A man of the moment

Rick Hansen has never been a man comfortable with just standing still. He has a passion for learning and taking on new challenges, a passion that has served him well during his time at Chevron. Being involved with the legal and governance team of a company in the oil and gas industry is far from simple at the best of times, but this past year has been particularly challenging.

Despite this, Hansen has been a prolific contributor to the broader governance debate, regularly writing on important issues facing his peers and speaking at conferences across the country. He has helped the corporate governance group at Chevron streamline internal governance processes and enhance the group’s ability to rapidly consider and address developments in governance, including changes in federal and state law, SEC rules and interpretive guidance, exchange listing requirements and corporate governance standards, and proxy advisory firm voting guidelines. He writes numerous white papers for Chevron’s board to keep it current on these and other issues.

His speaking roles include the Securities Industry and Financial Markets Association 2010 annual conference, the Practicing Law Institute, the Corporate Legal Professional Network and the Northern California chapter of the Society of Corporate Secretaries and Governance Professionals. He also teaches a course on governance at Golden Gate University School of Law.

‘One thing I have really tried to do over the last few years is keep myself relevant,’ observes Hansen. ‘By this I mean making an effort to speak, write and stay involved in current issues affecting the in-house counsel position. Certainly it has been helpful that Congress and the SEC have been so active over the past year and a half in generating a lot of new issues to think and write about. The space we work in is continually changing; the contours of the debates on particular issues shift constantly and in order to be a
good client service provider you have to stay up to date on what is happening.’

Hansen brings this same energy and passion to his day job. At Chevron he plays an important role in keeping board members educated on and abreast of what’s happening in the governance community, covering what is going on at the federal legislative level and at the SEC, and what current thinking is in terms of best practice in the opinion of groups like ISS, Glass Lewis and the Society of Corporate Secretaries and Governance Professionals.

One area Hansen was recognized for by his peers is his work in streamlining various internal policies and procedures, especially in the area of Section 16 compliance and reporting. He has also helped Chevron’s board and its committees streamline their operations.

‘I don’t think [our approach] is anything out of the ordinary compared with any of the well-run governance departments at the large companies,’ Hansen suggests.‘But we do take what we do very seriously at Chevron. I think that is in part because of the kind of person approaches corporate governance issues. We have benefited from the fact that [this attitude to governance] has trickled down from her.’

Finger on the pulse

Hansen was also part of the team that worked on a bylaw amendment; this project resulted in the company reducing the ownership threshold to call a special meeting from 25 percent to 15 percent. This decision was made in direct response to feedback received from Chevron shareholders.

‘We are very actively engaged with not only the proponents of stockholder proposals but also all our institutional shareholders,’ says Hansen. ‘We have an excellent outreach program with them that allows us to keep a finger on the pulse of issues important to them. I would say the special meetings amendment to the bylaws was a direct reflection of that.’

Like many of the prizes handed out at the 2010 Corporate Governance Awards, this award was, in many ways, the result of a team effort. ‘Lydia Beebe and Chris Butner give me great opportunities that ultimately resulted in receiving this kind of recognition,’ enthuses Hansen. ‘I couldn’t work with two better people. There are some places where you can work where having a public face is not favored, but Lydia and Chris have been great about making sure all of us are out there participating in the community and helping to shape the debate on governance issues.’

So where next for Hansen? ‘I think I have found a good spot that enables me to stretch my wings and participate in the industry and what is going on,’ he says.

‘In terms of Chevron and most other public companies, I think you are going to see an increased focus on governance issues over the course of the next year. In large part this is going to be driven by the SEC and its implementation of Dodd-Frank.

Like many companies, next year will also be the first year for Chevron for say on pay. You are likely to see some other enhancements to our disclosure and some of our governance processes as we get a better idea of how the regulation will take shape.’