100 issues of Corporate Secretary

Corporate Secretary reaches a major milestone with the publication of its 100th issue this month, further solidifying the magazine’s place as a reliable source of governance industry information and a trusted resource dedicated to helping corporate secretaries execute their jobs more efficiently.

Since July 2002 Corporate Secretary has been chronicling the evolution of the corporate secretary’s position as well as the growth and expansion of the principles of corporate governance. The magazine was born in the aftermath of the Enron accounting scandal – which produced the wide-reaching Sarbanes-Oxley legislation to confront accounting fraud – and it hits the century mark as the even wider-sweeping Dodd-Frank legislation nears its second year since becoming law. Covering SOX to Dodd-Frank and everything in between for nearly 10 years has been an exhilarating ride but, as the governance industry matures over the next 10 years, the magazine’s importance to the profession could grow by leaps and bounds.

‘Corporate Secretary grew out of our experience in the investor relations world,’ explained Ian Richman, co-founder and president of Cross Border, in an interview celebrating the magazine’s fifth anniversary in 2007. Richman noticed that corporations were having trouble understanding all the risks they faced from Enron-style scandals while also dealing with complying with new SOX regulations that were coming online. There was an opportunity to supply solutions to an audience that he could see would soon grow in importance and prominence.

‘As a result of Enron and the regulatory changes that were taking place, governance had suddenly been thrust into the investment landscape,’ Richman said. ‘For the first time, compliance structure and governance systems were seen as investment criteria, with stock price dependent on how much confidence investors had in the board of directors.’

Everyone understood how scandals could destroy stock values. Corporate Secretary sought to explain how governance systems could help restore ‒ or even strengthen ‒ them. In addition, the magazine provided insight and examples of what to do in difficult situations.

Push for governance

Looking back through past issues of the magazine, one can see how the role and responsibilities of the corporate secretary have changed, how the audience of corporate secretaries has responded to a magazine that caters to their needs, and how corporate governance has become a major concern for corporations.

‘SOX got the ball rolling,’ says Stewart, noting that the corporate governance movement had been building for some time, but the Enron scandal and the move for more regulation helped fuel interest in the magazine. ‘The corporate governance movement had been active, but suddenly it had a new impetus.’

Corporate secretaries had new responsibilities to the investment community, their company’s relationship with activist investors and institutional investors became more important and many companies began feeling pressure to refine their boards. The corporate secretary would play a role in managing all of those things, and the magazine would be a source of information on how best to do them.

For example, the first issue of Corporate Secretary featured a cover story about the aftermath of Enron and the corporate malaise that followed (some called it Enronitis).  That issue also featured a story on corporate governance ratings companies, which were just coming into existence. Nowadays we are still dealing with financial scandals, and corporate governance ratings have become accepted, but there are still debates about the true value they provide.

Issue one also introduced corporate secretaries to governance professionals who were prominent at the time. Many of those individuals have since built on their credentials to become some of the biggest governance stars internationally. For example, Ken Bertsch, then director of governance at TIAA-CREF, is now president and CEO of the Society of Corporate Secretaries and Governance Professionals. Peggy Foran, already well known as Pfizer’s corporate secretary, is now chief governance officer, vice president and corporate secretary at Prudential Financial. Other governance stars such as Pat McGurn of ISS and the Conference Board’s Carolyn Brancato have also been featured.

Recurring themes

Just as people in the corporate governance arena tend to maintain a presence, certain governance issues seem to resurface over time. The November 2002 issue featured a cover story titled Building the ethical corporation and, by coincidence, the November 2011 issue cover story was Compliance and ethics movement takes off.

Over the 100 issues, the magazine has tried to deliver information that serves its audience well. Stories on the career path and salaries of corporate secretaries have been popular over the year, such as the July 2004 issue cover story on careers in governance: The career report: Setting an individual path ‒ the skills and how to move up the ladder. The July 2005 cover story, Moving on up: How many corporate secretaries become board members?, also examined advancement opportunities. The November 2006 issue analyzed the pay of compliance officers, general counsel, corporate secretaries and ethics officers in the US and the UK.

The magazine has kept an eye on the evolution of key governance issues, such as the backlash reactions to legislation in the April 2005 cover story, Breaking under pressure: Cracks appear as SOX backlash appears, and the June 2010 cover story interview with Michael Oxley, co-sponsor of the legislation, in which he discussed the impact SOX has had on businesses.

Key developments in the governance arena have also been captured in the pages of Corporate Secretary. The December 2006 issue featured a cover story discussing the impact of the first-ever arrest and conviction of a compliance officer on fraud charges.  The November 2008 issue cover story highlighted the first signs of the changing face of shareholder activism, which continues to evolve every proxy season.

Covering the corporate governance landscape over these first 100 issues certainly filled a need. With governance taking an increasingly higher profile in business, delivering the next 100 issues of Corporate Secretary will no doubt be just as important.