Society of Corporate Secretaries & Governance Professionals - In A Challenging Time

Monday, April 5, 2010 - 01:00

The Editor interviews David W. Smith, President, Society of Corporate Secretaries & Governance Professionals ("Society").

Editor: Why is this a challenging time?

Smith: Like everybody else in business, today's economic challenges pose a combination of issues for us. We must determine how we commit our personnel and other resources to continue to provide important programs and other necessary information to our members. We are facing the tension between what is economically feasible and what has to continue to make us a vital organization for our members. Thus far, we have been successful in paring down and controlling expenses while maintaining the delivery of services to our members.

Editor: How are you coping with these challenges?

Smith: We have not been immune from the things that have affected our economy. We have had a tough economic environment to deal with, and we have had to respond in the most responsible way, not only to provide continuing services to our members, but also to preserve the long-term health of the organization.

Fortunately, we have been able to cope with the explosion in the number of issues confronting Corporate America that flow through the corporate secretary's office. Life was fairly simple when our members' principal concerns were the courts, the stock exchanges and the SEC. Although we are not a lobbying organization, we must spend more time monitoring legislation that might affect governance and the required disclosures of our members' companies. Our members are gatekeepers and filters of governance and other challenges facing corporations. They look to us to help them deliver, in some meaningful synthesized way, the message to the board, so that the board can make informed decisions.

Editor: How has the Society managed in these difficult times to continue to offer quality services to its members?

Smith : My feeling is that there is no organization like ours that can deliver more services in tough times for the benefit of our members, such as corporate secretaries, governance executives, corporate counsels and their respective corporations. We are the best value you can imagine, in part, because we have a two-tier membership. Currently, primary members pay $545 a year and additional members from the same company pay $395 each. If you make just one call to the national office and receive an answer to a question, you could save an hour of outside counsel's time, which pays for your membership. You receive practical advice, which is our hallmark. We are a good value at all times, and particularly so in tough times.

Although we have not been immune from the difficulties of the environment, we are able to do our work. We believe that organizations similar to us, such as the NACD, ACC and NIRI have suffered as well in terms of loss of membership. Revenue from events is down because people are unable to attend as their organizations have cut back on travel. We all are struggling with those issues. We have taken some very major steps to address our challenges.

Organizationally, we have made some changes to position ourselves to continue to be the number one go-to place for corporate secretaries and governance professionals. To do that, we need to have the very best people on our staff, and so we've augmented our personnel.

Our two most important areas are information gathering and information dissemination. The volume of information has doubled, if not quadrupled, in the past few years. In response, we hired Darla Stuckey, an attorney formerly with Weil Gotshal & Manges, the New York Stock Exchange (NYSE) and the American Express Company. She joined us as senior vice president in charge of policy and advocacy. Darla is focusing on the important issues that affect our members and their companies. She is on top of all the current issues, so we are very pleased to have her on board.

Then there is our bread-and-butter issue, membership, which consists of membership marketing, membership retention, membership growth and membership services. To address that area, we hired Terri Bartlett. Trained as an attorney, she worked at the Direct Marketing Association for 17 years. She is very familiar with membership marketing, membership growth and development, and membership retention.

We have 11 people running a fairly sizable organization with 24 chapters and about three thousand members, so we are a pretty lean team. But I am pleased that we have very good people in place. We have had very little turnover, which I think is a credit to the organization and to our membership. Our financial executive is Dan Engel, and our technology expert is Russell Benesaraf. We have Suzanne Walker and Ophelia King who handle conferences, teleconferences, CLE credits, chapter affairs and webinars.

Editor: Tell us about your programs.

Smith : We have our major national conference, and we have an Essentials seminar, our basic course, which we have been presenting for over 40 years. We do more teleconferences now, and we have more online email communications to our members on a regular basis. This year is the first time our Issues Update seminar, which we've done for 34 years, was done as a webinar. It was presented from a studio in New York and was a very successful undertaking. It's our way of stepping into the future of how we communicate with our members.

One of the things we're still committed to is networking. Getting our members together face-to-face to discuss issues is accomplished primarily by local chapter meetings, as in-person contact is still the key element of this organization. However, we are moving quite rapidly into a much more technological delivery of information to our members, hence saving hotel and travel expenses. It's not a revolution; it's an evolution, and we're trying to balance the two in a way that makes sense for our membership.

Editor: Can you tell us how your organization is structured?

Smith: To deal with all these many issues, we are organized through our national office and through our committee structure. We have a chair of the board, elected from the membership, who serves a one-year term. I am President and CEO with the staff members reporting to me. We have a board of 24 people, composed of eight members elected each year for a three-year term. We have a Securities Law Committee, a Corporate Practices Committee, an Educational Programs Committee, a Policy and Advocacy Committee, and an Audit and Finance Committee, each with its own chair.

The board has at least four meetings a year, The Audit and Finance Committee meets at least twice a year. The Policy and Advocacy Committee meets at least four times a year by telephone, and there are reports that are given to the full board between meetings. The other committees also meet during the year, mostly by telephone. We believe that we keep on top of issues and share information with the people who are decision makers at their companies.

Editor: Tell us about your annual national conference.

Smith: Our national conference is our premier event each year. This year it will be July 7-11 in Chicago. We are excited about our program, which includes SEC Chair Mary Schapiro and Deputy Chief of Staff, Kayla Gillen. The event is also family friendly, and our members and their children will be able to take advantage of all the Windy City has to offer. Chicago is a great city, centrally located and reasonable from a cost perspective.

Editor: What are some of the other high points of this year's conference?

Smith: We are going to have a great program. For example, Thursday morning is going to focus on current issues and challenges from a director's point of view. We are thrilled to have Mellody Hobson, President of Ariel Investments, as an opening speaker. We also have invited some prominent directors for that program.

Throughout the meeting, we will have good nuts and bolts information about how corporate secretaries and governance professionals deal with shareholders, the retail and institutional vote, and how to handle annual meetings and drafting proxy statements.

We expect to have programs on minutes as well as some of the other important issues of the day, such as compensation issues, proxy voting mechanics, proxy advisory firms, shareholder access to the proxy statement, and other legislative and regulatory matters.

We also will address how disclosures were made in last year's proxy statements on risk assessment and on the environment. The program includes our normal level break-out panels that will be of specific interest to more groups, including small and mid-cap companies and private or not-for-profit companies. We also will have time for our members to network and visit with our sponsors.