Valuing experience

The concept of corporate governance can conjure different ideas from different people. There are many divergent perspectives on exactly what needs to be done and, of course, the best ways to do it. Sometimes, however, it is possible for this dichotomy to exist within one person.

Michele Coleman Mayes sees governance issues from the perspective of both general counsel and public company director. As senior VP and general counsel at Pitney Bowes, she’s responsible for legal affairs as well as the firm’s government affairs group, office of the corporate secretary and corporate governance function, including environmental health and safety and its global ethics and business practices.

Mayes also has experience on a number of boards. She joined the board of Legal Momentum in 1996 and was chairman from 2001 to June 2006. In 2004, she was elected to the boards of Assurant and the Business Council of Southwestern Connecticut. She is also a member of the American Bar Association and served as co-chair of its arbitration committee.

In 2003, Mayes received the Margaret Brent Award from the ABA’s Commission on Women in the Profession and the Trailblazer Award from the Minority Corporate Counsel Association. She was also identified as one of America’s top black lawyers in the November 2003 edition of Black Enterprise magazine.

We recently caught up with Mayes following her participation in a panel discussion about diversity on corporate boards. Addressing what’s new in the governance realm, Mayes begins by pointing out how the art and science of note-taking has witnessed a sea change.

‘Some of the rules have changed so much. For example, how you record a debate has changed,’ she states. ‘Members expect a more fulsome capture of dialogue in the boardroom, driven by high-profile cases like Disney. Boards need to show a slow, deliberative process. They must demonstrate their judgment to get the protection of the business judgment rule. The minutes need to be scrutinized each and every time. You can’t pull a template off a computer and push a button.’

The trend, she explains, is to include more – without getting into trouble later. ‘You’ll need to have answers to the unanswered question,’ she says. ‘Three or four years later, when a controversy arises, you’ll be looking at this realizing that memories have faded. This will be the only record of what transpired.’

A balancing act

‘A related issue is the struggle for collegiality,’ Mayes continues. ‘You need directors who are independent, yet who can work collaboratively. If someone disagrees on an issue and abstains on a vote, they will expect that to be memorialized in the minutes. In this climate, with such high degrees of scrutiny and suspicion, boards need to balance independence and work to consensus. You strive to be collegial without being clubby. Dysfunction, or even the appearance of dysfunction, doesn’t work to the benefit of shareholders.’

In addition, executive sessions are far more common and are comprised of a wider group of people. ‘Since the corporate secretary is excluded, you face the challenge of having to loop back and capture what you need to memorialize from the presiding director or committee chairs at the meeting,’ she explains.

Continuity of senior committee roles and chairmanships is also important, but it is necessary to guard against a loss of dynamism. ‘I’m a firm believer in experience as a teacher,’ Mayes notes. ‘If you rotate too often, you can minimize the benefits of experience. But you don’t want a fixture in the position either. Certainly you do not want anyone else to feel marginalized, that their role is not as important. Today, every board seat is critical.’

A wealth of experience

Mayes worked for Legal Aid and various law firms in Detroit before attending the University of Michigan Law School. ‘I worked for small firms because I wanted to see what lawyers did,’ she recalls. ‘I saw lots, not all of it uplifting.’ Following law school, she joined the Justice Department as assistant US attorney in New York and Brooklyn, eventually assuming the role of chief of the civil division in Detroit.

‘I never expected to work in-house,’ she adds. ‘It was not on my wish list. But I did know at age eleven that I wanted to be a lawyer who appeared in court. I don’t know why. I had no family members who were lawyers and there was no pivotal event. Perry Mason was on TV and he always won.’

After looking around at viable options, she eventually did accept an in-house position with Burroughs in 1982. ‘The line at the time was that in-house lawyers weren’t real lawyers,’ she recalls. ‘You had to be with a firm to be a real lawyer. I struggled a bit at first, but eventually there was lots of computer-related litigation. Computers were new, and there were disputes about whether a computer performed as had been represented.’

During her tenure, Burroughs merged with Sperry, creating Unisys Corporation. At Unisys, Mayes served as staff VP and associate general counsel for worldwide litigation. In 1992, she joined Colgate-Palmolive as VP and associate general counsel US, and a year later she was promoted to VP of human resources and legal for North America. Mayes was promoted again in 2001, this time to VP of legal and assistant secretary. She was also elected a corporate officer, a position she held until her departure for Pitney Bowes in 2003.

‘At many firms, the general counsel is the corporate secretary,’ says Mayes. ‘But at Pitney Bowes we have a stellar corporate secretary in Amy Corn. We enjoy a seamless relationship. I’m not as steeped in the corporate secretarial function because Amy is our subject-matter expert. She has impeccable credentials. I attend all board meetings, and Amy is there to handle the minutes and board liaison and all of the things that are required to fulfill the corporate secretarial function. She has a mandate emphasizing the governance aspects of Sarbanes-Oxley, and with that goes budgeting and arraying the right resources with the desired strategic outcomes. We need to be sure we are walking the walk and have the right tone at the top.’

A team approach

Mayes also points to the need for collaboration when it comes to anticipating the next hot-button issue. ‘Backdating stock options caught a lot of folks at many public companies unaware,’ she says. ‘We try to anticipate those problems. I have an eclectic group of ten direct reports, including the corporate secretary, the head of governmental affairs, business continuity and crisis management, the chief privacy manager, the VP of intellectual property, commercial lawyers responsible for business lines and one responsible for M&A. This discipline helps us spot risks early.’

Mayes cites the importance of having an open line of communication. ‘We meet formally to bounce ideas off each other,’ she says. ‘We ask each other how an issue in one area will relate to what another member of the team does. We collaborate by listening to and provoking each other, and we do a lot of connecting the dots. In e-mail trails we do the same. These spontaneous exchanges are vital and make our jobs richer and more robust.’

Mayes also mentions the importance of stockholders. ‘Obviously, the shareholders are the ultimate owners, but we have a varied base of shareholders with very different focuses,’ she continues. ‘Some want dividends each quarter; some want to see a trajectory for growth. People who invest with a sustainability agenda increasingly want to see real solid metrics around these things, not some squishy standard.’

Mayes’ direct style and sense of duty are attributes one can see immediately benefiting her team members and fellow directors – attributes that have helped her succeed wherever she’s served.