Managing a governance transition for Syneos Health

Jan 29, 2019
Courtney Schuster Kamlet of Syneos Health was named governance professional of the year (small to mid-cap) at the Corporate Governance Awards

It’s been quite a year or so for Courtney Schuster Kamlet, assistant general counsel for corporate and governance at Syneos Health, a multinational research and clinical studies company based in Raleigh, North Carolina. For most of 2017 she was still working at INC Research, which merged with inVentiv Health that August to become INC Research/inVentiv Health – only to then change its name to Syneos Health in January 2018.

The merger meant Kamlet went from managing governance issues for a company with roughly 6,700 employees to one with around 23,000 workers. She was instrumental in conducting premerger due diligence and then had to manage a transition in corporate governance terms to what – as she describes it – was essentially a new public company.

Kamlet now oversees all corporate governance activities of Syneos subsidiaries globally, including M&A and other corporate transactions, and works with a range of in-house teams such as tax, accounting and human resources.

As part of her work in setting up the ‘new’ company, Kamlet had to get to know a newly configured board, launch a new proxy process, prepare for an AGM, ramp up shareholder engagement to ensure investors understood what was happening and educate the board on a range of issues. She has also had to help manage changes in the C-suite, including having an interim corporate secretary and general counsel and an interim chief financial officer.

As part of her efforts to keep the board up to date on issues it needs to understand, Kamlet in 2017 organized a day-long learning session for board directors immediately ahead of their quarterly meeting. The all-day format, featuring the whole board, was in addition to the usual practice of giving quarterly updates to the company’s nominating and corporate governance committee, and covered both general corporate governance updates and a look at the increasing focus on ESG matters. ‘I think it’s a valuable exercise for any company,’ Kamlet comments.

Outside of her work at Syneos Health, she is actively involved in the broader governance community. This past year she was asked to join the Society for Corporate Governance’s board of directors for a four-year term. In that role, she works with the audit committee and membership chapters. She also helps the society to assess the SEC’s agenda to determine where the organization can be more usefully engaged. In 2017 she served as the society’s vice president and program chair for the southeastern chapter, overseeing content and programing.

‘[Kamlet] is uniquely suited to be an expert in corporate governance. She is a former SEC division of corporation staff member with a combination of private law firm experience in two major law practices and inhouse experience with complex global organizations,’ an external nomination states. ‘She is very board-savvy and well versed in all corporate securities, corporate secretarial and governance activities with a broad [range] of experience across several legal disciplines.’

This article originally appeared in the latest Corporate Secretary special report. Click here to view the full publication.


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