John Weckenmann
Partner, International Client Development
The United States is undergoing a sea change in corporate governance. As a result of recent regulatory changes, companies are under greater scrutiny than ever before, and shareholders are gaining increasing influence in everything from director elections to executive compensation. And even more fundamental changes are on the horizon as Congress finalizes the governance provisions in the pending financial reform bill.
These changes will have enormous impact on how boards of directors operate and communicate with shareholders. And it has important implications for communications and investor relations professionals who will increasingly need to think about these issues:
Turning out the vote in routine and contested director elections
Making the case for executive compensation in say-on-pay votes
Communicating the rationale for the board’s structure
Defending the composition and diversity of the board
Communicating the company’s sustainability record
Demonstrating the company’s leadership in governance and corporate citizenship.
In light of these developments, Ketchum has formed the Corporate Governance Advisory Board, a diverse group of experienced industry experts who provide seasoned counsel and strategic approaches to Ketchum clients on emerging regulatory issues surrounding the profound changes impacting investor communications. Comprising leaders in securities law, shareholder activism, governance consulting, and shareholder and investor relations, the Corporate Governance Advisory Board discusses these issues with Ketchum, and board members are available under separate retention arrangements to work with Ketchum’s corporate counselors to help clients navigate the new governance landscape.
The Advisory Board consists of these leaders:
Jerry Burgdoerfer, a partner in law firm Jenner & Block, where he co-chairs the Securities Practice and regularly advises company boards and board committees on fiduciary duty and corporate governance issues.
Sophie L’Helias, a 15-year expert in investor activist campaigns and head of L’Helias LLC, which advises clients on assessing activist risk and stakeholder strategies.
Fred Marquardt, Senior Managing Director of Shareholder Services firm Morrow & Co. LLC, where he provides corporate governance consulting, proxy solicitation and advisory services.
Kurt Stocker, a member of the SEC Disclosure Advisory Board, the Financial Industry Regulation Authority (FINRA) and chairman of the New York Stock Exchange Individual Investor Advisory Committee.
Lou Thompson, former President and CEO of the National Investor Relations Institute and an assistant White House Press Secretary during the Ford administration.
The Ketchum Corporate Governance Advisory Board offers a range of services to help clients and their boards communicate more effectively about governance issues. Specifically, the board, along with Ketchum’s Corporate Practice counselors, can help develop communications strategies to gain the support of important constituencies leading up to and during proxy season and throughout the year. These proxy support and stakeholder relations services encompass this range of programs.
Internal communications programs to familiarize employee shareholders with the company’s board of directors, especially important for companies with majority voting.
Compensation communications to help shareholders make sense of executive compensation – particularly around say-on-pay votes.
Director election support to help manage proxy access issues or to support directors in the face of withhold vote campaigns.
Shareholder proposal campaigns to build support for company positions around shareholder proposals.
ESG programs to communicate company efforts on environmental, social and governance matters in advance of possible SEC disclosure requirements.
Director communications programs to help directors become more involved in communicating with important constituencies, when and as appropriate, given their ever increasing roles.
Good governance communications to better manage governance scores and reputation by building understanding of a company’s governance practices.
Sweeping changes to corporate governance in the U.S. are transforming the way corporations have to communicate and share information. With the formation of the Corporate Governance Advisory Board, Ketchum is uniquely positioned to help clients navigate this new governance landscape with an extraordinary group of seasoned leaders in securities law, shareholder activism, governance consulting and shareholder and investor relations.
Keywords :