A year to remember

Most corporate secretaries and in-house counsel have seen workloads increase recently, and many have made some outstanding contributions to their companies, but few have had the year that Carol Ward experienced in 2010.

When she and her team were tasked with leading the legal and governance aspects of the acquisition of UK confectionery company Cadbury, they found themselves immersed in many months of varying regulatory frameworks and differing shareholder cultures in what would become one of the defining cross-border transactions of the year.

This historic deal was noted and well respected throughout the industry, and Ward’s work overseeing the biggest M&A deal in the sector led to her winning the award for governance professional of the year (large cap) at the Corporate Governance Awards 2010.

‘Helping the enterprise achieve its goal and finalize this transaction was important to Kraft, and we are all very happy to have helped accomplish that,’ says Ward.

Multi-tasking

While the highly experienced lawyer managed the internal transaction team during the due diligence process, she also ensured the board of directors was kept in the loop and updated on existing regulations. At the same time, she was responsible for the legal aspects of the financial obligations relating to this transaction and the company’s ongoing disclosure contract.

‘This year was a process of improvement,’ says Ward, who is vice president and corporate secretary of Kraft Foods. ‘My team and I really tested our abilities.’Ward oversaw the multinational company’s disclosure compliance throughout the transaction, which involved navigating a deal that started out hostile but eventually became friendly. The judges were impressed with the carefully crafted filings and the work Ward did in traversing negotiations with the UK’s Takeover Panel.

All of this was done without the benefit of any clear precedent on which to base the deal. While all this was going on, Ward was also negotiating the annual meeting and proxy season, which required using her outstanding written communication capabilities.

When compiling the legal review of the materials for the board, she placed emphasis on ‘quality and clarity’, says Kraft: ‘As always, Carol managed the ongoing and frequent strategic and technical legal advice provided to the board.’

‘This experience was not like anything else,’ admits Ward. ‘It called for complementary skills and capabilities. This was the biggest transaction we’ve ever dealt with, and people showed their best work.’

Now, even though the sun has set on the acquisition of Cadbury, Ward is seeking to push Kraft’s corporate governance function even further.She continues to spend time in Europe as the integration of the legal, governance and compliance personnel moves forward.

While the Cadbury transaction doubtless formed the centerpoint of Ward’s year, she was also highly active in other areas. For the second straight year she was the leader of the team that implemented complete notice and access for mailing proxy materials to Kraft’s shareholders.  This resulted in significant cost savings for the company and shareholders, and yet had little impact on overall voter turnout. Ward was also a major player, along with other executives, in the creation of the letters to shareholders for this year’s company proxy materials.

Additionally, she managed the year-round ‘shareholder engagement process’ during which Kraft Foods often communicates with its top 200 institutional shareholders. According to the company, this year in particular – with the Cadbury transaction coupled with the tougher regulatory environment – made shareholder engagement a process of supreme importance.

‘We show collegiality and professionalism, which sets the corporate secretary apart from other corporate communicators – it’s such a great profession,’ Ward enthuses. ‘When you think about the other nominees for this year’s governance professional of the year award, they all exemplify those same characteristics.’

In this award category, the judges based their decisions on the most outstanding individual in a governance, compliance or legal function. The winner would have to demonstrate exemplary performance in moving governance forward while enhancing compliance activities at his or her company. Other areas that were taken into consideration include board structure, shareholder communications, regulatory filing, annual reports and all other sectors of the company’s governance division.

As if all this wasn’t enough, Ward also took on the task of overseeing orientation and education for two new board members who were elected during the Cadbury merger process. The judges believe Ward excelled in all areas required for this category and should be acknowledged for her achievements this year. ‘Carol had one of the busiest and most challenging years of any corporate secretary but dealt with it in the most professional manner possible,’ said one. ‘The sheer size of what she achieved is incredible.’

‘Carol carries out all of her duties with exceptional dedication, fierce and exacting intelligence, and openness to new approaches,’ a Kraft spokesperson says.