Life-long commitment to governance
Peggy Foran, chief governance officer, vice president and corporate secretary at Prudential, is a legend in corporate governance. She’s known as an innovator: an early champion of the use of plain English in corporate disclosures, she was one of the first to see the proxy statement as a valuable communication tool that could be made more useful by including colorful graphics and charts.
Her introduction to governance came while working at JPMorgan, where she assisted the CEO and served as vice president, assistant general counsel and assistant secretary from 1988 to 1996. From there she moved to ITT Corp, where her skills as a securities M&A lawyer were in demand for the governance work the firm’s CEO was engaged in. But it was at Pfizer, which she says was known as one of the best companies for governance, that she learned the most. ‘Terry Gallagher was the first vice president of corporate governance,’ Foran recalls. ‘I was able to work with him and really expand the firm’s program.’
The key to her success is her love of communication and willingness to talk to and learn from everyone, no matter what side of the aisle they’re on. She joined the Council of Institutional Investors (CII) when it was fairly new to learn what governance was about. Becoming a corporate member of CII was significant because it allowed her to bring Pfizer’s CEO and even some of the board members to meet with Sarah Teslik, who was leading the body at the time, and some of CII’s members. ‘Instead of having a wall between you, you were able to talk face to face, which made a tremendous amount of sense,’ Foran says.
In those days, board members didn’t go on the road; there was little information exchanged between them and investors. Boardrooms were closed and directors weren’t at liberty to discuss their objectives. Foran saw a need to change that. ‘In my role I was fortunate because truly understanding what people wanted or felt they needed and why they wanted or needed it allowed me to think through certain issues and present them to senior management and the board,’ she explains. ‘I was able to communicate and explain this to boards that would adopt things early.’
Take majority voting for directors, for example, which people call the Pfizer model because Pfizer adopted it early. And Foran was instrumental in Prudential being the first company to adopt proxy access without getting a shareholder proposal.
She considers herself lucky to have met and learned from some of the wisest people in governance, including Peter Clapman and Nell Minow, both former lifetime achievement honorees. And she’s become a mentor to others, which she sees as another learning opportunity: ‘We all need to help each other.’
This article appeared in the winter 2016- 2015 print issue of Corporate Secretary Magazine