Corporate Secretary asked SCSGP leaders for their views about the challenges corporate secretaries face, and how they see the position evolving in the future.
One of the most valuable benefits of belonging to the Society of Corporate Secretaries and Governance Professionals (SCSGP) is the ability to draw on the expertise and insight of its members, particularly its leadership. The society’s current leaders, chairman Kenneth Wagner and chairman-elect Wendi Bickett, are both extremely talented, well-respected members of the governance community, as evidenced by their ascension to the top ranks of the SCSGP.
Wagner is vice president, assistant general counsel and chief compliance officer at St Louis, Missouri-headquartered Peabody Energy, where he leads the law department’s corporate and governance groups and manages the coal producer’s corporate governance, securities, compliance and ethics, and general corporate legal matters. His experience includes serving as in-house counsel for Bank of America, Goodrich and Bank One Corporation. He has also served as an attorney with Washington, DC law firm Arent Fox and as special counsel in the SEC’s division of corporation finance.
Wagner is an expert in the areas of compliance and ethics, serving as a member of the advisory board of the Emerson Ethics Center of Saint Louis University and as a faculty member of Consero’s Corporate Compliance & Ethics Forum.
Bickett is the assistant corporate secretary for Enterprise Products Partners in Houston, Texas, one of the largest publicly traded master limited partnerships and a provider of midstream energy services to producers and consumers of natural gas, crude oil and petrochemicals. She manages her company’s board relations and administration, Section 16 reporting, corporate governance, corporate records maintenance and subsidiary administration functions.
Previously, she served as the assistant corporate secretary for Reliant Energy and as the corporate secretary of Burlington Resources. She has been active and influential within the SCSGP for many years, and currently serves as chairman of its nominating and governance committee as well as being a member of the executive steering committee and the policy advisory committee.
Tapping into the experience Wagner and Bickett possess could come in handy in an age where changing technology, increasing regulation and new legal liabilities are redefining the rules governance professionals must adhere to on an almost daily basis. Corporate Secretary asked Wagner and Bickett for their views about the most pressing challenges corporate secretaries are facing today, and how they see the corporate secretary position evolving in the future.
What are your views on the top challenges facing governance professionals right now, and your advice on how they should meet those challenges?
KW: I believe the top challenge facing governance professionals at public companies is maintaining open lines of communication between the company and shareholders and between management and the board. The corporate secretary is ideally situated to manage these relationships, and needs to continually develop his or her skills in that area.
Another top challenge is resisting the desire by many activists for a ‘one size fits all’ solution to corporate governance and instead developing corporate governance practices that work best for a particular company. My third top challenge is coping with the new regulations coming out of Washington as a result of the Dodd-Frank Act.
In order to meet those challenges, governance professionals need to master both organizational and diplomatic skills so they can effectively represent their companies. They also need to keep up to date on developments in the law and best practices in order to effectively advise the board on these issues.
WB: I see the current challenges as being, firstly, increasing globalization and global stakes, including in global subsidiary management, and secondly, dealing effectively with shareholders, both in disclosure and engagement. The shareholder voice is louder than it once was, notably through say-on-pay matters. Related to this issue is effective communications with shareholders and with the broader public.
Ways to meet these challenges include investing in continuing education through webinars and conferences in order to stay on top of current happenings and approaches to the various issues out there. Also, by continual networking, the corporate secretary gains alternative perspectives and solutions to common challenges. It is much easier to be successful with the varied insights of our peers.
How will the corporate secretary’s role change over the next two years? Which skills will be most important for corporate secretaries to have in order to be most effective at their job?
WB: The role of the corporate secretary will continue to become more global in perspective. We will also continue to take on more responsibility, such as oversight of areas like compliance and ethics. The most important skill will be the ability to balance our many responsibilities while serving a number of constituents, including the board, senior management and stockholders. Exercising good judgment in all areas will also continue to be critical.
KW: Due to the increasing pace of regulation and the continuing migration of corporate governance practices from Europe to the US – such as having an independent board chair and say-on-pay issues – it is critical that corporate secretaries keep up to date on these developments. They must also effectively communicate these developments to the board on a timely basis, together with recommendations on how best to address them. I think many corporate secretaries will also find themselves involved in significantly greater shareholder outreach on issues such as say on pay.
As noted above, organizational and diplomatic skills are critical to the corporate secretary in carrying out his or her role. In addition, continuing education and networking through events organized by the SCSGP and other bodies is essential to being an effective adviser on corporate governance issues.
