After presiding over a successful national conference in June, Society of Corporate Secretaries and Governance Professionals’ (the Society) president and CEO Ken Bertsch sat down with Corporate Secretary to discuss some of the key governance challenges for corporate secretaries and his plans for the organisation over the next year. The former head of governance for Morgan Stanley replaces David Smith, who stepped down from the position after serving 20 years. Bertsch says there are a lot of things he’d like to accomplish with the membership’s help in his first year.
‘We are trying to help get the message out about trying to build membership. We are trying to work in an even better way with the chapters,’ he explains. ‘I think there can be a more productive relationship between the national office, which has full-time staff, and the local chapters, which have a lot of volunteers, a lot of connections and a lot of energy, but no staff. So we are trying to forge that relationship.
‘Tied up with that is our efforts to restructure our website, which I’m getting quite a bit of help on. It will take several months, so we’re reaching out to people to get some insight on how best to structure the site. Over the past several years the Society has been doing more advocacy, probably because there have been more issues we need to deal with. We continue to invite people to let us know how they think we should best participate in debates and [how we can] come up with productive solutions for everybody.’
Bertsch also says the Society will continue to advocate for strong governance when appropriate, although he acknowledges that instead of reacting to policy, the organisation may be a bit more proactive in the governance debate.
‘The society has been very active – I think productively active,’ he says. ‘SEC commissioner Casey has said the kind of submissions we give tend to be a little more creative and informed by actual practitioners than some of the others the SEC gets, but there may be more proactive actions we could be taking. For example, we’ve batted around the idea for a while of pushing a revisiting of disclosure – the disclosure requirements in general have become so numerous and elaborate. The financial reports, proxy statements and other kinds of disclosures are so long now that there has to be a way to make them more productive. That is a longer-term project that perhaps we should be pursuing.’
Under Bertsch’s leadership, Society members should prepare for structural change in the organisation. He says he is likely to pursue a move of the Society’s headquarters to Tampa as a step to contain costs. He is also emphasising greater attention to certain sections of the membership over the next year.
‘We really should have broader participation at mid-cap and small-cap companies, so we want to figure out ways we can do that,’ Bertsch says. ‘We know a lot of our programs have been tailored more toward larger companies. There’s good reason for that and we don’t want to drop that but we want to make sure that we are also meeting the needs of small-cap and mid-cap firms.
‘Also, we want to think about whether it makes sense to have a different structure of membership – a different cost structure, in part to go deeper down at the larger companies, to have more junior folks at larger companies participating more than they do now. Second to that we continue to look at ways to do more with private companies and non-profits. We’ve been talking about that for a while and we’ve been doing some things, but that will continue on a broader front.’
Finally, Bertsch believes shareholder engagement will be the biggest challenge for corporate secretaries in the coming years. ‘I might be biased because I come from the investor side, but the big challenge is figuring out more productive ways of interacting with investors,’ he explains. ‘We had a lot of conference sessions on engagement of shareholders that were really geared toward how this can be more productive for everybody involved.
‘I think there is a challenge with say on pay and that we’re likely to have an increase in the debate over proxy access one way or the other. Shareholders have gained more authority and more power thr
rough the elimination of broker voting, election of directors and many other things, so the interactions with investors have become more important than ever.
[Article by Matthew Scott, Corporate Secretary]