Carol Ward shares her thoughts on her recent Lifetime Achievement Award in Corporate Governance.
I was very honored to be recognized at Corporate Secretary magazine’s 2019 Corporate Governance Awards dinner with a Lifetime Achievement Award. This post attempts to capture a few thoughts from my impromptu acceptance speech and add one or two more.
Corporate governance is very much a team sport. No one does it well alone.
A corporate secretary is reliant on colleagues within and well beyond the Legal Department. Partnering with Compensation can mean a better outcome on Say on Pay, with Finance can make for a smoother, less costly bond issuance, with External Reporting can produce a clearer, more concise 10-K, with Investor Relations can build an investor engagement program that generates meaningful communication.
Beyond the confines of the company, a corporate secretary needs and benefits from the expertise of investors, outside counsel and service providers of all sorts (among them transfer agents, proxy solicitors, strategic advisors, software vendors (who provide tools to automate board planning, compliance, board postings and subsidiary records). Building effective partnerships with these individuals and their organizations increase one’s efficiency and impact – and improve outcomes for your company.
Membership in the Society for Corporate Governance is another reliable way to build a network of experts on whom you can call for help (Yes, there is such a thing as a Corporate Governance Emergency!) and with whom you can share in return. (Look into the Society’s new Certified Corporate Governance Professional designation!)
Because corporate governance is a team sport, coaching is involved. So many people helped me! I am eternally grateful to them all. I have tried to pay it forward and urge others to do so as well – and one need not wait until one is senior in an organization to do so. At any level of your company, create opportunities to spread the word about corporate governance. Speak at brown bag sessions for development programs. Invite members of rotational development programs onto the corporate secretary’s team for a year or two. They will learn about the board, stock compensation, investor engagement, and securities laws – all good things to know as they rise through the ranks and manage others. Create a one-hour “Public Company Boot Camp” that covers board basics, fundamentals of disclosure (“materiality,” 8-Ks, GAAP/Non-GAAP, Reg. FD, insider trading and company policies. Hold “Boot Camp” whenever an executive is elevated to Executive Officer/Section 16 Officer status and at a quarterly Legal (this is good stuff for the commercial lawyers to know!), Finance or Compensation Town Hall. Whenever and whoever will have you. Offer to be a mentor – and weave corporate governance into your discussions.
Share learnings (not confidential information) beyond your company, with others in the corporate governance space. We improve together. Find early career professionals outside your company to mentor and coach. See an interesting article, share it. Sharing can also take more formal forms. Be a panelist at a local or regional or national conference – or at a service provider event.
With your time and funds, support organizations devoted to furthering research and education (at all levels – from undergrads to professionals to directors) regarding longstanding and evolving corporate governance topics.
While I am grateful to have received this amazing award, I am not done just yet. My latest “pay it forward” initiative is FORESIGHT — the first end-to-end corporate governance software solution. FORESIGHT does for agenda planning and meeting management what portals did for board mailings. It provides a framework to simplify board planning and governance compliance, generate draft minutes, and analytics to improve board effectiveness and decision-making. Moving from 80,000 plus employees to a tech start-up has been an education but also an opportunity I am grateful to have and share.
Corporate governance is a team sport. Play well. Play nicely. Pay it forward.
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