Corporate Secretaries And Corporate Governance Professionals Chairing The Society Of Corporate Secretaries & Governance Professionals During A Year Of Change

Friday, April 1, 2005 - 01:00

The Editor interviewsKathleen M. Gibson, Chairman, Society of Corporate Secretaries & Governance Professionals and Vice President,Secretary and Corporate Governance Officer of Prudential Financial.

Editor: Please tell us about your background and professional experience.

Gibson: I grew up in Philadelphia and attended Temple University and Harvard Law School.I started my career as a securities lawyer and gradually became more involved in the corporate secretarial function.I served as a corporate secretary or assistant secretary at a number of different public companies, moving around due to various mergers.I joined Prudential Financial in 2002 as corporate secretary and was given the additional title of corporate governance officer in 2004.

Editor: Please tell us about the parallel career you have had with what, until recently, was known as the American Society of Corporate Secretaries.

Gibson: I have been a member of the Society since 1994 and in my experience its greatest strength is the practical information it provides, both formally through educational programs and informally through the ability to exchange ideas with colleagues in other organizations.The Society is also well respected by regulatory bodies for the practical advice our members offer to regulatory bodies like the SEC and the NYSE.Our Securities Law Committee frequently comments on SEC rule proposals. Recently, a number of our members have worked with the NYSE in developing a web-based system for filing various compliance documents.

Editor: What services does the Society provide to its members? Has this changed over the time you have been a member?

Gibson: I don't think the primary mission or the benefits of the Society have changed during my tenure, but I do think the information its members require has increased exponentially.Some of the additional responsibilities of a corporate secretary may include: identifying governance trends and best practices; monitoring externally assigned governance ratings and voting policies of institutional investors and serving as agent for the board with respect to the receipt of communications from shareholders.

Editor: What are the principal factors contributing to the increased responsibilities of corporate secretaries?

Gibson: Partially due to the high-profile corporate scandals over the past few years and the resulting new legal and regulatory requirements, the workload of the corporate secretary has increased, as has the workload of directors. While there are positive aspects to this increase in scrutiny and diligence, it is often a delicate balance for directors to meet these ever-increasing requirements and focus on their other core duties of oversight - such as long term strategic planning.

I believe this presents an expanded opportunity for a corporate secretary to assist the board by keeping them informed regarding developments related to corporate governance and assisting them in developing processes and procedures to better fulfill their varied responsibilities.

Editor: What was the most significant reason for changing the Society's name?What were some of the other highpoints of your term as chairman?

Gibson: The increase in responsibilities of a corporate secretary was the primary force behind our name change.While the foundation for this was laid by my predecessor, Peggy Foran, the actual implementation of the change was the highlight of my chairmanship to date. From a pure "fun" perspective, as the chair of the Society, I will have the opportunity over the next few weeks to ring the opening bell of the NYSE to celebrate the launch of their web-based filing system. On a more serious note, I am proud of the Society's efforts over the past year to provide members with real-time information and programs related to significant developments, such as the WorldCom and Enron settlements.

Editor: In a corporate world vitally concerned with compliance, where do you see the corporate secretary fitting in?

Gibson: With respect to compliance, the corporate secretary obviously plays a role in those aspects of compliance that touch the board. For example, a corporate secretary needs to be familiar with the recent changes to the Sentencing Guidelines that specifically require various reports to the board. We offered a three-day compliance-oriented seminar in January entitled "Essentials of the Corporate Secretarial Function After Sarbanes-Oxley," and before that produced a one-day version of the program for the World Bank. A shortened version will also be a feature of our National Conference in June.

Some of the Society's members are also compliance officers - but one size doesn't fit all.Depending on the nature of a company's business, "compliance" may take many forms and involve many different regulatory bodies, such as the FDA or the NASD. The challenge for the Society is to focus our efforts on providing assistance to our members in those areas of compliance that have the most impact on the corporate secretarial function, and, if we discover that an increasing number of our members are wearing broader compliance hats in providing networking opportunities for those members.

Editor: What about relationships? Should the positions of corporate secretary and general counsel be held by the same person?

Gibson: With respect to relationships within organizations, I again feel strongly that there is no one size fits all answer.In many large or complex organizations, it makes sense for the roles of the corporate secretary and general counsel to be separate because of the demands of those positions.Whether the roles are held by one individual or are separated, it is imperative for the secretary and the general counsel to work in partnership with each other.While there is a good deal of substantive knowledge required of a corporate secretary, you will never be successful in that position if you are not skilled at working in partnership with others - in particular, with senior management, board members and shareholders.

Editor: What opportunities does the Society offer to members to get more deeply involved?

Gibson: Members participate in our national committees like the Corporate Practices Committee.An example of the important work of that committee is its current project to develop a process to monitor director independence. The goal is to overcome some of the difficulties encountered in tracking changes that may affect director independence. The Corporate Practices Committee and most other committees are open to all Society members.The only committee that is not completely open to all members is the Securities Law Committee which must be kept to a manageable size in order to permit its members to work effectively together to draft comment letters to the SEC and other regulatory bodies. Some committees use teleconferencing to accommodate the needs of busy people who may not have a travel budget. Emails and sharing law firm memos have also proved useful to our committees.

Editor: What role do the local chapters play?

Gibson: The role of the local chapters varies depending on their location and the number of members that are involved. They provide members with the opportunity to attend programs and to get to know each other and exchange ideas without traveling very far. The local chapters work closely with the national office to set up programs. This helps people who live in that geographic area to get some of the information that is provided in the Society's national programs, but without the need to travel to more distant locations.

Editor: The Society's National Conference is going to be held in Los Angeles in June. What is on the agenda? Does this National Conference reflect something of the reorientation of the Society toward compliance?

Gibson: Our National Conference with the theme "New Beginnings - New Opportunities" will be held in Los Angeles on June 22-26, 2005, at the Westin Century Plaza Hotel & Spa. The business program will include panels and presentations from regulators, Society members and other professionals.In addition to a mini-version of our Essentials program, we will also address several specific "compliance" related topics such as the Sentencing Guidelines and Managing Whistle Blower Complaints. Other topics include director education, director liability, disclosure issues and a number of new challenges faced by Society members.

Other opportunities for networking and education sponsored at a national level are available through our Essentials course as well as at our Issues Update. The Essentials course is usually held in January primarily for new corporate secretaries to provide them with needed information. The Issues Update is held every year before the proxy season to focus on issues coming up for that year's proxy statement. It is usually held in November before the director and officer questionnaires are sent out.

Editor: How can our readers learn more about the Society and its upcoming National Conference?

Gibson: If they are interested in joining the Society or learning more about the Society or its June National Conference, they should visit www. governanceprofessionals.org.