the Practical Law Group, having spent 11 years with Reuters Group Plc in various company secretary and legal roles - the last five years as Group General Counsel and Company Secretary.

Before joining Reuters, she was a partner with Mayer, Brown, Rowe & Maw. Rosemary was admitted as a solicitor in 1984 and holds a degree in Philosophy and Literature and an MBA in Legal Practice. She is a non-executive director of HSBC Bank Plc (the European arm of HSBC Group), a member of the Financial Services Authority’s Listing Group Advisory Committee and a member of the Institute of Chartered Accountants of England and Wales Corporate Governance Committee.

Glen Moreno

Glen Moreno

Deputy Chairman, Financial Reporting Council, (FRC) (Keynote)

Glen Moreno is chairman of Pearson, deputy chairman of the Financial Reporting Council and a director of Fidelity International. Until May 2012 he was deputy chairman and senior independent director of Lloyds Banking Group. Until mid 2009 he was senior independent director of Man Group plc and acting chairman of UKFI. From 1987 to 1991 he was chief executive of Fidelity International. Before that he was a group executive at Citigroup, where he spent 18 years in Europe and Asia.

He is a governor of The Ditchley Foundation and a director of the Royal Academy of Dramatic Art.

Richard Carter

Richard Carter

Director, Business Environment, Department for Business Innovation and Skills (BIS)

Richard Carter leads the government’s work on company law, audit, accounting and corporate governance. He also works with other government departments on issues such as business needs for finance, banking and tax.

He is a career civil servant, and previously worked on the Companies Act 1989, the Companies (Audit, Investigations and Community Enterprise) Act 2004 and the preparation of the Companies Act 2006.

David Jackson

David Jackson

Company Secretary, BP, GC100 Vice Chair

David Jackson is Company Secretary at BP, and has held that position since July 2003. He is actively involved with the Board and its Committees in the development of corporate governance. Previously he was General Counsel and Company Secretary at PowerGen from 1989 to 2002 were he was responsible for all legal matters relating to the PowerGen Group of Companies and all company secretarial matters relating to the Board its committees and their corporate governance.

Prior to that David held a number of legal positions with Matthew Hall, AMEC, Chloride Group, Nestle UK and Barlow Lyde & Gilbert.

David is a Director of BP Pensions Trustees Limited.

David has an LLB (Hons) from the University of Bristol.

Susan Swabey

Susan Swabey

Company Secretary, Smith & Nephew

Susan Swabey has been Company Secretary of Smith & Nephew since May 2009, having previously held senior company secretarial roles at Amersham and Prudential.

Susan's experience covers Board support, corporate governance, corporate transactions, share registration, listing obligations, corporate social responsibility, pensions, insurance and employee and executive share plans.

Susan is a frequent speaker at conferences and seminars and sits on a number of industry working groups including the GC100 Executive Committee and the CBI Companies Committee reviewing and commenting on new market developments. She has a particular interest in registration and settlement matters.

Rob Bellhouse

Rob Bellhouse

Company Secretary & Head of Legal, Lonmin PLC

Rob Bellhouse has been Company Secretary and Head of Legal of Lonmin Plc since June 2003. Lonmin mines and refines platinum group metals in South Africa where it employs 28,000 people. The company has a premium listing in London and a secondary listing on the Johannesburg Stock Exchange.

Rob is based in London and has overall responsibility for all board, board committee and corporate governance matters throughout Lonmin, as well as a very broad range of company secretarial and legal duties, including managing the company’s ethics programme, share plans and HR for the top 20 executives, and the company’s nine UK employees.

He is a member of the Executive Committee of the GC100 and also serves on the Chairman’s Committee of the ICSA Company Secretaries Forum.

Ben Mathews

Ben Mathews

Company Secretary, HSBC

Ben Mathews was appointed Group Company Secretary of HSBC Holdings plc on 1 July 2013.

Ben joined HSBC from Rio Tinto, where he had been Company Secretary since 2007, managing the dual listings in London and Sydney. Before that, he spent over five years with BG Group, the leading natural gas producer. He has extensive experience in international corporates, mergers and acquisitions, corporate governance and share listing across a range of companies. He qualified as a chartered company secretary with PricewaterhouseCoopers in London.

He graduated with honours in European Studies and French. After a period of postgraduate study he was elected as a Fellow of the Institute of Chartered Secretaries and Administrators.

Steve Allen

Steve Allen

Company Secretary, BG Group plc

Steve Allen is a qualified lawyer. Before joining BG Group in 2005, he worked as a corporate lawyer in private practice in London. Prior to becoming Company Secretary in May 2011, he held a number of roles within the Group’s Legal department and was Chief Counsel, Corporate from 2008. In that role, he led the team providing legal support for corporate functions.

As Company Secretary at BG Group, Steve is responsible for advising the board, through the chairman, on all governance matters. All directors have access to his advice and service, and he is responsible for ensuring that board procedures are complied with. He is a member of the Group Governance and Risk Management committees.

Chris Hodge

Chris Hodge

Director of Corporate Governance, Financial Reporting Council FRC

Chris Hodge is Director of Corporate Governance at the Financial Reporting Council, the independent regulator responsible for promoting high-quality corporate governance and reporting to foster investment.

Chris is responsible for updating and monitoring the effectiveness of the UK Corporate Governance Code, which sets governance standards for companies listed in the UK, and for related guidance to boards on topics such as risk management, internal control and the role of audit committees.

He is also responsible for the UK Stewardship Code, which sets out principles to be followed by institutional investors in order to enhance their engagement with the companies in which they invest.

Chris chairs the European Corporate Governance Codes Network, a group of organisations responsible for their national corporate governance codes in European Union and European Economic Area countries.

Guy Jubb

Guy Jubb

Global Head of Governance and Stewardship, Standard Life Investments

Guy Jubb has a career spanning merchant banking, corporate finance, venture capital and fund management in London, New York and his home town of Edinburgh. He is the global leader of Standard Life Investments’ Governance and Stewardship Team, which he pioneered in 1992, and was recently described by The Times as "one of the City’s most influential fund managers".

Guy plays a leading role in developing and implementing best practice in corporate governance and stewardship. He is co-chair of the Conference Board’s European Corporate Governance Council, the Global Auditor Investor Dialogue and the GC100 Investor Working Group.

Carol Shutkever

Carol Shutkever

Partner, Herbert Smith Freehills

Carol Shutkever concentrates on providing technical advice on corporate law and listed company regulation, with a particular focus on corporate governance issues. Her role includes analysing new law and regulation and ensuring that the firm is at the forefront of corporate law and practice.

Carol has broad experience in corporate and commercial transactions, equity fundraisings, M&A and financial services regulation.

She is a member of several United Kingdom Law Society company law working parties, a member of the advisory board for Gore-Browne on Companies and a contributor to Buckley on the Companies Act.

Nilufer Von Bismarck

Nilufer von Bismarck

Partner, Slaughter and May

Nilufer von Bismarck has developed a wide corporate, commercial and financing practice, with a corporate client base ranging from large listed companies to small listed and unlisted companies. Her practice includes private and public mergers and acquisitions, joint ventures, IPOs and other UK Listing Authority work, financings, equity and debt capital markets transactions and corporate governance.

She has worked in a range of industries, including financial services, telecoms, pharmaceuticals, biotechnology, healthcare, infrastructure, retail and media.

Nicholas Holmes

Nicholas Holmes

Partner, Ashurst

Nicholas Holmes is a partner in the corporate department and heads up the Equity Capital Markets practice in London. He has wide experience advising both corporate clients and investment banks on a full range of cross-border corporate finance transactions. He specialises in international equity offerings, mergers and acquisitions, structured products and equity derivative work.

Prior to joining Ashurst, Nicholas worked at Freshfields. In 2005 he spent 9 nine months at Goldman Sachs working in Capital Markets.

He is ranked in band 1 for Capital Markets by Chambers and as a leading individual by the Legal 500. He also speaks fluent German. Nicholas is a member of the City of London Law Society Company Law Committee and is an adviser to the GC100 on Listing Rule matters.

Jane Jenkins

Jane Jenkins

Partner, Freshfields Bruckhaus Deringer

Jane Jenkins is co-head of the Defence Sector group at Freshfields Bruckhaus Deringer and has been a partner at the firm since 1996.

Jane is a member of the firm's cross-jurisdictional cyber security skills team advising on risk assessment, mitigation and crisis management. Her practice covers transactional, regulatory and contentious mandates. She is also legal adviser to the CBI and ICC’s task forces addressing public sector procurement and trade.

Andrew Ninian

Andrew Ninian

Assistant Director and Head of Corporate Governance, Association of British Insurers (ABI)

As head of Corporate Governance, Andrew Ninian is responsible for the ABI’s Institutional Voting Information Service (IVIS), as well as leading on corporate governance policy development and company engagement.

Andrew joined the ABI in 2005 as a Corporate Governance analyst and was promoted to head of IVIS in October 2011. Before joining ABI, Andrew was a Socially Responsible Investment analyst at HSBC, having joined HSBC's graduate scheme in 2001 after reading Economics at the University of Bath.

Rebecca Vine

Rebecca Vine

Head of Corporate Governance, Fidelity Worldwide Investment

Rebecca Vine is a senior manager in the Corporate Governance team at Fidelity. She joined the company in 2007 as an associate and she was promoted to her current role in March 2013.

Rebecca is responsible for governance and proxy voting for the UK. She is also responsible for engagements relating to executive remuneration.

Sallie Pilot

Sallie Pilot

Director of Research and Strategy, Black Sun

Sallie Pilot has been instrumental in developing and running Black Sun’s research programme and providing strategic corporate communications consultancy projects for a range of UK and international clients.

Sallie is a recognised commentator in corporate reporting, responsible for publishing a wide range of research reports, including Black Sun’s ‘Annual Analysis of FTSE 100 Corporate Reporting Trends’ for the last eight years. Sallie is a member of the FRC’s Financial Reporting Lab Steering Group, a member of two of ACCA’s Global Forums as well as a member of both the board and the Policy Committee of the IR Society.

Sallie supports the work of the IIRC with research to evidence the business case for integrated reporting and the Emerging Best Practice Database.

Nick Powell

Nick Powell

Audit Partner, EY

Nick joined EY with a degree in Mathematics and Computing from Kings College London and has spent time in our London and Reading offices. Nick is a client service partner based in London, having worked for many years in our European Technology Centre of Excellence in Reading. Nick is also an audit partner and serves a number of large and complex accounts. In these roles he ensures we provide the highest quality services to a number of our large and priority accounts.

Nick has worked with companies both large and small for over 20 years. During this time his portfolio has included some of our largest global and fast growth companies. He has also worked with a number of UK listed businesses guiding them on risk management, compliance and governance issues. Through our Technology focused events Nick has built a wide network of contacts across the UK Technology sector and regularly comments publicly on emerging trends within the sector and the implications for business.

Peter Swabey

Peter Swabey

Policy & Research Director, ICSA

Peter Swabey is Policy & Research Director at the Institute of Chartered Secretaries and Administrators (ICSA). Based in London, he is responsible for developing the profile of the Institute to members, regulators, policymakers, employers and other stakeholders by delivering thought leadership and lobbying campaigns aligned to ICSA strategy and promoting strong governance as the vital ingredient for success in organisations.

Peter, who joined ICSA in 2013, has almost 30 years’ experience of the share registration industry. He joins from Equiniti where he was Company Secretary and Industry Leadership Director; he was also a Director of Equiniti David Venus, Equiniti’s Company Secretarial Services provider. Peter is a member of the ICSA Company Secretary’s Forum, the CBI Companies Committee, the QCA Corporate Governance Expert Group and the Shareholder Voting Working Group, as well as being an Alternate Member of the Takeover Panel and a past Chairman of the ICSA Registrars Group.

A history graduate, and Fellow of ICSA, Peter is a regular speaker at industry conferences and events, with an industry-wide reputation as an expert on shareholder and corporate governance matters.

Michael Kempe

Michael Kempe

Chief Development Officer, Capita Asset Services

Michael Kempe is Chief Development Officer within Shareholder solutions, responsible for corporate and shareholder solutions, product development, projects and industry issues.

Michael joined the board in July 2007, having previously worked at Euroclear. He is a key member of the ICSA Registrars Group.

Simon Placks

Simon Placks

Director - UK Cybercrime Investigations, EY

Simon Placks is a Director in the Fraud Investigation & Dispute Services (FIDS) practice of EY. He leads the UK Cybercrime Investigations team, providing investigative services in areas such as network intrusion, advanced persistent threat, intellectual property theft and software piracy. Simon has led numerous high profile cybercrime investigations across the globe with specific emphasis on large-scale breaches for multinationals. He holds a PhD in Computer Science from the University of Durham and a LLM in IT and Telecommunications law.

Jon Ford

Jon Ford

Director, Head of UK Business Development, Broadridge

Formerly with Thomson Financial and the London Stock Exchange, Jonathan was most recently Client Director at Investis, Europe’s leading consultancy in Online Corporate Communications and Investor Relations, where he had responsibility for some of the UK’s largest companies, including Rolls-Royce plc, Vodafone plc and Tesco plc. Jonathan now spearheads the development of Broadridge’s investor communication solutions business in the UK and Ireland, in particular helping investors and issuers to maximise communications, increase transparency and identify cost-savings in the proxy voting space. There is a growing focus in the UK for increased transparency and disclosure through initiatives such as The Stewardship Code, and Broadridge has the solutions and domain experience to help firms meet this ongoing requirement.

Helen Bradley

Helen Bradley

Corporate Partner, Baker & McKenzie

Helen Bradley is a corporate partner in Baker & McKenzie and a member of the London office Management Committee. She advises on all aspects of corporate finance work, general corporate advisory and UK equity capital markets. Helen was seconded to The Panel on Takeovers and Mergers in May 2000 and is listed in The Lawyer's Hot 100 for 2007.

Adrian De Souza

Adrian de Souza

Group General Counsel and Company Secretary, Land Securities

Adrian de Souza qualified as a solicitor in 1997. He specialised in corporate finance and M&A at Clifford Chance before joining SABMiller in 2004. Adrian worked in a number of global roles within SABMiller prior to joining Land Securities, the FTSE 100 commercial property group, as its Group General Counsel and Company Secretary in 2010.

Nick Donald

Nick Donald

Head of UK Equity Capital Markets and a Managing Director of HSBC Bank plc

Nick Donald is responsible for HSBC’s UK Equity Capital Markets business and has led the equity advisory team on the full range of equity and equity-linked transactions as well as contested and agreed M&A transactions. Recently he led HSBC’s team on capital raisings for Crest Nicholson, Lonmin, Redrow, Melrose, Lamprell, Yule Catto, Prudential and Lloyds. He has acted as broker to many FTSE 100 and mid 250 companies.

Nick has 26 years’ experience in banking, 25 of which were at HSBC.

Jude Tomalin

Jude Tomalin

Assistant Company Secretary, BP

Jude Tomalin joined the Company Secretary’s Office at BP in 2001. She currently works on Corporate Reporting related activities, with specialist involvement in proxy, ADRs and electronic communications. Previously she has been responsible for aspects of Registrar and Depository Bank contracts, AGM planning and shareholder communications.

Jude is an Associate Member of the Institute of Chartered Secretaries and Administrators, a member of the Shareholder Voting Working Group and holds a degree in Engineering Acoustics.

Ken Olisa

Ken Olisa

OBE, Chairman of Restoration Partners

Ken Olisa, OBE is Chairman of Restoration Partners, a boutique technology merchant bank which he founded that offers advisory services to technology companies. Ken is also a NED of Thomson Reuters and joined the board of The Institute of Directors as a Non-Executive Director in April 2013 and he is currently Non-executive Chairman of Outsourcery Plc who successfully floated on AIM in May 2013. He additionally serves on the board of, or advises, several early stage private technology companies. He has previously served on the board of ENRC from 2007 to 2011 and of Open Text Corporation from 1998 to 2008.

Ken is a Freeman of the City of London; Deputy Master of the Worshipful Company of Information Technologists; a Director of the Thomson Reuters Foundation; Chairman of Thames Reach (a charity working to shelter and resettle the homeless in London for which he received an OBE in 2010); a Vice President of BCS, the Chartered Institute for IT; a past member of the Government’s Women’s Enterprise Taskforce and was an inaugural Postal Services Commissioner from 2001 to 2004 and a member of IPSA (Independent Parliamentary Standard Authority) until 2013. He was named 2009 Sunday Times UK Not for Profit Non Executive Director of the year and one of the Top 50 most influential people in UK IT in 2011.

Emily Carey

Emily Carey

Corporate Governance, Company Secretary's Office, BP

Emily Carey is the Head of Governance at BP p.l.c. She advises the Board as part of the Company Secretary's Office, particularly in relation to the group's corporate governance activities, corporate reporting and investor relations on governance issues. She is also Secretary to the Audit and Results Committees and BP’s International Advisory Board.

Before joining BP, Ms. Carey worked for Shell where she held a variety of financial and commercial roles and also chaired the UK Offshore Operators Association (UKOOA) Gas Group.

Ms. Carey is a Chartered Management Accountant (CIMA) and has a BA Hons from Cambridge University and an MSc Regulatory Economics and Law from the London School of Economics. She also holds a Certificate in Investor Relations (CIR) from the IR Society.

Freddie Woolfe

Freddie Woolfe

Head of EOS UK

Freddie Woolfe joined Hermes in 2008 and heads up EOS’ UK desk. Focused on long-term value creation and preservation through active ownership he and his team meet and challenges leaders of some of the largest companies in the UK on ESG, strategic and financial issues. He also has a strong interest in sustainability integration, both within the investment process and at the corporate level. Before joining Hermes, Freddie worked in the Fraud Risk and Security office at a large UK bank.

Simon Kendall

Simon Kendall

Assistant Director – Cyber Security, Department for Business, Innovation & Skills (BIS)

Simon Kendall is a career civil servant. Currently working out of BIS, he is developing policy in support of the UK cyber security strategy.

In 1996 he joined ECGD, the UK government's official export credit agency. In 2000 he was appointed Assistant Trade Commissioner to the British Consulate-General in Hong Kong. This was followed by further overseas postings as First Secretary to the British Embassy in Berlin and as HM Consul-General for Southern Germany.

More recently Simon has worked on counter-terrorism policy in the Office for Security and Counter-Terrorism in the Home Office.

John Heaton

John Heaton

Consultant, Equiniti

John had been in the Lloyds Bank Group for more than 30 years, over a third of which were with Lloyds TSB Registrars in a variety of senior management roles before the sale of that business to Equiniti in 2007. He switched to his current consultancy role in the second half of 2009.

He reduced this work whilst running the 2011 Census in West Sussex but as that involves a potential 9 year career break...

...he has picked up this work again across a range of industry issues; he has been a member of the Institute of Chartered Secretaries and Administrators Registrars' Group for a number of years, having chaired it from 2003 to 2005. He also sits on a number of other industry bodies.

John writes and speaks on a wide range of share registration topics for a number of organisations / publications.


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Date: 19 November 2013

Location: Marriott Grosvenor Square Hotel

Grosvenor Square, London, W1K 6JP

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Ernst & Young

Ernst & Young

EY is a global leader in assurance, tax, transactions and advisory services. Our 167,000 people are united by our shared values, which inspire our people worldwide and guide them to do the right thing, and our commitment to quality, which is embedded in who we are and everything we do.

EY is committed to doing its part in building a better working world for our people, for our clients and for our communities.

Slaughter and May

Slaughter and May

Slaughter and May is a leading international law firm with a worldwide corporate, commercial and financing practice. The firm provides its clients with a professional service of the highest calibre, combining technical excellence with commercial awareness and a practical constructive approach to legal issues. It advises more FTSE 100 and FTSE 250 companies than any other law firm. Internationally the firm works in seamless integrated teams with the best lawyers around the world to deliver a global legal service tailored to the specific needs of the client.

Baker & McKenzie

Baker & McKenzie

Baker & McKenzie defined the global law firm in the 20th century, and we are redefining it to meet the challenges of the global economy in the 21st. We bring to matters the instinctively global perspective and deep market knowledge and insights of more than 4,000 locally admitted lawyers in 72 offices worldwide. We have a distinctive global way of thinking, working and behaving – "fluency" – across borders, issues and practices. We understand the challenges of the global economy because we have been at the forefront of its evolution. Since 1949, we have advised leading corporations on the issues of today’s integrated world market. We have cultivated the culture, commercial pragmatism and technical and interpersonal skills required to deliver a world-class service tailored to the preferences of world-class clients worldwide.



Freshfields is a global law firm with a track record of successfully supporting the world’s leading national and multinational corporations, financial institutions and investors, as well as governments and their agencies. We work on groundbreaking and business-critical mandates for established organisations, as well as advise those just developing their business or beginning to operate in new markets.

Our 2,500 lawyers work worldwide through our network of 28 offices and alongside leading local firms. They combine their top-notch legal skills and judgement with an utter determination to find the best solution – no matter how demanding the timeframe or how complex the challenge.

Herbert Smith Freehills

Herbert Smith Freehills

Herbert Smith is a leading, full-service, international commercial law firm with an outstanding reputation for high-value transactional advice and a leading market position for dispute resolution. Our clients are mainly prominent global and national businesses that we serve from a network of offices in Asia, Europe and the Middle East.

We also advise clients on their finance, real estate, competition, tax, and employment, pensions and incentives matters and are acknowledged as leaders in a number of industry sectors, including energy and natural resources, and financial institutions.

On 1 October 2012, Herbert Smith will merge with leading Australian law firm Freehills to form Herbert Smith Freehills.



Ashurst is a leading international law firm advising corporates, financial institutions and governments, with core businesses in corporate, finance, energy, resources and infrastructure. The firm provides a consistently high quality, commercially relevant and seamless client service worldwide to its large portfolio of FTSE 100 and FTSE 250 clients. With 25 offices in 14 countries, as well as associated offices in Jakarta and Jeddah and a top tier international practice group for India, Ashurst clients benefit from the international insight and expertise of a global network combined with local market knowledge.



With over 50 years' experience in share registration, employee benefits and retail investment services; Equiniti is the UK's undisputed market leader.

We act as registrar for around 700 companies of all sizes including around 50 per cent of the FTSE 100. Equiniti offers unrivalled expertise and is committed to bringing you the very best possible service now and in the future. We have a strong belief in creating longstanding partnerships to meet and exceed your expectations.

Thanks to our extensive expertise, you can be sure we will manage your register and employee plans efficiently and effectively.



Broadridge is a technology services company focused on global capital markets. Broadridge is a market leader enabling secure and accurate processing of information for communications and securities transactions among issuers, investors and financial intermediaries. Broadridge builds the infrastructure that underpins proxy services for over 90% of public companies and mutual funds in North America; processes more than $4.5 trillion in fixed income and equity trades per day; and saves companies billions annually through its technology solutions.

Capita Asset Services

Capita Registrars

Capita Asset Services support you in managing your organisation. Our complete end to end offering covers back and front office functions from administration to strategic financial management. Our teams are professionally qualified and have specialist experience in a range of markets, industries and jurisdictions. You can choose the level of support you need; ranging from a fully outsourced service to a one-off project.

Independent Audit Limited

Independent Audit Limited

Independent Audit are leading advisors for board, governance and assurance effectiveness. We have worked with many FTSE100 and FTSE250 companies, pension funds, charities and public sector organisations.

Our integrated services are unique: we provide full external reviews of the Board, committees, risk governance, internal audit, external audit and behaviour & ethics, assessing how different parts of the governance structure are working and how well they link up, or looking in detail at specific governance and assurance issues.

And if you are looking for an economical alternative to full external review or wanting to undertake an internal review, our leading web-based service, Thinking Board, could be just what you’re looking for.



Used by one-third of the Fortune 500, BoardVantage is making the paperless boardroom a reality. As leaders in iPad innovation, we are setting the bar for the director mobile experience, and as experts in process capture, we are driving the shift from book access to board process. BoardVantage consistently meets the security standards of enterprise IT departments, including those of major financial institutions.



Over 3200 boards and 68,000 individual directors, executives and administrators worldwide rely on Diligent Boardbooks Limited. to speed and simplify how board materials are produced, communicated and viewed. As the world's most widely used board portal for the iPad and browser, Diligent Boardbooks® has pioneered ease of use, stringent security, and superior training and support since 2001. Our wide range of customers in Europe includes 40 of the FTSE100 in the UK. We also serve 308 of the Fortune 1000 in the US. Our ranking in the 2012 Deloitte Technology Fast 500 places us among the fastest growing technology companies in America. Diligent has offices located in New York (headquarters), London, Sydney, Christchurch, Singapore and Hong Kong.

For more information and to find out how Diligent can help your business, please visit www.boardbooks.com



Founded in 1968 and headquartered in St. Paul, Minn., Merrill Corporation (www.merrillcorp.com) is a leading provider of outsourced solutions for complex business communication and information management. Merrill’s services include document and data management, litigation support, language translation services, fulfilment, imaging and printing. Merrill serves the corporate, legal, financial services, insurance and real estate markets. With more than 5,000 people in over 40 domestic and 22 international locations, Merrill empowers the communications of the world’s leading organisations.

TMF Group

TMF Group

With operations in more than 75 countries, TMF Group is a leading global provider of high-value business services to clients operating and investing globally. In the UK, we have a strong professional team consisting of specialists in accounting, company secretarial, taxation and payroll services, serving both local and international clients. We assist companies with a wide range of corporate secretarial services including:

  • Incorporation and registration of legal entities
  • Maintaining statutory records or submitting reports to central banks or local registries
  • Organising and recording of board and shareholder meetings
  • Acting as a local process agent for your company
  • Supporting group reorganisations and legal entity rationalisation
  • IPO support
  • Secondments and interim resources

HL Trad

HL Trad

HL TRAD is a leading international translation company, providing specialist language services exclusively to legal and financial professionals through our offices in London, Paris, Brussels and Geneva.

Our dedicated account managers are on hand 7 days a week to handle urgent translation requests, working closely with our experienced project management team and global network of expert legal and financial translators. Covering over 100 language combinations and offering sworn and certified translations, HL TRAD is the language services provider of choice for many top tier law firms and financial institutions across the UK and Europe.

Edis Bates

Edis Bates

Edis-Bates Associates is a consultancy working primarily with boards and company secretaries of UK listed PLCs. It provides continuing professional development for PLC boards and company secretaries, and conducts board performance evaluations for FTSE 350 companies.

The firm, led by Jon Edis-Bates, also advises on UK governance practice and supports company secretaries in a number of areas - from drafting board papers to writing sections of the annual report. As a result of its strong network amongst the company secretarial community, the practice also conducts executive searches for senior company secretaries.

Contact us on 01923 335335 or at www.edis-bates.com

Boxall Wallace Williams


BWW brings together five of the market’s most well known, trusted consultants to form an independent agency focussing 100% on the recruitment of company secretarial staff. The BWW team offers the most knowledgeable resource you can hope to find in this niche area of recruitment. We have advised the market for over 20 years, and many individuals and companies rely on our in depth expertise.



CSS is a niche recruitment services provider specialising in the appointment of Company Secretaries, Corporate Governance specialists and their teams since 1988. We have a comprehensive understanding of the profession built on our strong, mutually-supportive relationships with our candidates and clients. We firmly believe that the company secretarial/corporate governance world is at a key stage in its development - rising in profile and influence - and we are keen to play a key role in shaping and extending the scope and potential of all those within it and served by it, by delivering innovative resourcing solutions to meet these growing demands.

Thomson Reuters Accelus

Thomson Reuters Accelus

Thomson Reuters Accelus is a comprehensive suite of solutions specifically built to address the governance, risk and compliance challenges faced by the boardroom, and their legal, compliance, audit, and risk management professionals. Empower strategic decision-making with BoardLink, a secure, easy-to-use board solution that enhances communication and improves board performance.

BoardLink is a Web-based portal with an optional iPad app that allows company secretaries and board members to communicate effectively in a secure environment.

BoardLink makes board pack compilation and distribution much easier for company secretaries. With an intuitive, streamlined interface and centralised archive, BoardLink organises and clarifies information for company secretaries and board members so they can focus on the business.



Computershare is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications.

The unparalleled expertise of our people, our continued investment in technology, our excellent customer service and our geographical spread mean that we have market leading offerings across the diverse range of our businesses.

Many of the world’s leading organisations use us to streamline and maximise the value of relationships with their investors, employees, creditors and customers. In the UK alone, Computershare has over 800 registry clients.

Computershare is represented in all major financial markets and has over 12,000 employees worldwide.

Oakwood Corporate Services

Oakwood Corporate Services

Oakwood Corporate Services is a leading, independent, specialist provider of company secretarial, corporate governance and compliance services. With a wealth of experience and specialist expertise, Oakwood is the chosen provider of company secretarial services to a broad range of corporate clients, including UK and US-listed groups, private equity-backed companies, SMEs and not-for-profit organisations.

Providing a City law firm-quality, outsourced company secretarial compliance service, which reduces the administrative burden and minimises risk for our clients, Oakwood offers a partner-led service, technical excellence and cutting-edge systems, with fixed fees at highly competitive rates.

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