Society Of Corporate Secretaries & Governance Professionals: Building A Future Honoring Its Past

Saturday, April 1, 2006 - 01:00

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

Editor: Last year, the Society changed its name to include a reference to "Governance Professionals." What has been the impact of this change?

Smith: The name change provides a better description of what our members do today. Even if they do not have the title, they most likely play the role of the chief governance officer for their companies and are actively concerned with compliance. Our members are involved in the big issues that have come in the wake of corporate scandals and the passage of Sarbanes-Oxley and the other legislative, regulatory and private sector responses to them. There was a lot of debate and thought given to the name change.

As the American Society of Corporate Secretaries, we used a tag line "Excellence in Corporate Governance." We felt that, given the increased emphasis on the governance function, it should be incorporated in the name itself. We have started to see growth resulting from that change as people who focus exclusively on the governance or compliance functions recognize that we provide a home for them. We are a very welcoming organization to any person who has involvement with those subjects, the secretarial function or the record keeping or the subsidiary management specialties - and we provide programs and activities that cover their interests.

We have close to 4,000 members representing about 2,800 public companies. We now have frequent teleconferences where we can have up to 1,500 listeners on a specific topic that we can cover in an hour's time. We have alerts that go out twice a month to our members covering recent developments. We have a newsletter. The name change goes along with a refocusing of some of our attention on the scope of what we do for our members and on ways in which we can better serve those with private companies, nonprofits and small and midcap companies - they too are experiencing the filter down effect of Sarbanes-Oxley. When we have our once a year Essentials Seminar, a fair number of attendees are from nonprofit and private companies. At one seminar, of the 225 people attending, close to 50 were from those kinds of organizations.

Editor: Can you tell us about the ways in which the Society interfaces with the SEC and the PCAOB?

Smith: One of the primary functions of our securities law committee is to interface with the SEC's Division of Corporation Finance. It meets each fall with Corp-Fin and, depending on the subject matter of that meeting, representatives from Market Regulation, Enforcement or the Chief Accountant's Office may also attend. The meeting is chaired by the chairman of our Securities Law Committee and by the director of Corp-Fin. The fall meeting is followed in the spring by another meeting at the SEC. At each of these meetings, we offer our views on pending rules and other matters concerning the SEC. If there is rulemaking pending on which we feel we have something to offer, we will express our views.

When there is proposed SEC rule making, it is highly likely that the securities law committee will bring together a group of members of the Committee to develop comments on the proposal for submission to the SEC. We are working hard right now to respond to the lengthy and detailed SEC executive compensation disclosure proposal with comments due on April 20. We believe the SEC values our input because our members are in the trenches and can help the SEC understand how a proposal will work in practice.

We have also developed a working relationship with the PCAOB and have begun to meet with them periodically. We have a subcommittee of the securities law committee focusing on issues at the Board.

Editor: What significance do surveys have for your members?

Smith: The surveys that we do now are really of great value to our members, maybe now more than ever before. We do surveys that cover a topic in great depth and breadth. We also do quick and highly targeted surveys when people need information very quickly. Where, for example, members are asked by a director or the CEO about perquisite disclosure practices, we can do a fast survey.

Benchmarking also takes place among members of our committees. If a committee member needs to know about a practice, they can survey the other members of that committee. Although speed may be of the essence, they always keep the National Office in the loop. We will then disseminate the results to the entire membership so that everyone gets the benefit. That's one of the positive things about the Internet.

Editor: Tell us about the work of your local and regional chapters?

Smith: We have 25 chapters around the country that vary in size. Where there is a good nucleus of members, the chapter is able to have regular in-person meetings and events. Some chapters struggle if they cover a wide geographic area. We are looking at ways that allow members of these chapters to participate by using technology. Nevertheless, we recognize that face to face contact is very important. We try to accomplish this by having fall conferences where the chapters get together and have two days of business meetings. These are well attended. Our committee meetings and our national conference which we have in late June provide opportunities for personal interaction. This year we will be in Philadelphia for our 60th annual national conference. We move our national conferences around the country so that all of our members have an opportunity to attend and participate.

Editor: Your committees also play an important role.

Smith: I have already commented on the role of the securities law committee. The corporate practices committee focuses on governance issues; it gives practical advice to our members about such things as drafting minutes, conducting shareholders meetings and dealing with the board and its committees. Then we have the public company affairs committee which covers issues unique to public companies, like dealings with stock transfer agents and matters relating to the proxy process. One of the interests of that committee is how to interact with the various rating agencies like Institutional Shareholder Services, Proxy Governance and Glass Lewis that look at corporations' governance structures and advise institutional shareholders how to vote their proxies. We have just established a committee on listing requirements which not only will provide useful information to our members but also will ensure a good working relationship between our leadership and the NYSE and NASDAQ.

In addition to those committees, we have an educational programs committee and a national conference committee. And, as with most other membership organizations, we have membership and audit and finance committees.

Editor: How do members exchange information?

Smith: We encourage our members to benchmark with one another. Exchanges of information can take place in one on one conversations or emails between members. They can also take place face to face at committee meetings. At chapter meetings there is always an opportunity for people to raise their hands and ask what others are doing. We are regularly initiating interchange through our surveys or serving as a gatekeeper for information. As I indicated earlier, even when informal benchmarking is taking place among the members of a particular committee, we are kept in the loop so that our members who are not involved get the benefit of the information.

Editor: Describe your publications.

Smith: Our publications are created by members to assist the entire membership in enhancing their job performance. We look closely at them to make sure that they are updated and that we cover new subjects as they come up. The national office is very involved in working with those who are putting together publications and helping to edit the materials. Instead of printing multiple copies of our publications, we have "publication on demand." We put publications online so that people can download them from our website as needed. If a publication needs to be revised, the online version can be edited the same day.

Editor: Why should our readers attend this year's national conference?

Smith: Both members and nonmembers can attend. It takes place in Philadelphia from June 28 through July 2. The theme of this year's national conference is "Building a Future, Honoring Our Past." We are proud of the fact that we have been in existence as an important organization for 60 years, but are also future oriented and thinking about the needs of our members as we move forward.

The opening address will be given by Frank Zarb who headed NASDAQ and serves as a director of several public companies. Our annual luncheon speaker is Michael Beschloss, the presidential historian. Commissioner Paul Atkins of the SEC will open our program on Friday. We have invited John W. White, the new Director of the SEC Division of Corporation Finance, to speak on Saturday. The closing address will be given on Saturday.

We have a pre-conference program on Wednesday. The pre-conference programs are free to members. On Wednesday morning we will have an ethics program (for which attorneys can get those treasured ethics CLE credits). That afternoon, we will feature a program on what makes a corporate secretary marketable.

We have eight panels throughout the conference on such topics as "Navigating Through A Crisis," "Executive Compensation Disclosure - Are You Prepared," "The Corporate Secretary And Governance Professional - Coping With And Defining Many Roles," "The Broad View From Our Regulators," "The Press View Of Corporate America," "The Increasing Role And Influence Of Rating Agencies," "Managing The Board And Its Committees," and "What We Can Expect For The Future."

We have eight breakout sessions exploring the following subjects: "Issues Affecting Small And Mid Cap Companies," "What Needs Dusting Off - Have You Looked At Your D&O Questionnaire And Compliance Manuals," "Dealing With Investors," "Minutes By Goldilocks - Not Too Long, Not Too Short, But Just Right," "Ethics And Compliance," "Subsidiary Management And Records Management," "Private Company Challenges," and "Director Compensation Disclosure." These sessions may have 75 to 150 attendees and are more informal.

The social side is a lot of fun. It is important for people to get together, visit with old friends and make new ones. We start on Wednesday evening with the opening reception which is very well attended and we have a first timer's dinner for those people at the Conference for the first time. Long-time members host tables at this event. Some members have told me that people they have met at first timers dinners become friends for a lifetime.

Our conferences are family oriented as well. Last year, we had 150 kids under 18 attending with their parents. We have programs for the teens and babysitting for the small ones. Thursday, we have family night and do something at a venue that is fun for the entire family. Friday at lunch time, we serve a buffet in the exhibition space. Friday night, we have our board dinner while other attendees enjoy dinner and entertainment hosted by service providers. On Saturday night, we have a closing dinner and our awards ceremony. There is a lot of time for casual networking and getting to know people.

Editor: How can our readers get more information about the Society?

Smith: There are two excellent sources of information about the Society. A call to the National Office will be answered by a staff member who will provide helpful information and answer questions about the organization and the benefits of membership. Perhaps the best source of information 24/7 is found on our very robust Web site