Corporate Secretary talks to the incoming and outgoing chairs of the Society of Corporate Secretaries and Governance Professionals
When it comes to running a board, Paul Washington, outgoing chair of the Society of Corporate Secretaries and Governance Professionals (the Society), has learned that ‘the chair is just one member of the board. You can’t just say, Let it be done, and have it be done,’ he laughs.
Those who prefer to think of teamwork as ‘people who do as I say’ may be tempted to file this advice away in the easier-said-than-done category. At the Society, however, this sentiment is more than just hot air. ‘One of the most important long-term steps the Society board has taken this year involved reducing the role of the chairman in a way that allows for greater continuity and ensures the Society isn’t just responding to the wishes of the individual chair, who changes year to year,’ says Washington.
All change
Indeed, the Society’s goals for the upcoming year focus on continuing the trajectory mapped out during Washington’s predecessor Craig Mallick’s tenure as chair. As Washington worked to continue fleshing out these goals, he says, ‘I have come to have a better appreciation of the need for sustained effort. The work of any board needs to be accomplished over time, and during the last year I think we’ve made really good progress building on what had been done before, and I think we’ve set the stage pretty well for the next year.’
Ready to take that stage is chair-elect Kathy Combs, who will officially receive the proverbial torch at the Society’s annual conference in July. Combs has more than 20 years’ experience in the governance world as senior vice president, deputy general counsel and corporate secretary at Exelon and corporate secretary at one of Exelon’s predecessors, PECO. Although she recently retired, her myriad responsibilities, ranging from governance and SEC reporting to ethics and compliance and shareholder services, reflect the ever-expanding role of the corporate secretary. ‘This is an exciting time at the Society,’ she says. ‘There is more energy and a greater commitment to improvement now than I have seen since becoming a member.’
The past year was something of a ‘perfect storm’, as Washington describes it. ‘We knew it was going to be a challenging year in terms of the agenda in Washington, and we knew it would be a challenging year in terms of the economy,’ he says. The Society has navigated the
turmoil remarkably well: for the first time since 2007, membership is on the rise and, despite some difficult decisions, the fiscal year opened with a balanced budget.
This past year, as chair of the board’s nominating and governance committee, Combs has been busy working to strengthen – or, as she puts it, ‘to strategize’– the Society’s leadership development program. She has been culling lists and compiling names of people who have expressed interest in taking on a leadership position and ensuring those people receive the training and exposure necessary to prepare them for an eventual board position. Her end goal is to create a more rigorous leadership development program – a program that is open to all, and not, as she jokes, ‘just friends of Kathy’.
In addition, these soon-to-be board members will be serving longer terms: in a recent change, the board voted to extend its terms from three years to four. ‘It’s very important for the continuity of the board,’ explains Washington. ‘If someone serves for just three years, during the first year he or she is just figuring out the lay of the land. The second year is core productivity, and by the time that person gets to the third year, he or she is on the way out; so it’s hard to have sustained attention as a board if one third of the members are changing every year.’
A new chapter
Aside from leadership development, chapter members can expect some exciting new changes. During Washington’s tenure a task force was deployed to evaluate each chapter and identify what the local associations needed more of from the board. The feedback, Combs says, ‘is good ideas, simple and logical, and we’re going to try to implement the recommendations.’
One interesting suggestion is to allow members to join chapters outside of their geographic location and attend meetings virtually. ‘Previously it was just assumed you’d join the chapter closest to you,’ she says. ‘But for some people the program at, say, the San Francisco chapter is more relevant than their local chapter.’
On the advocacy front, the Society does not want to be known as the governance resource only by its members, but by the legislative and regulatory authorities as well. This year, Washington says, ‘was a banner year in some ways in corporate governance’, and the Society is stepping up its advocacy efforts. In fact, a new board committee – the policy advisory committee – has been created to oversee the Society’s positions on public policy matters. ‘It’s an organizational change we’ve made that has enabled us to be more nimble and responsive in addressing policy matters as they come up,’ Washington remarks.
Combs is careful to underscore the point that ‘we are not lobbyists. We are not seeking headlines in the Wall Street Journal’. Washington agrees: ‘This is part of a long-term effort to strengthen relationships with policy makers. We want members of Congress to know that the Society is a unique source of information about corporate governance and that we can provide objective, non-ideological advice.’
When it comes to executing these goals, both Washington and Combs pass the credit to the board. ‘My most important role as chair is to ensure board members have the information they need, when they need it. It’s the same thing I did as corporate secretary,’ Combs says. Looking back on his term as chair, Washington adds, ‘One of the best parts was the opportunity to work with an extraordinary board of directors. In fact, if people out there are recruiting for corporate boards, I have some very good people to recommend.’
