A look back in time with: Ted Nicholls, Current Master of the Worshipful Company of Chartered Secretaries Administrators PART 1 & PART 2

As part of BWW’s series A look back in time with, Tom Wicker spoke with Ted Nicholls, covering his 40 years of experience within the industry and more. Read on for his insights into this ever-evolving role and a few good stories.

As current Master of the Worshipful Company of Chartered Secretaries Administrators (WCCSA), Ted Nicholl, 70, is company secretary royalty these days. But he started his career from the ground up and his experiences essentially encompass the modern history of the profession. He’s also unafraid to speak his mind, he says, as he emphasizes that he’s not speaking on behalf of the WCCSA during our telephone call. “It can be amusing at times,” he laughs down the line.

Nicholl was born in 1949, the eldest of five children from a working-class family in London’s East End. He left school at 18 “with three fairly good A-Levels.” There was, he says, “no probability of going to university. My Dad didn’t understand what it was all about.” He joined an insurance company but hated the exams. “When they told me that I had to take more, I looked for another job.”

He chuckles. “The amusing thing is that the extra exams they wanted me to take were the ICSA [now the Chartered Governance Institute] ones. It all comes around, doesn’t it?” Immediately, however, he got into commodity trading. By around the age of 25, he was running a dealing room in soft commodities. He started down his future career path when an unexpected death in the company saw his bosses instruct him to assume administrative responsibilities alongside trading.

“The owner, Joe, said something to me like: ‘As of Monday, your desk is at the other end of the office – or you don’t work here anymore.’ He knew how to talk to me”, laughs Nicholl. After a week, “he told me I’d better learn to do what I was doing. He told me to find a course and he’d pay for it.” Being a chartered accountant or lawyer was out – Nicholl wasn’t an articled clerk – “but there was this thing called a chartered secretary.”

He qualified after four years of study and 16 exams. During that time, he’d also got married and started a family. “I was studying three nights a week, doing evening classes,” he says. “With married life and young kids, it was a juggling act.” He’d also moved to another, family-ran commodities business. He considers himself lucky to have cut his teeth by working for two family-oriented companies that prized education.

“The boss there carried on paying my fees and bought my books, which was great,” says Nicholl. When his exam results arrived, his boss was the one who answered the phone when his wife rang to tell him. “She found herself talking to the company’s chairman and managing director, who instructed her to open the envelope.” The next thing he knew, “I get a phone call from a customer, congratulating me,” he says. “This chap said: ‘your boss is calling all these customers, telling them he’s got a qualified company secretary.’”

Nicholl believes that the company secretary was treated with more importance when he started work. He had encountered his first while working at the insurance company. “He was on the top floor of the building. He had the longest office I’d ever seen, with a deep pile carpet.” He found it “mildly amusing”, as an ex-grammar schoolboy, to have to wait to be told to enter. “I couldn’t hear him, as his desk was so far from the door.”

His post-qualifying responsibilities at the commodities business were “incredibly varied,” he says. “I was looking after the accounts. I was looking after HR. I was looking after cashflow. I was talking to our clients and our suppliers. Board meetings,  on occasion, consisted of the chairman’s son – who took over as managing director – and myself just in the car going somewhere.”

Nowadays, says Nicholl, “you feel as though you’re always looking over your shoulder, to comply with the latest Companies Act or governance guidelines. There’s almost a fear in some companies of a government inspector knocking on the door to check things.” But in the late 1970s and early 1980s, “there wasn’t that feeling. The whole idea was to carry on doing your business, make a profit and pay your staff and your taxes.”

His company “had to put in all the statistical returns that you still see today, but things were probably less complicated in terms of governance oversight as opposed to the tax.” He characterizes his relationship with his government inspector as “incredibly helpful. There wasn’t an adversarial feeling. If I had something I didn’t understand, maybe to do with VAT, I could phone him up and he would explain it to me and give me advice. You can still get that advice, but it’s harder these days.”

Nicholl’s next job was at the Australian agribusiness Elders, which would eventually merge with Edinburgh-based brewers Scottish & Newcastle. “I wasn’t directly the company secretary of the brewery, but I was the company secretary of just about everything else,” he says. “It appealed to my nosiness. I was out and about, visiting our various branch offices and some of these strange set-ups we had around the country.”

This was a big step up in his responsibilities. “When I talk to students, I explain to them that the company secretary is like a spider in the middle of a web,” he says. “Certainly, most things used to come through the company secretary’s office.” Ostensibly, when he visited Elders’ sites, it was to discuss the employee pension scheme. “But if there was ever a major insurance claim, I’d get a phone call from the insurance company saying, ‘we’ll see you on such-and-such a site at 9 am tomorrow’.”

Nicholl worked for Elders for three years. He left in 1990 when the business division was relocated to an office near the Tower of London. Following his divorce from his first wife, he had moved out of London to Northampton, to be near to his children. “Having to commute from the depths of Northamptonshire into central London and back – it couldn’t be done.”

He’d been in the company secretary sector for nearly 20 years by that point. “The personal friendships you had with suppliers and customers changed,” he says, reflecting on how the industry had altered in that time. “I don’t think it was as friendly or as innocent as it used to be. If you had a problem with someone, you’d probably take them to lunch. Now, you’d be quizzed about having an improper friendship or whatever.”

This was also, Nicholl says, “the start of the movement towards the most stringent codes of what you’d call ‘governance’ now.” The 1985 Companies Act – which superseded the original legislation from 1948 – coincided with high-profile scandals, like the Guinness share-trading fraud, which hit the press. “I think politicians took more views,” he says. “Generally, certainly in terms of the City and similar places, things began to tighten up.”

He became aware of “having to keep far more records.” The Act also more specifically differentiated the responsibilities and duties of a director from a company secretary. “It was far more like the culture of the American system, than a common law approach.”

But all of this took a back seat to the career roadblock that Nicholl hit as a consequence of the economic recession of the late 1980s and early 90s. This was unfortunately timed with Elders’ controlling shareholders seeking to buy out the company’s other shareholders. The business subsequently ran into difficulties. “The crash caused a lot of the business to retrench. My whole level of management was taken out,” he says.

After deciding not to relocate back to London, “believe it or not,” Nicholl says, “I went to work in a Debenhams warehouse because nobody wanted company secretaries. Nobody wanted people with admin skills.” However, after his general manager read his CV, he was quickly enlisted to sort out the new computer administrative system.

“I saw computers coming in from the day I started working,” he says. Initially mainly used to store insurance details, “by the time I got to the warehouse, desktop computers were keeping track of everything.” Like other industries, this “killed off a lot of jobs” in the company secretary sector. Without the need for company formation forms to be filled out by hand, and when one person could easily complete multiple formations, “the company secretary assistant-type roles began to disappear.”

Not long after taking on the responsibility for sorting out the warehouse computer system, Nicholl applied for – and got – the job of managing one of Debenhams’ major warehouse sites. This put him back on track. He found himself thinking: “I’d better get back to a proper job, one that doesn’t mean turning up at 6 am each day.”

But it wasn’t easy to find company secretarial work. “There weren’t the number of vacancies around,” he says. “And some of them were very, very specific in what they wanted.” He recalls one recruiter telling him that “I was unlikely ever to get a job again because I had no specialization.” He says this was the era in which company secretary responsibilities began to be split between registrars and general counsel. “I was told that generalists were finished.”

Ted Nicholl quickly proved the recruiter who said he would never work again without a specialism wrong, “because when you’re more of a generalist, like me,” he says, “you actually become a fairly useful administrator.”

PART 2

Tom Wicker continues looking back in time with Ted Nicholls. With 2000 around the corner he is just getting started, from Debenhams to the Hilton Empire, tips and tricks and much more.

“Someone told me this trick of, when your phone rings, smiling before you pick it up. It actually stopped me being grumpy.”

Around 2000, after “starting to feel ambitious again,” Ted left Debenhams and became the head of administration at the College of Optometrists. “It was fantastic. There were 14,000 optometrists in the UK.” While other department heads needed a basic understanding of optometry, Nicholl was essentially running account membership. “But I still had to know how to spell the words,” he laughs, “because I acted as secretary to many of the committees.”

He’d already joined the ICSA Council by this point, but this was the first time he’d worked for a membership organization. “I was a council member in one organization and an executive in another,” he says. He had to remind his staff at the College that “our members were more important than anything else. They had been trained with this idea that they were the profession.” Subsequently, he says, an optometrist visiting the College had noted “a lovely change. He said he felt really welcome.”

His focus on politeness comes, he says lightheartedly, from “not always being the most polite person myself – “especially not in the early morning. Someone told me this trick of, when your phone rings, smiling before you pick it up. It actually stopped me being grumpy.” Looking back, he remembers the College fondly for its “lovely atmosphere, lovely profession and lovely people.”

Nicholl’s next big role introduced him to a very different corporate culture experience at a key time for the increasingly globalized hospitality sector. From 2006 to 2012, he was company secretary of the 183 companies that comprised Hilton Hotels in the UK. He was also assistant secretary of Hilton International Co. – with oversight of 400 companies in Europe, the Middle East, Africa and Asia-Pacific – and assistant corporate secretary of all of the hotel chain’s US entities.

It was clear the working environment would be quite different from day one. “I turned up in a suit and tie – the whole works,” he says. “I met my head of department, who was this six-feet-tall, very thin American lawyer from Tennessee. We had this great chat before anyone else arrived. Just as I was leaving his room, he said: ‘Oh, Ted – get rid of the tie.’” He laughs. “That was the last time I wore a suit in the office unless we had visitors.”

Nicholl joined Hilton Hotels shortly after Hilton International had been reacquired in 2005 by the Hilton family – 38 years after Barron Hilton, son and successor to hotel founder Conrad, had sold it to Trans World Airlines. In 2007, Hilton Hotels was bought by private equity firm The Blackstone Group and subsequently renamed Hilton Worldwide (now Hilton, Inc).

“The US system is totally different to ours,” says Nicholl. “If they talk about a ‘company secretary’, they aren’t talking about someone of an incredibly high level; it’s normally a lawyer, and they don’t do the company secretary work that we understand. That drops down to someone at a very low level or they outsource it. There’s nothing in between the boardroom and assistant level.”

He relished the international responsibilities of his job. “Getting to understand different legal structures and why and how different countries do things is great,” he enthuses. Eastern Europe was, he says, “a biggie” for Hilton in that period. “Austria, Germany – the Americans didn’t understand any of the legal structures. Their understanding was closer to the French. I loved being able to do the investigation and talk to people.”

As assistant corporate secretary to “virtually all” the American companies under the Hilton umbrella, he was also able to “execute stuff for them outside the US,” he says. “For my A-Levels, I studied American history. I used to get on really well with people at my level over there, who loved that I knew something about America.”

Nicholl’s time with Hilton ended in the aftermath of headline-grabbing industrial espionage claims brought against the company by rival Starwood, alleging theft of confidential information. “The general counsel, a lovely guy, fell on his sword. They then brought in a new general counsel who decided to change things. It was decided that we did not need a company secretary,” he says wryly. “It could all be done by a paralegal.”

He gave retirement a good go after he left Hilton. However, at 62, “I just wasn’t old enough to retire,” he says. After six months at home “and being bored out of my tiny mind,” he began undertaking contract work. From 2012 onwards, he provided a range of administrative, governance and secretarial services to Sovereign Housing, Southern Housing, Travis Perkins, Shire Pharmaceuticals, Burberry Group and Centrica.

When his Centrica contract ended in 2019, he was ready to retire. “If I’d gone there ten years before, I’d have been happy to stay,” he says. “The people are great.” They offered him another contract, but the company’s headquarters in Windsor also made things difficult. “If it had been something like a non-exec director role, with six meetings a year, or whatever, I could maybe have done that.” However, as it stood, he knew it wouldn’t work.

He also knew that he was going to be Master of the WCCSA, an organization of which he’d been a member since 1999. “It was set up by a number of the great of the good of the ICSA,” he says. “At that time, a lot of company secretaries were in the City of London.” The WCCSA became one of 110 livery companies – each representing a City-based professional institute – in 1977.

“It was seen as a fairly little-known elite,” says Nicholl. “People tended to get invited to join.” At the time of its formation, he continues, “the ICSA was also shutting down its branch structure. It was definitely a replacement for the social life that those branches used to provide.”

He’d been aware of livery companies since his youth (his grammar school was linked to one) and he got “roped in fairly early on to act as secretary to the membership committee.” He laughs. “If you want an awful job, be the secretary to a group of company secretaries. It’s like being an accountant to a group of accountants.”

At the start, “I got mentored to a certain level by a lovely chap called Clifford,” he says. Clifford would review all his minutes and “return them to me with red or blue pen, changing the tense and changing the grammar. It took me 12 months to get one back that said ‘perfect’.”

For a while, the WCCSA was, says Nicholl, “a bit of a social club. But the age profile, because of the age of the people who set it up, was just getting higher and higher. People were dying without permission, which I think is really bad form,” he jokes. At his first event, the Master at that time said: “’ I’m glad you’ve joined, you’ve just brought the average age down.’ I was 50-something.”

Now Master in his own right, Nicholl is committed to upholding the WCCSA’s founding mission statement to deliver organizational leadership and support in every aspect of the profession – from the boardroom to education. “We are already working on a new strategy,” he says. He points to its apprenticeship schemes, “where we encourage people to aim for far more.”

Being installed as Master is one of the proudest moments of Nicholl’s career. “But that was more to do with the fact that I had six students from the two East End schools that we have connections with there. I made a promise that I would involve them in everything I do in my year,” he continues. “I’m actually a governor of one of the schools, which is in the same area my mother grew up.”

In the past seven years, the WCCSA has “been trying to find different ways to introduce itself and what it’s about to, predominantly, members of the ICSA,” he says. “Because the main membership of the livery must be members of the Institute.” However, he adds: “We are allowed a certain number of members who are not. That’s a sign of how the profession has contracted.”

The reasons for this reduction in ICSA numbers are something that Nicholl is happy to “get on my soapbox” about. He’s dismayed by how the original requirement, in the 1948 Companies Act, that “the only people who should be company secretaries of a listed company were members of the Institute” has been eroded by the addition of lawyers and accountants to the Act.

Also, he says, “they added the horrible clause: ‘And anyone else who, in the opinion of the directors…’. because there were people who had been working for a number of years who had no qualifications,” he explains. The company secretary sector hasn’t, he believes, “gotten away from that,” with negative consequences. “I don’t know whether we ever started to fight it.”

A qualification in law or accountancy alone doesn’t equip you for the wide-ranging responsibilities of being a company secretary. And expertise combined with practical experience is essential. “You need to do a few years working at it, to understand what a company secretary or chartered secretary is,” he says. “You need to build up a relationship with your own profession.”

Nicholl cares passionately about the company secretary profession, after a career spanning five decades and jobs at industry-leading companies at key moments in business history. In spite of the challenges it faces, including the consequences of COVID-19, the most compelling reason he would give to anyone considering a company secretary career is that “I still enjoy it. It’s a lot of fun. But don’t do it the way I did – go to university!”