H&R Block wins award for Corporate Governance Team of the Year (Small to Mid-cap)
It takes courage and commitment to carry out a governance overhaul correctly, and the members of 2013’s corporate governance team of the year in the small to mid-cap category have proven that they have an ample supply of both. The H&R Block governance team has put together a model that other companies looking to revamp their governance practices would do well to follow.
The team, comprising chief legal officer Tom Gerke, vice president and secretary Scott Andreasen, and Priscilla Duncan, corporate counsel, focused on governance, securities and corporate finance matters; they conducted a comprehensive review and revision of all key governance documents, including the company’s bylaws, corporate governance guidelines, committee charters and code of business and ethics conduct. Language to help ensure compliance with the Foreign Corrupt Practices Act was dutifully added to several documents. The group then relied on a ‘cross-functional team’ of contributors from various business units to carefully scrutinize the new documents to lessen the possibility that governance issues would be missed.
‘We really went back to our code and started from scratch,’ says Andreasen. ‘We wanted to bring in a lot of different people from around the firm – legal, finance, HR – a lot of different stakeholders. Everybody had time to look at it and give us his or her thoughts. We wanted to do an overhaul of our entire program.’
Andreasen, who also serves as the company’s chief ethics officer, says reviewing the proxy statement was another big part of the overhaul. Special attention was given to executive compensation and other key disclosures, and the document was enhanced by a more visually appealing design.
‘We spend a lot of time on [our proxy statement] and we have a lot of people who work on it, both inside the company and external advisers,’ Andreasen explains. ‘We really feel it is the number one way we can communicate with our shareholders.’
Even the way board meetings are held has been revamped. The governance team has implemented a more disciplined approach to preparing for and conducting board meetings as a way to help the board fulfill its fiduciary responsibilities more efficiently. There is more of an effort to include only materials that are concise, meaningful and useful for board members prior to meetings. The result has been more rigorous discussion of the issues by directors and a high level of support for the governance team’s efforts. Now that’s governance at work.
For photos of the 2013 awards, click here.
