What have been some of the key questions and challenges you have discussed with boards and governance professionals in light of the pandemic?
My view and the view of colleagues, not only internally at Nasdaq but also [externally], is that Covid-19 has rewritten the rules of corporate governance in many ways. I categorize it in four areas.
First, there is much more focus on the intersection of business and society, which of course is a very broad area. The second is stakeholder issues. You look at stakeholders, stockholders, employees and the communities in which we work. We’ve always had discussions in the boardroom and with governance professionals but we’re [now] having much more deliberative discussions. It’s hitting the pause button and saying, ‘Where are those four constituencies, where are their issues, where are we within our business strategy, and what impacts will it have on society?’
Third, we’re very focused on board diversity, race and ethnic issues. Representation of stakeholders, stockholders, employees and communities is so important. Lastly is a more comprehensive approach to compensation. [Also,] pandemic-related risks are omnipresent in every board conversation. It’s not only business, financial and operational risks boards are tackling these days but also human capital management and social justice issues.
How have you and other governance teams adapted in recent months?
What I’ve seen is an increased use of both communication and technology. The importance of communication has always been part of our DNA at Nasdaq. We listen to our stakeholders, stockholders, employees and communities. The increased frequency of communication, especially with the board and having those four constituencies heard by the board, has been very important.
In terms of my day-to-day practice, there has been increased communication with the board, not only through Zoom but also via emails and phone calls. We are all experiencing a little bit of virtual meeting fatigue so it’s important to connect via the good old-fashioned phone call.
One of the things you’ve been involved in during your time with Nasdaq is the creation of the corporate governance and global ethics and compliance programs. What was the genesis of these and how have they evolved?
It’s a unique role to have corporate governance as well as ethics and compliance. Looking back on 2008 when I was appointed to that role, it illuminates the importance of ethics and our core value of integrity.
When I started the program in 2008 it was based just on policies, but then we incorporated enterprise risk management as well as an anti-corruption program, [General Data Protection Regulation] and privacy – those are some of the foundational elements of our program. But at its core are employees: communicating with and training employees… We have a very active ethics-in-action program with virtual training that started three years ago. And our speak-up program is more than a whistleblower hotline; if you have any questions on any policy, any issue you see, [you can] call the speak-up line.
What have been some of the biggest changes in the role of corporate secretaries during your career?
They now have a much more active role and [are much more] part of the leadership of the corporation in terms of illuminating business, governance and societal changes to the senior leadership team as well as to the board. The corporate governance professional has an internal and an external focus like never before. It’s a different role from [investor relations] because you’re engaging with stockholders, stakeholders, employees and communities on different topics.
More investor relations people are learning about ESG but as you look at the evolution of those topics, they are being brought to the board via the nominating and ESG committees. And who’s responsible for that? The corporate governance professional, the corporate secretary. I’m the liaison with the nominating and ESG committees. I bring thought-leadership to the board.
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Ben Maiden
Ben Maiden is the editor-at-large of Governance Intelligence, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance...
