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 Fall 2001
Dear ASCS Members: At the National Office we have received numerous calls and e-mails expressing concern about the staff and Society members who might have been victims of the horrific events of Tuesday, September 11th. We believe that all the members of our immediate ASCS "family" are safe. We cannot possibly know about our members' families, friends and business associates, but we will share pertinent information as it becomes available. Your concerns have been heartfelt and much appreciated. At the National Office we had an unobstructed view of the World Trade Center from our southern exposure and gathered as a group to watch the unimaginable events of Tuesday morning. Our lives and every business and institution in America are forever changed. What should be the response and role of an organization such as ours? Over the years, we have dealt closely with the Securities and Exchange Commission and the exchanges, particularly the New York Stock Exchange and The Nasdaq Stock Market, to ensure the integrity of disclosure to investors and to support our American corporate governance structure. Now we must redouble our efforts to fashion solutions to problems and participate in addressing the challenges that face these institutions. At this momentous time, the kind of thoughtful, practical advice for which we are known takes on an even more important and urgent priority. As an organization ASCS is committed to helping each member and their companies through new challenges. Please continue to check www.ascs.org for updates from the National Office. If this communication stimulates some ideas or suggests some strategies for us to pursue, please share them with me. Let us emerge from this as stronger, more meaningful representatives of corporate America. Sincerely, David W. Smith, President 
FROM THE CHAIRMAN
Because of the recent tragic events in New York City, Washington, and Pennsylvania, travel restrictions have been imposed at many companies, including my own. As a result, the fall Board of Directors' meeting scheduled for September 29 in conjunction with the Fall Conference in San Antonio was canceled. I regret missing the opportunity to be with so many members, which is one of the joys every fall of being Society Chairman. The rescheduled Board meeting will be held in New York on November 16 in conjunction with our annual Issues Update seminar. At the meeting, the Board will focus on further enhancing the Society's "value-added proposition" for members, and will also review results of focus groups conducted during Gwenn Carr's term as Chairman - we are optimistic that they will yield some fresh approaches to chapter structure and programming. For more details on the Issues Update conference, see page 12 - it's sure to be a great program. The Society's 55th National Conference at The Broadmoor in Colorado Springs was one of our best ever. In this issue of Corporate Secretary, you can see a photo collection from the conference on page four and a transcript of a conference panel beginning on page five. And on the ASCS Web site, http://www.ascs.org, you can find Steven Wallman's presentation on Technology and Corporate Governance in the 21st Century, notes from the Conference's Securities Law Committee meeting regarding 10b5-1 plans, and a link to a site from which you can review all the photos available from the conference and purchase them online. Click on "Highlights and Notes from the 2001 National Conference," under "What's New," to view these features. The 55th set a high standard for our 56th Conference, which is scheduled for July 10-14, 2002 at the Westin Harbour Castle Hotel in Toronto, Ontario. Suzanne Walker, our Director of Meeting Services, Peggy Foran, the 2002 Conference Chairman, and I, have already visited Toronto. For the substantive program, the Educational Programs Committee is generating ideas, and the 2002 National Conference Committee is hard at work as well. This is your Conference, however, so please feel free to suggest ideas for the business and social programs to me, Peggy, Suzanne or Society President David W. Smith. During the year, the Society is going to further increase our use of cost-efficient technology (the work which former Chairman Gwenn Carr began) to reach out to far-flung and busy members. First among these efforts, a National Office team led by Senior Vice President Sara Berman is creating an online, asynchronous Essentials course. With this course, members will be able to access the Essentials of the Corporate Secretarial Function learning at their convenience - 24/7, 365 days a year! In addition, we will continue to provide you with important time-sensitive, cost-saving information when you need it, by organizing teleconferences, e-mailing you alerts, and notifying you of programs that may be of interest to you and others in your company. On another front, moving to printing-on-demand for publications will allow us to keep our information current while reducing the cost of large print-runs and expensive storage and handling. In closing, let me say that I welcome and need your ideas and support in ensuring that the Society meets your professional needs and enables you to add even greater value at your companies. Sincerely yours, Carol J. Ward
Excerpt - Securities and Exchange Commission (SEC) Staff Legal Bulletin No. 14On July 13, the Division of Corporation Finance of the SEC issued a Staff Legal Bulletin concerning rule 14a-8. The bulletin serves to remind companies about the process and procedure for submitting and receiving no-action requests and replies. The following is an excerpt:
This excerpt is from SLB No. 14, which can be found at http://www.sec.gov/interps/legal/cfslb14.htm. Rule 14a-8 is contained in SEC Release No. 34-40018. |
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 Gwenn Carr presenting the Bridgebridge H. Young Award for Distinguished Service to Nicholas J. Calise |
 Nick Calise accepting the award |
 Steven Wallman, Founder and CEO, FOLIOfn, speaking on Technology and Corporate Governance |
 ASCS President David W. Smith and the Honorable Ann W. Richards, former Governor of Texas, at the Annual Luncheon |
 Michael H. McAlevey, Deputy Director of the Division of Corporation Finance, presenting this year's SEC Update |
 Doris Covey, Bobbie Jo Deitz-Butcher (ASCS Staff), Suzanne Walker (ASCS Director of Meeting Services), and Milt Covey during the Saturday Night Black-and-White Masquerade Gala |
This piece includes some highlights from a National Conference panel entitled, "What the CEO & Board Members Expect from the Corporate Secretary." The speakers' remarks have been edited and shortened extensively to accommodate the Corporate Secretary format, and in some cases, sentences have been added for clarity and flow.
Gwenn Carr: This morning's panel will touch on a subject that will be near and dear to the hearts of all corporate secretaries and assistant secretaries and that is "What the CEO and Board Members Expect from the Corporate Secretary." And now I'll turn the proceedings over to Jim Byrne, the moderator. Thank you.
Jim Byrne: Thank you, Gwenn. The panel members reviewed numerous topics for discussion on this panel, and among those were the recruitment of directors, director orientation, board practices, board guidelines, board meeting preparation, the role of the secretary as the liaison between the board members and the CEO, and the role of the secretary as chief legal officer and in shareholder relations. The objective of the day will be to reaffirm best practices and hopefully provide useful information to each of you regardless of your level of experience. We'll begin with Gwendolyn King.
Gwendolyn King: Thank you, Jim. In 1993, right after I had first joined a corporate board, the Wharton School at the University of Pennsylvania teamed up with Spencer Stuart to hold the first ever directors' orientation - The "Directors' Institute." I went, and was surprised to see there also taking the course a member of the Peco Energy Board of Directors, who didn't know what it was he was expected to do but had never told anyone, and the Chairman and CEO of our largest competitor in Allentown, who was there probably to see what it was he should be helping his directors to do. That Institute proved to me that there had been a need for orientation programs all along, it was just that nobody had ever really acknowledged it. Directors need to appreciate the demands and the complexities of the job, and they need to understand that there is a commitment of time, knowledge, and experience that they can bring. Today, those of you seated here probably know of numerous ways to train and orient new directors about the roles and responsibilities of being a corporate director.
First of all, with regard to director orientation, corporate secretaries need to know the background of each new director and determine the difference between a first-time-ever director and a new-to-your-board experienced director: believe me, it's different. An experienced director comes with some background from other boards, and what you might need to do for them is simply give them an orientation to your particular industry. A first-time-ever director needs a lot more - basic director skills training or specific business briefings, even some enhanced financial training might be in order, but it's important to ask directors what they need. If you go to them and offer them an opportunity to learn more about your company, I guarantee you, they will gladly accept and will respond warmly to a scheduled new directors' briefing of company issues, of company language, of company culture. Think about the issues that you're familiar with but that no one coming into the industry will know, and put those together in an orientation for your new directors. It will be well-received.
In terms of being a responsive liaison with directors, it's important to know that directors are in a very professional arena when they come onto a board. They're focused primarily on corporate governance; they're focused on shareholder value, and they need to be effective and independent overseers of management performance. But they are not staff. They don't need the same level of detail as some in management might in order to perform their responsibilities. At one recent human resources briefing I attended, the board members were actually offered the opportunity to comment on whether the company ought to offer the employees contact lenses or glasses or both. Now, I offer to you that that is a level of detail that is not corporate governance, and in the pre-briefing sessions, the corporate secretary, if he or she had been sitting there, might have picked up on that and might have suggested that the presenter not get to that level of detail. A corporate secretary is in the boardroom, is in a unique position, is the person that the CEO expects to be the liaison to the directors. Therefore, be sensitive, be aware of questions and concerns that come up in board discussions. Take notes on questions that directors ask, and follow up with them. That's your liaison role, and that's what the CEO really hopes you're going to do.
Jim Byrne: Thank you, Gwen. Hank?
Hank Barnette: David, Gwenn, thank you very much for this invitation
to participate in this conference and, Jim, for your coordination of our panel.
It was certainly a great honor to serve as Chairman of the Society. My wife, Joann,
and I made many lasting friendships over the years and it's just great to
be back with you again.
My comments will be made from a perspective as a director and CEO. The overall
question posed to us is "What do the CEO and the Board expect from a corporate
secretary?" And in thinking about this, there are at least five important
parties involved in that question: there is the CEO and there's the board,
there's senior management with direct interplay with the board, other constituent
stockholders and so forth, and finally the corporate secretary. Now my point here
is that only the corporate secretary and the CEO work across all of these constituencies.
And from a CEO's standpoint, we expect of the corporate secretary -
perfection in performance and no surprises. But another way to answer the question
is probably in three different ways: what we expect in terms of personal performance,
what we expect qualitatively, and then finally, functionally.
As to personal performance, I believe it is fair to compare secretaries with those of other organizations, and to do that it really is essential to have some way to analyze or "benchmark." I think it is essential that the corporate secretary have some colleagues who can be turned to, trusted, and confided in on a regular basis. These are secretaries of other corporations, and the membership of the Society affords the basis to do that.
As to qualitative expectations of a corporate secretary, especially from a
CEO standpoint, what we expect is for the secretary to have the administrative
skills of the chief administrative officer of the corporation; to have the interpersonal
skills of the chief human resources officer; the legal skills, if the secretary
is not the general counsel, of your chief legal officer; the financial and the
accounting skills of your chief financial officer, and, lastly, my favorite -
the vision and the decisiveness of the CEO. Now, I agree, many CEOs are neither
decisive nor visionary, but most of us think we are, and we expect that of the
corporate secretary as well.
This may seem like an overwhelming job description, but I think it plays out in
a number of concrete, tangible ways. Let me talk a minute about scheduling. Within
any company, there are many people who are involved in scheduling board meetings,
committee meetings, and special events, especially special events in five areas:
facility visits, management meetings, recognition meetings and customer supplier
visits, and government-related matters. Regardless of who has primary responsibility
for each of these, even if not the corporate secretary, if it involves the board,
we expect the corporate secretary to be fully informed and part of that scheduling
process. And as to agendas, I believe that it's important to have agendas
scheduled for at least the current year plus one and to have board dates scheduled
for at least the current year plus two. Put that before the board at every meeting
- it's in one of those back sections of the board book but it's
there - and certainly place before the board at each current meeting the
draft agendas for the next meeting. There will rarely be much comment on it, but
from a governance standpoint, you cover I believe a very important discipline
in getting people thinking ahead.
Jim Byrne: Thanks Hank. David...
David Katz: I'm going to switch gears a little and try to focus on the role of the corporate secretary as adviser on director responsibilities and legal obligations. If the person who is the chief legal officer is also wearing the hat as corporate secretary, it's very easy, but if not, a lot of times it is the corporate secretary who will get the first question and needs to make sure that the chief legal officer is part of the decision-making process.
You've heard this morning about the role of the corporate secretary serving as the traffic cop in the area of director's responsibilities, and as last gatekeeper on many of these issues. And the reason that they are last gatekeepers is they're the last chance to make sure that directors have before them everything that they need to make an informed decision. And why does that matter? Well, in 99% of the cases that a board is going to be deciding on an issue, that decision is going to be covered by the business judgment rule. And there are three basic legs to the business judgment rule: the board has got to act in good faith, the board members have to act in what they believe to be the best interest of the corporation, and the board members must be fully informed. And the last one is a tough standard to meet because it is always going to be judged in hindsight. But as corporate secretaries you can deal effectively with this issue by reviewing the information that is going to be presented to the board members at the time they're going to be making a decision.
On the same basis, you really need to make sure when new directors come on, whether they're directors that are first-time directors or experienced, as part of that initial orientation, to go back to some of the nuts and bolts and make sure they understand the director liability issues for your corporation. If it is a Delaware Corporation, it is pretty easy, but sometimes we've got other state laws that apply; and a director may never have been a director of a Minnesota corporation or a California corporation and may need to know, for example, that there are extra employee issues that need to be considered. They will also want to know about indemnification arrangements, what are the D&O insurance arrangements. That's the type of thing that you should be reporting back to the board on at least an annual basis.
Jim Byrne: Thank you David. Well, I guess we've covered a lot of issues and hopefully we've raised some questions in the audience. We have a question, on the left.
Q: Yes, I was somewhat overwhelmed by your description of the expectations of a secretary. One, I guess a question for you, have any of you served as corporate secretary?
Hank Barnette: I have. I think if you put yourself, quite seriously, if you put yourself in the position of the board and CEO, I think those qualitative expectations are quite accurate. I believe that there is an expectation that you have those administrative skills, that you have those interpersonal skills and certainly that you have the financial and accounting understandings and the legal skills, the decisiveness, and the vision, perhaps. I'm unaware of anything more statistically, more surveyed to be more responsive to that. But we have very, very high expectations and the reliance is only increasing. It's only increasing.
|
| Curtis H. Barnette, Chairman Emeritus of Bethlehem Steel |
Gwendolyn King is President of Podium Prose, a speakers' bureau and speech-writing service in Washington, DC. Prior to launching her company, she was Senior Vice President, Corporate and Public Affairs, for Peco Energy Company, and prior to that, she was the Commissioner of the Social Security Administration. She is on the board of Lockheed Martin Corporation, Pharmacia Corporation, Monsanto Company, Marsh & McLellan Companies, and the National Association of Corporate Directors (NACD).Curtis H. Barnette, or Hank Barnette, is Chairman Emeritus of Bethlehem Steel Corporation, and Of Counsel with Skadden, Arps, Slate, Meagher & Flom. He was Chairman of ASCS from 1986 - 1987, and is currently on the board of MetLife, Inc.
David Katz is a Partner in the law firm of Wachtell, Lipton, Rosen & Katz in New York, and an Adjunct Professor at New York University School of Law, where he teaches a course in mergers and acquisitions. Mr. Katz also practices in that area, and writes and lectures extensively on the topic.
ASCS, with Rhoda Anderson, President of Rhoda Anderson Associates, has been tracking the use of technology in the proxy process for the last four proxy seasons through a survey called "ASCS Proxy Process Survey: Technology Applied for Proxy Process." The results of the 2001 survey will soon be available on the Society's Web site at http://www.ascs.org. "It is clear that shareowners find the telephone and Internet viable alternatives when deciding to vote proxies," said Rhoda. "Companies can average as high as 30% of voting shareowners using the telephone and 12% using the Internet to vote. But the biggest savings is in reducing the expense of outgoing materials by getting consent from shareowners to review the annual report and proxy statement on the Internet. This practice, called "E-Delivery," reduces future expense for outgoing postage and printing of material." The 2001 ASCS survey findings indicate that just the outgoing postage savings for E-Delivery, to consenting beneficial shareowners, was over $38 million industry-wide.
While the methodology for using technology in reaching beneficial shareowners is consistent across all companies, there is a huge variance in applying technology for registered shareowners, and no uniform practice has yet emerged - some transfer agents have built their own programs for dealing with phone and Internet voting, and others have outsourced to specialty vendors. In fact, the 2001 survey identified seven different systems in use for phone and Internet voting.
There are also two distinct methods of E-Delivery available through the vendors servicing registered shareowners. The first method is the collection of e-mail addresses when gathering consents, so that the shareowner receives an e-mail notice when the next proxy season rolls around. There is no paper involved, so it has the advantage of maximum savings in postage and printing.
The second method for gathering consents does not require the shareowner to provide an e-mail address. Instead, the shareowner gets a paper proxy voting card in the mail at the next proxy season, with instructions for finding the annual report and proxy on the Internet. This method has some printing and postage expense, but seems to attract twice as many shareowners to give consent and thus in the end saves the most money.
The survey found each method equally popular, with half of the companies gathering consent with e-mail addresses and half without.
ASCS wanted to incorporate technology for the first time this year in its proxy voting process, and asked Rhoda Anderson Associates to design a program that would be appealing, fast, and efficient in gathering votes. Also desired was a platform that could be improved on in future years. To bring all the necessary pieces together, Rhoda used the services of OnlineProxy.com, and Proxy Services and AVL.
In May, when ASCS members received their proxy cards, they were given the opportunity to vote both by telephone and Internet. These services were coordinated by Charlie Purcer and donated by Proxy Services and AVL. The proxy card instructions outlined the steps for voting by these two methods. Concurrently, OnlineProxy.com placed the ASCS annual report and proxy statement on the Internet for members to access, and each page of the annual report had a link to the voting site.
The tabulations showed that 19% of the total number of members who voted used the telephone or the Internet, and almost 14% of all voters gave their consent to review proxy materials on the Internet next year.
Although the debate on actual cost savings using technology for gathering registered shareholders' proxy votes continues, the Society found that members do use the telephone and the Internet to vote when it is offered to them, supporting the concept of shareowner service in the planning process for proxy voting.
To get more information on the companies used in the ASCS proxy process, please contact:
| Rhoda Anderson Associates (973) 683-1484 randerson@rhodaanderson.com www.rhodaanderson.com |
OnlineProxy.com (973) 377-1663 info@onlineproxy.com www.onlineproxy.com |
| Proxy Services and AVL Charles J. Purcer (860) 653-1730 cpurcer@aol.com www.proxyservicescorp.com |
On June 5, the Delaware Court of Chancery released a memorandum opinion on In re Staples, Inc. In this case, Staples stockholders had asked the court to halt a reclassification of Staples.com tracking stock, claiming that it would overly favor the directors of the board. The decision of the court, which was not appealed, included a preliminary injunction against Staples - not because of the board's wrongdoing or because the stock price was too low or too high, but because "the proxy statement [did] not fully and fairly disclose all material facts relevant to the Reclassification vote," and because the method of setting a record date was not correct according to Delaware Corporation Law.
In explaining his decision, Vice Chancellor Leo Strine did not comment on the stock price itself, noting that "stockholders are being afforded the opportunity to decide the fairness of the matter themselves." And on August 27 they did, supporting the board's decision to proceed with the reclassification plan at $7 per Staples.com share.
A revised proxy statement was distributed to stockholders in preparation for the vote. Staples' amended proxy statement, filed on July 23, included several additional disclosures according to the court's mandate. These were:
A new record date of July 6 was set for the annual meeting, also in compliance with the court's decision. The original record date had been set by the directors in what the judge believed to be good faith, but not in the manner stipulated by Delaware Corporation Law. It was in connection with this part of the case that the corporate secretary of Staples was called on to testify about his work with the Capital Stock Committee, (a specially-formed committee which was to deal specifically with the reclassification), and draft minutes of the board meeting were subpoenaed and examined by the court.
Get ready for a double dose of the information you're reading - shortly after you receive this newsletter, you will receive the same information by e-mail.
The e-mail will include brief descriptions of the articles in this issue, and there will be links to the full articles that will reside as usual on the ASCS Web site (pictured). This e-mail will be an example of how the Society will distribute Corporate Secretary in the future - the exception will be our retired members, who may opt to receive a plain print copy instead.
ASCS has seen that many other associations distribute their newsletters electronically, and that their members appreciate receiving such news in a very timely fashion. Currently, it takes almost two weeks after an issue of Corporate Secretary is complete for it to be printed and mailed out. Changing to e-mail will save the Society time and money, enabling us to serve you better.
To make sure you continue to receive Corporate Secretary, in addition to President
David W. Smith's e-mail alerts, please make sure that your e-mail address
is correct in the member database. This information can be updated online -
just click on Member Directory, enter your last name and password, then click
"Click here to view or edit your own record."
ASCS membership numbers are down, but optimism is high! The National Membership Committee was well aware of the economic slowdown and its potential impact on our numbers when we set our goal of 4,300 members for the 2001-2002 campaign. Total ASCS membership of 4,005 members as of July 31, 2001 is a big decrease from the record high set in last year's campaign, of 4,256 members. The large number of members we enjoyed from the exchange-sponsored programs have dwindled, and retention is a major challenge (especially with Nasdaq-sponsored members). But we remain optimistic that the Society will continue to grow, because it continues to provide you, its members, with the quality of programs and information that you expect as a return on your investment. Now we are counting on each of you to take an active part in this year's campaign to help keep our numbers strong.
Watch for a sample of our newest membership brochures along with a description of this year's incentive prizes. Top recruiters will again be awarded special prizes, and drawings will be conducted for all those who have recruited at least one new member, and for those who have recruited more than one new member.
Remember: Don't keep the benefits of the Society a secret - share our membership brochures with those whom you know will also benefit from membership. The easiest way to help a colleague to join is to refer them to our Web site: http://www.ascs.org. The online registration process is simple, and the information they will glean from the Web site is our best marketing tool.
I'm counting on you - all the way to 4,300!
Kathleen M. Haley
Membership Committee Chairman
Watch your mail for the Fourth Board Practices Survey, which will be mailed out in early October.
The survey has been updated and simplified, and it will take no more than a few minutes of your time to fill out and return.
Those who do so in a timely fashion will receive a complimentary copy of the published results.
Mercedes Rodriguez has been appointed Office Manager of the National Office, and in her stead, Sara Sprague has become David W. Smith's Executive Assistant.
David W. Smith has said, "These changes will be very positive for the office. Both Mercedes and Sara are indispensable members of the office staff, and they will be able to contribute even more in their new roles."
Although many member companies now post annual reports and proxy statements on the Web, the National Office would very much appreciate receiving hard copies of annual reports and proxy statements. The proxy statements, in particular, are used to track management proposals for your convenience.
Please send your company's materials to:
Blanca Rosbach, ASCS, 521 Fifth Avenue, 32nd Floor, New York, NY 10175
ASCS is sad to report that Richard Newburgh, former Chairman of the Society (1974 - 1975) died on June 27 at Stanford, California. Dick, who was Vice President and Corporate Secretary of Transamerica Corporation for 25 years, and his wife Betty, were regulars at every National Conference until this year. The Society extends its sympathies to Betty and her family - Dick will be remembered fondly by all of us who knew him.
by Emanuel D. Strauss, Counsel, Shearman & Sterling
I am synergy! In February 2000, Columbia Energy Group, a public utility holding company and my employer at the time, announced the signing of a definitive agreement to be acquired by NiSource Inc. As we all know, mergers usually occur to "create synergies" between the companies, and the elimination of employee duplication is almost always a byproduct. As Associate General Counsel at corporate headquarters, like everybody else in the Legal Department, I became a likely target for the business people charged with finding cost savings. So we accepted the probability that we would be "terminated" when the merger closed.
Two major factors influenced the environment at Columbia after the merger agreement was signed. First, acquisitions in the utility industry take a long time to close, often 12 months or more. In this case, we were able to accomplish the merger 8 months after signing the agreement (which historically was quite fast), but it was difficult to predict that time frame at the start. Second, everybody in the Corporate Legal Department had a significant financial incentive to stay until closing. These factors created an important question - how would a bunch of distinguished lawyers cope with the likely loss of their jobs while waiting for a long regulatory process to be completed?
Choosing Goals
What goals does a lawyer choose when professional goals do not appear to be attainable?
In other words, it was clear that there would be no raises, promotions, etc. available
in - or after - the year 2000. We could not look for new jobs right away because
to leave before the merger closed would mean sacrificing significant financial
benefits. So I needed some new goals to keep me going.
How about personal goals? I have been blessed with a wonderful wife and two young children (ages 4 and 6) and would like to live a long life. Goal #1 - I decided to use the opportunities presented by the merger to get myself in the best shape that I had ever been. I was not alone in this pursuit. A number of us from the Corporate Legal Department started riding our bicycles and by the end of the summer we were biking to and from the office (a total of 32 miles) - Goal #1 accomplished.
Goal #2 - What should it be? Some people at the company concluded that the primary goal (even more important than Goal #1) should be finding the next job. I was not convinced that this made sense. Imagine being asked the following question in an interview occurring in spring of 2000: "When can you start?" How many employers would accept "I am not quite sure, probably somewhere in the beginning of 2001, depending upon the regulatory approval schedule of the merger" as an answer that would cause them to respond in any way other than, "Next!" The key question in selecting Goal #2 became, when should I start my job search?
I realized it made no sense to commence my job search in earnest for at least six months; so the job search needed to be "Goal # 3." I began to view the next several months as an opportunity to take a "sabbatical" and to spend a lot of time with my family and close friends. Professors continue to write, research and teach on a visiting basis while on sabbatical. Similarly, I still needed to perform my job professionally and do what was required. However, what was required was certainly less taxing than in the past. I expanded my horizons by speaking at and attending CLE seminars and I participated more actively in professional organizations that I had long been associated with. These activities provided learning, travel, and (so as not to lose sight of Goal #3) networking opportunities. Furthermore, since I was much more in control of my schedule and less worn out from everyday existence, I planned some elaborate vacations with my family. Goal #2 accomplished!
During the summer of 2000, I began to consider eliminating Goal #3 from the agenda. I was having fun; I was healthy and fit. Why did I need to get another job? Then, reality set in.
Goal #3 - finding a job. During the summer, I concluded that I would earnestly begin the job search after Labor Day. Returning from the beach, I was ready to go. Start your engines! I made phone calls, spoke to headhunters, and reconnected with my professional "network." Something strange happened at Columbia that first week after Labor Day - panic was in the air. I was not the only one all of the sudden asking myself, why did I wait so long? What was I thinking? How receptive would prospective employers be to "casualties of synergies?"
Fortunately, the panic seemed to last only a few weeks for most of us. We began to see that present-day employers do not view seeking a new job as a result of a merger as a negative. Slowly but surely, each one of us began to figure out the next step. One of us decided to go to a law firm. Another, with an entrepreneurial bent, started her own law firm. A third, joined the World Bank. Others are still finalizing their next step, which I fully expect them to accomplish.
I accomplished Goal #3. In January, 2001 I joined Shearman & Sterling's Washington, D.C. office as Counsel, focusing on corporate and securities matters. I was healthy, rested, relaxed and ready to give 200%.
Lesson Learned
This article expresses the lessons that I learned from my M&A experience at
Columbia. I was fortunate. Many factors, some of which I had control over and
some of which I did not, combined to make the experience a good one. In a period
of uncertainty, such as a merger, setting achievable goals and making the most
out of the situation can help you find enjoyment where you would least expect
it.
by Eliane Payne, Director of Business Development, BoardVantage
There are times when I look at my e-mail and wonder: how did I ever get by without it? Without e-mail I would have missed meetings, opportunities, deadlines, and keeping in touch with family and friends. Yet certainly there was life before e-mail - I still went to meetings, had opportunities, met deadlines, and kept in touch with loved ones. The difference is that now I am able to do more in less time, and that is one of the key values of new technology.
Take, for instance, corporate governance. Although corporate governance best practices are widely exercised today, few can deny that along the way, there are mishaps and plenty of stressful situations. Board books are sent out at the last minute, board members miss meetings, FedEx packages are lost or sent to the wrong address, confidential documents are left behind on planes, emergency meetings need to be scheduled, and so on. Technology may not eliminate all of these issues, but it can help resolve problems when they arise, and even prevent them from occurring in the first place.
Many companies are now turning to Web-enabled infrastructure (sometimes called "secure Web sites") as a solution to communicate and distribute information to the board. Web-enabled infrastructure allows companies to distribute information to their directors rapidly, to communicate with them on a one-to-one basis, and to eliminate the hassles of tracking them down. It also increases the security of board documents, eliminates problems with version control, and mitigates the risk of document loss. Unlike other means of communication (such as FedEx, fax, or e-mail), which are simply used for delivering board documents, Web-enabled infrastructure can mirror the entire workflow of the board and the corporate secretary's office from beginning to end.
When designed properly, Web-enabled infrastructure can provide enormous value to both the corporate secretary's office and the board. With directors who are geographically dispersed, traveling extensively, and always busy, giving directors access to board documents and company information - regardless of time zone or location - makes a lot of sense. However, there are some basic and important considerations a company must take into account to find the right solution for its board.
The first concern every company has, of course, is security. Here are some issues to consider when addressing your company's security needs:
Another issue that companies face is the technical expertise and time constraints of their individual directors. Therefore, it is important to insure that the Web-enabled infrastructure is:
The functionality of Web-enabled infrastructure is also important. It is critical to choose a Web solution that not only meets the board's immediate needs, but also can accommodate the board's needs as you grow. Complete functionality that mirrors the workflow of the board is essential. Since it can be a big step to begin using Web-enabled infrastructure to communicate with your board, you may want to consider ways of transitioning your office and your board to this new way of operating. There are several ways that have proven very effective in this type of transition. One option is to begin by just having the corporate secretary's office use and become familiar with the system. The team can use the tool to manage board documents, collaborate on documents, coordinate calendars and schedules, and communicate internally. Then the system can be introduced to one committee of the board - perhaps the corporate governance committee. Once these directors are comfortable using the system, the rest of the board can be transitioned. Another option is to introduce the system to the entire board right from the start, but to begin using only one feature of the system, such as document archival. As familiarity and interest in using the system grows, other features can be introduced.
Although boards function well today, there is pressure to constantly improve. Technological solutions that improve the effectiveness of boards are a necessity to be competitive tomorrow. Concerns of security and confidentiality, highly mobile and busy directors, a volatile and unpredictable market, and changing regulatory pressures are all factors that contribute to the need for increased communication with the board. And although getting a low-tech board to use a high-tech Web site may seem like a daunting task, there are solutions that exist to meet your needs. And once you and your board experience the advantages that using web-enabled infrastructure affords, you'll wonder how you ever got along without it.
| Issues Update 2001 November 15 The Grand Hyatt visit www.ascs.org to register online |
The annual Issues Update conference, to be held November 15 in New York, will include speeches, panels, and breakout sessions on the following topics:
The Issues Update seminar Chairman is Gwenn L. Carr, immediate past Chairman of ASCS, and Vice President and Secretary of MetLife, Inc. To register for Issues Update, go to http://www.ascs.org. |
The Corporate Secretary is published throughout the year as a service to members of the Society of Corporate Secretaries and Governance Professionals. Articles or statements appearing herein do not constitute legal opinion, advice or judgment and should not be relied upon as such. Inquiries regarding information contained in this newsletter should be directed to Geoff Loftus, at (212) 681-2000 or by e-mail: gloftus@governanceprofessionals.org. Inquiries regarding membership or publication orders should be addressed to:
Membership Publications Deborah Fox Olga Holmes (212) 681-2014 (212) 681-2015
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