NEW YORK, NY--(Marketwired - Mar 30, 2016) - The Society of Corporate Secretaries & Governance Professionals, an organization of over 3,200 corporate secretaries and governance professionals, today released findings on the corporate secretary's growing role in institutional investor engagement. The survey of corporate governance professionals from 276 companies was conducted by Rivel Research Group, a survey firm specializing in the investment community.
When it comes to communicating with investors about governance, corporate secretaries play a definitive role by sharing their knowledge of a board's practices, preparing written reports for the board, acting as the point person to connect directors and investors, and initiating contact with investment professionals. Sixty-three percent (63%) of respondents acknowledged they play a major or important role in interacting with investment professionals about corporate governance. Fully half of large-cap company secretaries directly initiate contact with investors, but only about thirty percent of mid- and small-cap companies do so.
"Corporate secretaries are uniquely suited to the role of engagement given their access to the board members and their governance roles within their companies. Communicating investor views to their company's board and management was particularly important this year as companies considered proxy access and other proposals," said Darla Stuckey, President & CEO, Society of Corporate Secretaries & Governance Professionals.
Some key corporate secretarial responsibilities include staying apprised of governance trends and issues, discussing and presenting to directors on governance matters, and acting as the liaison between the board and investors. Respondents confirmed that their three most important engagement roles are ongoing dialogue with the board (60%); presenting to the board (58%); and serving as investor liaison for directors (58%).
"Corporate secretaries increasingly drive practical shareholder engagement and productive transparency on governance topics," said Sabastian Niles, Partner, Wachtell, Lipton, Rosen & Katz. "As companies approach governance matters strategically and build mutual understanding and effective relationships across the shareholder base, the key is quality rather than quantity."
The number of corporate secretaries wanting to drive governance-related communications is a reflection of the growing importance being placed on governance. Seventy-two percent (72%) believe that issues such as board composition, executive compensation, CEO succession and environmental, social and governance (ESG) issues have become greater engagement priorities over the past few years.
Not surprisingly, corporate secretaries exert considerable influence over how their companies disclose governance-related issues. Three-quarters (76%) of respondents noted that they have substantial influence on governance-related disclosure materials.
"It is clear that the corporate secretary is the in-house subject matter expert on governance issues. The data also shows that there is a greater opportunity for the corporate governance practitioner to take a larger role in governance education and engagement with institutional investors," said Brian Rivel, President of Rivel Research Group.
The survey confirms that compensation and board composition continue to be hot-button topics for the investment community and that the issues most often raised by institutional investors with governance professionals are executive compensation and pay-for-performance criteria (89%) and board skills, diversity and independence (57%). Undeniably, these topics are priorities of investors in their interactions with governance professionals.
The survey indicates that this type of engagement has been on the rise, and will likely continue to rise, with 40% of respondents noting that questions about governance from investors have increased over the last few years.
The Society will continue to provide training on these matters to assist companies as they support and provide resources for this increasingly important role.
Highlights of the report are located here on the Society's website. The full survey report is available upon request from Rivel Research Group.
Methodology:
This survey was conducted online by Rivel Research Group on behalf of the Society of Corporate Secretaries & Governance Professionals from January 28 to February 14, 2016 among 276 North American Companies (Large-cap: 70 / Mid-cap: 102 / Small-cap: 87 / Cap-size not divulged: 17).
About The Society:
Founded in 1946, The Society of Corporate Secretaries & Governance Professionals, Inc., is dedicated to providing members the knowledge, skills and tools to promote effective governance for the benefit of boards, management and shareholders.
About Rivel Research Group:
Rivel Research Group is a dedicated research firm devoted to gathering, analyzing and interpreting investment community feedback. We specialize in delivering actionable insight based on in-depth measurements of the global investment community in two distinct ways: the Corporate Governance Intelligence Council and Perception Research. Additional information concerning Rivel is available on its website at www.rivel.com.
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