Michael Saunders
Governance Consultant
Michael qualified as a Company Secretary in 1995 whilst working for the London International Insurance and Reinsurance Market Association. As Assistant Company Secretary, as well as the usual regulatory functions of AGMs and EGMs, the role was to organise and minute the many committees and sub-committees for this Trade body working in the London Market. During this period he worked closely with CEOs and CFOs of major reinsurers in the City, in particular Swiss Re, Eagle Star Re, and Zurich Re, amongst others, advising and helping them when it came to their time to become Chairman of any particular Committee.
Co-Sec on Demand, Governance Frameworks, Subsidiary Governance, Gap Analysis
Experience
In 1999, he joined Ballast Plc, as Assistant Secretary. This construction and property development company was highly successful in what was then a fairly recent model for developing infrastructure, namely PFI. After some significant changes at senior management level, he was appointed Company Secretary and also Chairman of the Company’s DB pension scheme. In due course, the Dutch parent company, listed on the Amsterdam Stock Exchange, withdrew its financial support entirely from the UK and the company went into Administration.
From 2006 until his retirement from full-time employment, Michael worked as Company Secretary in organisations involved in delivering PFI/PPP infrastructure projects. Firstly, for Mill Group starting, on what felt like his first day, with the first ‘Building Schools for the Future’ contract for Bristol schools, then Mill Asset Management Group, then as Company Secretary for Semperian. Michael then managed a team of qualified and part-qualified company secretaries in providing a service to the many project companies in the portfolio. In Michael’s executive role as Secretary he worked closely with the Board of Directors, Audit, Investment and Remuneration Committees, and with the company lawyers, and Shareholder appointed directors when it came to regulatory compliance issues, structural changes, and director training.
Prior to 1995, Michael worked in the finance department of Construction companies, C.V Buchan (a subsidiary of Fairclough/AMEC) and Higgs and Hill, and also in Saudi Arabia and Egypt. He has been a school governor for his son’s SEN school, and a secretary to certain charities.
Service Areas
Co-Sec on Demand
Drawing on his years of experience working in the private sector, Michael can hit the ground running, supporting your Company in delivering the secretariat function at whatever level is required. He is accustomed to working at Main Board level with the Directors, Chair, and Shareholder representatives, or is equally at home in maintaining routine compliance and filing requirements.
Governance Frameworks
Michael has worked on the development or re-drafting of governance documentation. At different stages in the life of a company, there may be a different emphasis. He has worked where large groups need to maintain an already established, functioning, governance structure and has worked in circumstances when a company is facing financial difficulties, and the governance structure and routine has to be closely managed accordingly.
Subsidiary Governance
During his career, Michael has been tasked with reducing the number of subsidiaries in large unwieldy group structures, or in developing new structures through incorporations and acquisitions. In construction groups or the PFI universe, the very minimum is probably two companies for any project and potentially more. Each company then exists in the regulatory framework for which there is an overhead cost, and therefore the group needs to be cost efficient.
Gap Analysis
In established companies, Michael has carried out reviews of governance documentation and agreements, and reviewed how compliance is working in line with those. He has then introduced new routines if necessary, including the implementation of new laws and regulations.