The governance team at Chesapeake is a small and tight-knit group that, despite its lack of numbers, lends a helping and expert hand to a wide array of projects. Stacie Roberts was promoted in May 2019 to assistant vice president of corporate governance and continues to report directly to the company’s executive vice president, general counsel, corporate secretary and chief policy and risk officer. In terms of full-time staff, her team comprises governance managers Heidi Zanecosky and Darcy White.
The team has remained roughly the same size while Chesapeake has grown from a market capitalization of $395 million in 2010 to $1.58 billion in 2019. At the same time, the team has expanded its roles and responsibilities to take in legal and risk management, environmental and social issues, operational efficiencies, technological advancements, strategy and cyber-security.
‘We’ve had a lot going on this year,’ Roberts says. That busy schedule has included everything from looking at the potential for using artificial intelligence to improve the team to helping with employee appreciation efforts.
It is increasingly important for companies to stay current with best practices for the content and presentation of their proxy statements. The Chesapeake team helped enhance the company’s proxy statement by: benchmarking more than 30 other companies’ proxy statements; streamlining sections including the summary of proposals and board recommendations, standing committees of the board and governance trends and director education; designing the brand page to take into account Chesapeake’s culture and employee engagement in the community; and enhancing control documents and audited materials.
ESG is another area of growing importance to both investors and boards. In recognition of that, the team this year spearheaded the collection of data and created a presentation to the corporate governance committee on ESG issues.
It also worked on the company’s ‘deep dive’ into ESG practices. This involved generating a more than 60-page presentation on environmental and social practices including general trends, investor views, stockholder proposals, websites, metrics, rating agencies, policies, board and management leadership, public disclosures, executive compensation linked to ESG, legislative initiatives and peer company analysis.
CEO succession is a key responsibility for boards and this year the Chesapeake corporate governance team supported the appointment of Jeffry Householder as president, CEO and director. The team also supported issues relating to the retirement of his predecessor Michael McMasters as a director and as president and CEO after 36 years with the company.
Shortly thereafter, the team assisted in the corporate governance committee’s discussions on board composition and succession, including providing an analysis on practices benchmarked against peer companies, the S&P 500 and the top 100 US public companies. The committee took into account factors such as the average age of boards, diversity, refreshment, tenure, corporate culture, ESG, cyber-security and shareholder activism.
Among other things, over the past year the team also:
- Benchmarked peer company practices related to year-end materials such as letters to shareholders
- Introduced upgrades to the board portal that created an improved director experience and looked at product development on the horizon
- Reviewed best practices relating to annual board and committee evaluations as well as helped bring evaluations into line with the company’s culture and practices, added clarity to the evaluations and increased consistency across evaluations.
This article originally appeared in the latest Corporate Secretary special report.
Ben Maiden
Ben Maiden is the editor-at-large of Governance Intelligence, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance...
