Proxy statements can be part of an ‘improved communication experience’
Sylvia Groves is doing exactly what she said she would never do. However, remaining committed to a ‘never say never’ attitude has led her to the work she enjoys so much today and the challenges that make it so interesting.
Initially, Groves pursued a wider range of paralegal work, having decided that corporate and public company work would be ‘really, really boring.’
Like many of her peers, Groves stumbled into the governance profession by accident. But to her surprise and delight, she thrived on the variety of work related to corporate structure, financings and acquisitions. She says it’s the challenges and problem-solving opportunities that drive her.
Groves is manager, governance officer and assistant secretary of Nexen, a Calgary-based senior international oil and gas company listed on the TSX and NYSE. She has over 17 years experience in subsidiary and public company governance and compliance in Canada, the United States and numerous international jurisdictions. As governance officer she oversees disclosure policies for Nexen.
Recently, Groves got a call from a colleague in New York who had a bad case of ‘proxy envy’. The friend had just read through Nexen’s proxy circular and said her organization would be using it as their model.
Boilerplate it wasn’t. It was Nexen’s creative approach to disclosure and the circular’s reader-friendliness that drew praise. It went beyond mere compliance to building an improved communications experience for shareholders. This inventive quality won Nexen the Corporate Reporting Award for Excellence in Corporate Governance Disclosure from the Canadian Institute of Chartered Accountants in 2004.
The changing governance landscape in Canada and beyond means that corporate secretaries have no lack of challenges to conquer, problems to solve and value to deliver to their organizations.
‘There’s always a solution behind every problem,’ says Groves. ‘It’s exciting for me to be part of the problem solving process. It’s where corporate secretaries have the greatest opportunity to be creative.’
According to Groves, success as a corporate secretary depends on openness to new possibilities when addressing governance challenges. ‘That is where we can contribute most and deliver real value,’ she says.
Good governance must deliver tangible benefits. Groves points to increased stakeholder engagement, reduced D&O insurance premiums, improved director recruitment and heightened appreciation for ethical behavior by employees as benefits of good governance.
Nexen’s and Groves’ commitment to improvement drives progress in corporate disclosure and other governance practices. The alignment of values fuels efforts to reduce jargon and legal terminology, enabling shareholders to find information easily in the 2007 proxy.
Groves’ involvement with the Canadian Society of Corporate Secretaries (CSCS) as a member and leader has also played a critical role in her personal development and career success. She is the current chairman of the membership group.
‘My favorite thing about CSCS, is that we provide governance and shareholder service practitioners with a strong and vibrant peer network. That is especially valuable in this era of unprecedented change in governance regulation and the need to work with more compressed deadlines while navigating increasingly complicated issues.’ For Groves, the most valuable information derives from ‘dialogue with peers and stakeholders.’ And she will encourage communication with more events.
She shares an affinity with her CSCS colleagues who grapple with the same problems, speak the same language and provide experience and knowledge.
As the new president of CSCS, Sylvia brings an ideal of continuous improvement to her Society work. Her goals are to leverage the peer network of Society members, formalize governance processes and to seek ways to nurture membership growth and add value.
Issues on the horizon for corporate secretaries include a continued focus on executive compensation and new guidelines expected from the Ontario Securities Commission. Majority voting isn’t eliciting the kind of shareholder attention expected, but based on the US experience, Groves says it is an issue Canadian corporate secretaries should monitor more closely.
As the governance landscape evolves, corporate secretaries can provide leadership to their organizations on emerging disclosure and related concerns, she adds. Another key issue will be resource constraints as corporate secretaries deal with limited budgets and staff in responding to issues. Not surprisingly, Sylvia says she plans to be an important player in solving future problems.
