Corporate governance team of the year (small to mid-cap).
Brian Martin, executive vice president and general counsel at KLA-Tencor, a supplier of process control and yield management solutions, often uses an analogy to describe the effectiveness of his cross-functional governance team: ‘A good friend told me that a herd of wild horses will position itself in a circle, facing outward, monitoring the horizon for danger,’ he says. ‘This is a great visual for a governance team: if we are not monitoring the horizon for change, we’re going to be unprepared for it.’
Few could accuse Martin (pictured left) and his team of being unprepared over the last few years – in fact, they have transformed governance practices at KLA into some of the country’s best. ‘Every day we look out for each other,’ Martin says. As a result, Corporate Secretary named KLA-Tencor its 2011 corporate governance team of the year (small to mid-cap) for achieving exceptional governance standards.
KLA-Tencor’s Legal and Compliance Organization was built amidst the turmoil of high-profile stock option backdating litigation and governmental investigations. At the time, the department lacked overall strategic direction and was losing key personnel to other companies, and outside counsel costs were spiraling out of control. While managing the backdating matters to a conclusion, the team emerged as a world-class legal department and reduced outside counsel expenses by 65 percent.
‘An effective team approach to governance starts with a deep respect for 
expertise offered by the cross-functional team members,’ says Martin, who now heads up a 12-member legal department. ‘The team’s varied skills were fused by a common vision that KLA-Tencor’s employees, board of directors and shareholders deserved world-class governance.’
The company spent a vast amount of time and resources to arm its employees with value-based roadmaps for the daily conduct of their business activities. Over the past year, the legal team devised and implemented a comprehensive compliance program entitled Values in Action (VIA), geared towards educating the thousands of KLA-Tencor employees around the globe on how to maintain honesty and integrity in every aspect of their jobs.
The VIA program recognized that employees work each day in a ‘legal minefield, and was designed to help employees traverse the ever-changing, challenging legal environment while better understanding how seemingly small compliance infractions can create a culture of non-compliance.
‘The team has the utmost respect and admiration for the employees of KLA-Tencor, and the efforts behind the VIA program were fueled by a desire to arm employees with legal and ethical roadmaps to success,’ says Martin.
