Love Letter To A Corporate Secretary

It used to be I didn’t know you existed. Now I can’t stop thinking about you.

I yearned for you this morning when the SEC voted in the final rules for say on pay. Is this your governance issue? Is it my IR issue? My darling corporate secretary, I want SOP to be our issue.

As expected, we have to start by deciding whether to hold an advisory vote on pay once a year, every other year or once every three years. What are we going to recommend in our proxy? If it were every month, you and I would never be apart (ha ha).

More than half of early filers have already recommended a triennial SOP vote. That would be in line with our company’s long-term incentive plans and it would give us time to respond in between votes.

On the other hand, a quarter of early filers have recommended an annual vote, saying it’s just good governance. ISS supports annual votes because they’ll encourage accountability and direct communication between companies and their shareholders.

Accountability? Communication? My dear, they’re playing our song! You and I should really spend more time with ISS and those other proxy advisers. They’re so strong and influential!

You were right, you were so right, when you came to me last year wanting to do a governance roadshow. I spurned you. I thought it would be a waste of time. Investors never bring up governance in IR meetings. But there are others at those institutions who do care, and together we can find them.

Besides, the UK has had SOP for years now, and IROs there say it cracked the dialogue with shareholders wide open on a bunch of issues. Now there’s nothing I’d desire more than a long trip with you this summer or fall, after proxy season is over. I’m counting the days. 

Something else that’s been keeping me awake: in all the years that we’ve gazed at each other across the boardroom table, I never got to work on the proxy statement with you. Everyone knows you’re a legal genius and I’m a born communicator. Together we can make that CD&A sparkle!

There’s just one thing bothering me. Will your friends get along with my friends? NIRI has been working with the Society of Corporate Secretaries and Governance Professionals on issues like proxy plumbing. But we’d have such a blast if we all did more together.

Our leader, Jeff Morgan, brought some serious chops from his previous positions at professional groups. He learned about IR on the fly and in no time got named one of the 100 most influential people in corporate governance.

Your brand new CEO, Ken Bertsch, is kind of the opposite: a veteran and a giant in governance but new to running a professional organisation. Maybe if Jeff and Ken hung out more, all us IROs and corporate secretaries could hang out more. It would help bring you and me closer together.

Hear that? It’s me knocking on your door. Let me in. You’ll never have to face proxy season alone again.


Your investor relations officer

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