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Scrutiny Sparks New Calls for Governance 'Top Dogs'

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Amid heightened investor scrutiny, some U.S. companies are choosing to name a specific executive to carry the corporate-governance load.

At Tyco International Ltd. the still-evolving post has the title of senior vice president of corporate governance, while at Computer Associates International Inc., it's director of corporate governance. But in each case, the effort is part of the company's answer to its own governance problems.

Other companies are pushing to reorient the corporate-secretary job by strengthening its focus on governance. And at least one major corporation, Pfizer Inc., has had a governance official for years, well before the surge of interest in such a position.

At first blush, the appointment of a governance top dog may seem superfluous: Governance is, in some way, part of every senior executive's job. But for some companies, the thinking now is that making a single person responsible for its oversight underscores a corporation's resolve to ensure that good practices prevail.

Recent corporate scandals have led to increased scrutiny of how companies are run, leading to debate on issues such as the role of audit committees, possible conflicts of interest on the part of directors, executive compensation, communications with shareholders, and whether the offices of chairman and chief executive should be separate posts. A governance executive can help represent his or her company in the forums where these issues are debated, feed information back to the company's management and board, and push for changes when appropriate.

"I've been promoting this for a number of years," says Richard Koppes, a lawyer in Sacramento, Calif., and the former general counsel for the California Public Employees' Retirement System, the nation's largest public pension fund. "I think it's a way to institutionalize the issue of corporate governance within a corporation."

Pfizer agrees. The New York-based drug maker has 15 employees in its corporate-governance department, says Margaret Foran, Pfizer's vice president of corporate governance. Ms. Foran, a former J.P. Morgan corporate lawyer, has held the governance post at Pfizer since 1999. Last year she was also named Pfizer's corporate secretary. And she is the second Pfizer executive to hold the governance post, following in the footsteps of Terence Gallagher, the longtime head of the department who built a reputation as a corporate-governance guru during his years at the company.

Ms. Foran says having a commitment to corporate governance has helped the company stand out when competing for investors and when seeking new talent. "You want to work for a place that has integrity," she says.

For most companies, however, only recently has governance received so much attention. At Computer Associates, the creation of a corporate-governance position was part of the company's response to controversy. In the past, the Islandia, N.Y., software maker has been bruised by criticism of its executive-compensation practices and by a high-profile fight with a dissident investor over nominations to its board. Recently, Computer Associates has also faced an investigation into its accounting by the Securities and Exchange Commission and the U.S. Attorney's Office for the Eastern District of New York. A spokesman for the company says that Computer Associates has been cooperating with the inquiries but that it believes its accounting practices were appropriate. The SEC and the U.S. attorney's office both declined to comment.

Computer Associates says it has committed itself to high corporate-governance standards, in part by electing to its board heavyweights such as Walter P. Schuetze, a former Securities and Exchange Commission chief accountant. And in late October, the company named Robert Lamm as its corporate secretary and to the newly created governance post.

Formerly a corporate-governance attorney in private practice, Mr. Lamm has been on the job for only about four months at Computer Associates. Mr. Lamm says he has been doing "an awful lot of reading" as he surveys the governance literature. He also has been keeping a close eye on the "extensive rule making" that has followed the recent corporate scandals. Mr. Lamm monitors what other companies are doing in such areas as determining who is and who isn't an independent director.

"I'm obviously still learning the ropes as to how Computer Associates does things," he says. One of the tasks he says he has taken on is reaching out to the company's investors "to let them know I'm here" in case they have questions about the company's approach to governance.

Part of what makes Mr. Lamm's job more difficult is that the rebuilding of Computer Associates' reputation remains a work in progress. "We have issues. I'd be a fool if I denied that," says Mr. Lamm. But he says that he believes his credibility is strengthened by his status as a new arrival. "The good news is, I wasn't here," he says, referring to problem times in the past. "To the extent there's any taint, I'm not personally tainted."

Mr. Lamm pledges an honest approach. "I don't lie," he says. But he knows that to succeed, he'll need the support of the company's senior management. "Ultimately, the tone is set at the top," he says. Mr. Lamm technically reports to Computer Associates' senior vice president and general counsel, Steven Woghin, but he says that he has room to maneuver.

"I don't have to get Steve's permission to call Sanjay," he says, referring to Computer Associates' chairman and chief executive, Sanjay Kumar. "I don't need Steve's permission to call a board member."

Mr. Woghin agrees. "Administratively [Mr. Lamm] needs to report to someone," he says, but "he doesn't need to go through me. He doesn't need my imprimatur in his dealings with the board."

Mr. Lamm has a kindred spirit in Eric Pillmore, who also took over the governance reins at a company worn down by controversy. Since last August, Mr. Pillmore has been working as Tyco's senior vice president of corporate governance, a new position at the Bermuda-registered conglomerate. Mr. Pillmore, formerly a finance executive, arrived at Tyco as the company's new management sought to clean up a scandal as part of which former CEO Dennis Kozlowski has been charged with grand larceny for allegedly taking unauthorized compensation. Mr. Kozlowski has pleaded not guilty, and his attorney says the charges and related claims filed against him by Tyco are "unfair and unfounded." Tyco declines to comment on specifics, but says it is cooperating with authorities.

Mr. Pillmore says an important part of his job is communicating with four key constituencies at Tyco: financial managers, operating managers, directors and employees. He says he's spent a good amount of time on the road, visiting Tyco managers in everywhere from Brussels to Jacksonville, Fla., and he's finishing up a new Tyco code of conduct that will be translated into 10 languages so it can be distributed to Tyco employees world-wide.

Like other governance officials, Mr. Pillmore spends part of his time interacting with the directors. "I sit in on all the board meetings and the majority of [board] committee meetings," he says. Mr. Pillmore also has the benefit of working with an old colleague: Ed Breen, Tyco's new chairman and CEO, was formerly the CEO of General Instrument Corp., where Mr. Pillmore was the chief financial officer.

Mr. Pillmore knows that Tyco's baggage makes his job more difficult, but he remains optimistic. He acknowledges that "there is frustration" with Tyco on the part of investors who have seen the company's stock suffer during its troubled run, but adds that "at the end of the day most people are interested in the future and not the past."

Companies that have weathered corporate scandals aren't the only ones looking to raise their governance profiles. In October, Anadarko Petroleum Corp., in Woodlands, Texas, promoted its longtime corporate secretary, Suzanne Suter, to the added post of chief governance officer. And another energy company, Sunoco Inc. of Philadelphia, recently did the same thing with Ann Mule. Both executives say their ascents speak to the importance of corporate governance at their companies, although their roles remain in many ways the same.

"The corporate secretary position has traditionally handled governance matters, so it's a normal transition," says Ms. Suter. "I think it's an elevation of the job. As corporate secretary, I had some access to the chairman and the CEO, but certainly not to the same extent that I have as chief governance officer."

-- Mr. Ceron is a reporter for Dow Jones Newswires in New York.

Copyright © 2003 Dow Jones & Company, Inc. All Rights Reserved

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Last updated: Jun 9, 2003




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