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Jul 31, 2008

Leading the way to better governance

Networking leads to better understanding of issues

They say sharing is caring. And it is true. But it is a lot more than that. Every year for the past 62 years, the Society of Corporate Secretaries and Governance Professionals has convened its members for a national conference. And every year attendees go home with a better understanding of the issues affecting their companies – and with a very real sense that they are not alone.

Always held in more than comfortable surrounds, the 2008 conference was no different with the Boca Raton Resort and Club playing host. Despite the idyllic surrounds, the close proximity of at least two excellent golf courses, and an extensive social program, this was by no means a vacation for conference-goers.

Perhaps the most telling sign of the serious nature of the content to come and the need for Society members to network and develop efficient best practices came even before the conference had officially started.

As has become tradition over the past several years, the organizers put on a handful of pre-conference workshops. While some attendees braved the already oppressive 8 am heat for the golf tournament, those seeking a different kind of unwinding were able to attend the first workshop, ‘Managing stress’. This important workshop was led by Dr Janet Taylor, clinical instructor of psychiatry at Columbia University-Harlem Hospital, who ran participants through the ‘seven tools for stress management.’ With the corporate secretary’s office now responsible for so many serious tasks, stress management is extremely important, and also a clever way to get the conference started.

Of course, Dr Taylor’s session was not the only stress reliever on hand. In what is proving to be a very popular addition to the social aspect of the conference Carolyn Coffey again hosted early morning pilates classes for all those early risers looking for a little limbering up before a solid day of learning and networking. In addition to her duties as compliance consultant at long-time conference sponsor Corporation Service Company, Coffey is owner of Kerr Gulch Pilates which makes her well-qualified to take attendees through their paces. I must admit, however, that the 7 am time slot meant I was not able (or willing) to attend. Sorry Carolyn, maybe I will make the effort next year.

But the event was not all about social activities. The title of the conference this year was ‘Hot issues in corporate governance’ and that is exactly what most attendees came for. Many of the panels did indeed address some of the hottest new topics in governance. Two of the most popular panels were Wednesday afternoon’s breakout session, ‘Notice and Access – 2008 experience, 2009 planning’, and the ‘XBRL – what you need to know’ topic from Thursday. With XBRL data tagging likely to be compulsory for many companies in 2009, most corporate secretaries were eager to hear the latest thought leadership regarding the reporting language. James Brashear, partner at Haynes and Boone and former corporate secretary at Sabre Holdings, Michelle Savage, vice president of adoption and communication at XBRL US, and John Truzzolino, director of e-solutions at RR Donnelley, took attendees through the most important points to ensure a company is not only fully compliant but also reaping benefits in terms of communications and investor relations.

No governance related conference would be complete without an examination of ‘Proxy advisory and governance rating agencies’. The role of the rating agencies and their relationship with both the companies they rate and the institutions that buy their advice have attracted significant debate over the past few years and 2008 has been no exception. This year saw some challenging but controlled commentary for the panel of Douglas Chia, senior counsel and assistant corporate secretary at Johnson & Johnson, Carol Bowie, head of RiskMetrics’ governance institute, Robert McCormick, vice president of proxy research and operations at Glass Lewis, and Howard Sherman, chief operating officer of GovernanceMetrics International. It is no secret that governance rating agencies are not overly popular with some of the corporate representatives and some of the questions aimed at the panel made this clear. But it appears that after some intensive outreach and a somewhat more flexible approach to assessing governance conditions at corporations, the relationship may be starting to improve.

Apart from tackling the ‘breaking’ issues, the national conference also featured a number of perennial favorites. Pension funds and shareholder activist issues proved popular, along with ‘Best practices in minute writing’, as well as the SEC update, which was delivered by John White, director of the SEC’s division of corporation finance.

For the qualification-minded, many of the conference sessions were certified for CLE credits, including the pre-conference workshop, ‘Ethics, law and corporate governance’, led by Ronald Duska, Charles Lamont post chair of ethics and the professions at the American College in Bryn Mawr, PA. For non-lawyers, CPA and paralegal credits were available. Also, RiskMetrics recognizes the event and gives credit toward its Corporate Governance Quotient for directors of public companies.

In between the packed business schedule, and the extensive social activities, two leading names entertained and informed the group with tales from their careers and perspectives on where things might be going. Firstly, Michael Oxley, former congressman and SOX co-author, presented the opening address. He discussed the progression of his namesake Act and the work he is now doing as vice chairman of NASDAQ, where he spends a considerable amount of time taking the governance gospel to new markets overseas.

Bob Woodward, Pulitzer Prize-winning journalist and co-author of such bestsellers as All the President’s Men and The Final Days, delivered the luncheon address. His tales of presidential power and the inner chambers in Washington (plus a good dose of humor) kept attendees talking long after lunch.

All corporate secretaries, whether they are Society members or not, should keep the national conference high on their priority list. The well thought-out combination of cutting-edge challenges and classic everyday issues along with an outstanding social calendar make it a must for anyone working in the governance space. So for those of you who like to plan ahead, you should book your tickets to San Diego and the Hotel del Coronado, which will host the 2009 event.

Brendan Sheehan

Brendan Sheehan is the former Executive Editor at Corporate Secretary magazine, and is a leading expert in public company governance and compliance. He regularly lectures on cutting edge governance, risk and compliance issues and is a regular...