5 questions with Aviat Networks

Before joining Aviat Networks she was a chief counsel at the Department of Commerce, and prior to that she worked at XM Satellite Radio and Energizer. She earned a bachelor’s degree from Northwestern University and a JD and MBA from Washington University in St. Louis. Here she talks to deputy editor Aarti Maharaj.

1. What is your take on governance in the high-tech/telecommunications industry? Is it different from other sectors?

I see corporate governance as a broad-based set of principles whereby the board oversees accountability, fairness and transparency in the company’s relationship with all of its stakeholders, including management, customers and shareholders. This framework is applicable to all industries, whether it is consumer goods, media, high-tech or telecommunications.

Differences may arise in specific procedures because of the way business is executed or the way an industry is regulated – for instance, the procedural controls and information flows that exist in a manufacturing, high-tech or telecommunications business may not exist in a consulting or advertising business.

2. In your view, what should governance professionals know about IT governance? Do you think it is becoming an area of increasing concern?

IT governance is a subset of corporate governance. Historically, some believed that IT governance focused on IT systems, performance and risk management, and many felt that it was the responsibility of the chief information officer. In reality, however, it is much broader than that.

It involves everyone – the board, management, staff and customers. It is another framework used by the organization to establish transparency and accountability of individual decisions. It helps to ensure the traceability of decisions in order to hold responsible parties accountable. Questions we need to ask about IT from a corporate governance perspective include whether an IT investment will create business value and also reduce or mitigate risks related to IT. I think one area of increasing concern in IT corporate governance for all companies is whether the company is giving an appropriate amount of attention to shielding itself against cyber-security issues such as inadvertent data breaches and intentional hacking.
 
3. In 2007, Aviat went public. What hurdles did you face post-IPO?

After an IPO, a company typically faces several challenges. In the case of Aviat Networks, which was formerly known as Harris Stratex Networks, two companies with full-scale global operations merged – operational consolidation and synergistic execution were critical parts of the process, as were the implementation of a variety of controls, processes and procedures to manage the combined businesses.

In addition, Aviat Networks had Class A and Class B shareholders, and this required balancing the interests of all respective stakeholders while keeping the governance and compliance landscape in mind. Last but not least, critical in any such transaction is achieving one company culture as this is the basis for how employees behave, perform their functions, interact with customers and make their decisions. Nowadays companies must consider additional issues such as the Dodd-Frank legislation – specifically, the impact of the whistleblower rules, increased use of social media including ‘real-time’ impact, resurgence in shareholder activism, and domestic and global privacy rules.

4. How has your experience at Energizer and XM Satellite Radio molded you for this role at Aviat?

I have been fortunate enough to have had a variety of roles and experiences. I started as an attorney with Energizer’s legal department and was responsible for a wide range of complex legal matters. Because I was always included in senior management’s review of the international business, I developed an interest in working in a business role; I was subsequently offered an opportunity to become a member of the Energizer brand management team and, later, the executive team managing the South and Central American business.

These roles allowed me to handle several challenges faced by a general manager, such as leading cross-functional teams, rolling out new products, managing sales and trade marketing issues, and developing strategic plans to grow the business. After joining XM Satellite Radio as part of the business launch team, I learned about the challenges of working in a start-up environment. At that time, XM had slightly less than 50 employees and was preparing to launch satellites, complete the build-out of its business infrastructure and begin offering satellite radio services to consumers.

After that I was offered a chief counsel position at the US Department of Commerce. I had the privilege of experiencing and making public policy decisions while getting a view into the inner workings of the executive branch of government. I returned to corporate life in the role of general counsel for the Microwave Communications Division of Harris Corporation, which ten months later merged with Stratex Networks to form Harris Stratex Networks, now known as Aviat Networks. All of these valuable experiences enhanced my perspective and helped me to better understand and manage the issues faced by all stakeholders today.

5. Compliance is a key focus area for you as a corporate secretary. What programs did you put in place to handle whistleblowing and whistleblower claims?

From the inception of the company in 2007, Aviat Networks has had a comprehensive business ethics program with a robust Business Code of Ethics. We have a process whereby employees can easily contact a designated business ethics leader or myself, either through email or a direct phone call. Our business ethics leaders, who receive and give business ethics training, are spread throughout the globe. Also, we have a separate telephone line and email address which is handled by a third party in the event that a person chooses to remain anonymous. Once a whistleblower report is received, the third party immediately notifies the head of internal audit, the audit committee chair and myself.

Together, we determine if the item should be referred to human resources or remain with internal audit or legal to conduct the investigation. In a nutshell, all whistleblower claims are communicated to the audit committee. In building an ethical corporate culture, these elements are essential, as is ethical leadership – in fact, an ethical ‘tone at the top’ is critical. Senior executives, supervisors who reinforce and encourage ethical behavior, peers who show commitment, and the company’s values as expressed through informal communication channels should be the basis of any compliance program.