Determining best practice in corporate governance is a difficult task. Each company faces different challenges, and therefore takes a slightly different approach to ensuring it is serving its stakeholders effectively and remaining compliant. To make things even more complicated, most of what governance, legal and compliance teams do happens behind closed doors.
To help us select the best governance practitioners in the country, Corporate Secretary again assembled a list of esteemed experts from all sides of the governance arena. The 2009 panel numbered eight people, five of whom also served on the inaugural judging panel. The new additions this year were Dennis Johnson, Michael Oxley and Carol Strickland.
Kenneth Bertsch, executive director and head of corporate governance, Morgan Stanley Investment Management
Kenneth Bertsch joined Morgan Stanley Investment Management in December 2006, where he is responsible for corporate governance policy and proxy voting practices. Previously, he led the corporate governance analysis team for fundamental corporate and financial institution ratings at Moody’s Investors Service. Prior to this he was director of corporate governance at TIAA-CREF, where he coordinated a program to review governance structures and practice at US portfolio companies.
Roel Campos, partner in charge of Cooley Godward Kronish’s Washington, DC office
Roel Campos is a member of the litigation department and joined the firm in 2007. Before that he was an SEC commissioner from August 2002 until mid-2007. For four years he was the SEC’s liaison to the international regulatory community. While at the commission, Campos became one of the best-known regulators in the world. As vice chair of the International Organization of Securities Commissions’ technical committee, he developed productive relationships with securities regulators in Europe, Asia, Australia and Latin America.
Campos also facilitated development of international auditing and accounting standards through his work as chair of the monitoring group. Prior to being nominated to the commission, he was one of two principal owner-executives of El Dorado Communications, a radio broadcasting company.
John Castellani, president, Business Roundtable
As president of the Business Roundtable, an association of chief executive officers of companies with combined annual revenues of $4.5 trillion, John Castellani has led efforts on key public policy issues, from trade expansion to civil justice reform to fiscal policy.
Significant areas of activity in this role have included contributions to the passage of the Sarbanes-Oxley corporate governance reforms and development of the Business Roundtable Institute for Corporate Ethics. Before joining the Business Roundtable, Castellani was executive vice president of Tenneco.
Michael Oxley, former congressman and chairman of the House Financial Services Committee, currently counsel at Baker Hostetler and senior adviser to the board of directors of NASDAQ OMX Group
After a 25-year career representing Ohio’s Fourth Congressional District, Michael Oxley is best known for co-authoring the landmark Sarbanes-Oxley Act of 2002, which restored Americans’ confidence in the capital markets early in the decade and created a new accounting oversight board for publicly traded companies.
From 2001 through 2006, Oxley was chairman of the House Financial Services Committee, which consolidated the jurisdiction of all financial services industries in one panel for the first time in the history of the House in 2001. The committee’s scope included banking, insurance, securities and exchanges, housing and monetary policy.
Oxley led the panel in the aftermath of the tech bubble, during the post-9/11 period, and through the rash of corporate scandals early in the decade that destroyed investor confidence and sent the markets into a tailspin.
Carol Strickland, formerly chairman of the Society of Corporate Secretaries and Governance Professionals and president of the New York chapter, currently corporate secretary and chief administrative officer, EverPower
Prior to joining EverPower, Carol Strickland was corporate secretary and chief of staff at US Trust Corporation, where she was responsible for all board-related matters and for managing the agenda for the firm’s management committee and other senior leadership team meetings.
She also managed the US Trust Corporation Foundation and the special services area, which included events, conferences, travel and promotional items. Before its acquisition by Charles Schwab, Strickland was also responsible for US Trust’s shareholder relations and stock option administration. She retired in 2007 after 25 years as corporate secretary.
Strickland was named a YMCA Woman Achiever in 1997 and also serves as trustee emeritus of Greenwich House.
Charles Elson, director of the John Weinberg Center for Corporate Governance at the University of Delaware
Charles Elson is also counsel to Holland & Knight and was a professor of law at Stetson University College of Law in St Petersburg, Florida from 1990 until 2001.
Additionally, he has served as an adviser and consultant to Towers Perrin, and as a director at Circon Corporation, Sunbeam, Nuevo Energy and Alderwoods Group. He is currently a board member of AutoZone and HealthSouth.
Dennis Johnson, managing director, Shamrock Capital Advisors
Prior to joining Shamrock in 2008, Dennis Johnson was a senior portfolio manager in charge of global corporate governance for the California Public Employees’ Retirement System. He has 28 years of global investment management and corporate governance experience.
He has served as chairman of the board of directors for the Council of Institutional Investors and on the board of the National Association of Corporate Directors (NACD), northern California chapter.
Johnson is a member of the SEC Investor Advisory Committee, the CFA Society of Los Angeles and the NACD. He currently serves on the board of Texas Industries and Mattel Children’s Hospital at UCLA.
Norman Veasey, senior partner, Weil Gotshal & Manges, former Chief Justice of Delaware
Norman Veasey is a strategic adviser to Weil Gotshal & Manges’ roster of global clients on issues related to M&A, restructuring and litigation. He also advises on corporate governance issues involving the responsibilities of corporate directors in complex financial transactions and crisis management. He stepped down from the Delaware Supreme Court in May 2004 after 12 years’ service.