Corporate Governance: A More Effective Approach

It might seem counter-intuitive, but Jonathan Ocker believes the most appropriate way to conduct business worldwide is to ‘think globally but act locally’. The San Francisco lawyer, a partner with Orrick, Herrington & Sutcliffe, is also chair of Verbatim, an Orrick subsidiary.

Verbatim is a compensation and benefits group that also advises companies on global corporate solutions. As its head, Ocker tries to ensure that all members of his legal team are informed and knowledgeable about local rules wherever they practice law. That takes ‘a lot of training because there are different cultures’ at play, he says. For example, the Foreign Corrupt Practices Act is strictly adhered to, so attempting to bribe someone is taboo.

Not that Ocker advocates bribery as a way of doing business, but he acknowledges that this form of influence is prevalent worldwide. ‘In Russia, bribery is a big problem,’ he says.

Conducting business in foreign countries calls for carefully architected behaviour. ‘What often happens is that one party alleges that someone did something wrong, and they counter that their accuser did something wrong,’ he explains. To alleviate the chances that this awkward opportunity will arise, Ocker says it’s important to ‘be sensitive to local customs in order to do business internationally’.

Another truism touted by Ocker is that US laws do not necessarily translate well overseas. ‘There’s a hubris in the US that business is done elsewhere as we do it here, so you really need to know the way locals do business,’ Ocker explains. ‘Acting globally means abiding by local law.’

Directors Desk

The way Demetrios Skalkotos sees it, the complexities of global governance can be tamed with a simple click of a mouse. According to the senior vice president of global corporate solutions at NASDAQ OMX, ‘What we’re seeing is the automation and consolidation of the board book process.’

What Skalkotos is referring to is Directors Desk, a new software package that allows corporate secretaries to store and disseminate confidential company information through a highly secure process. The technology is also designed to integrate calendaring, notifications and the storage of corporate data. Moreover, it accepts and processes electronic signature authorizations, making it easier for board members to sign and return important corporate documents.

According to Skalkotos, the time is right for the efficiency offered by Directors Desk. ‘Information doesn’t wait, and this technology allows for the secured transmission of information to the appropriate people,’ he says.

What makes Directors Desk so secure is the fact that none of the sensitive information traverses the internet. The recipient receives an email informing them that they have secure information awaiting them, and in order to access the confidential material, the recipient must verify their identity by navigating multiple authentication devices.

[Article by Tami Kamin-Meyer, Corporate Secretary]

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