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Nov 16, 2015

Honoring governance pace-setters

First-time nominees AMN Healthcare and Splunk were recognized for their compliance and governance programs and proxy statement, respectively, while women nabbed the governance professional and lifetime achievement awards  

On November 4, the stars of governance, compliance and risk management gathered in New York for Corporate Secretary’s eighth annual Corporate Governance Awards – and what a glittering evening it was.

Even as we’re glad to see some of the largest, most successful companies continue to be nominated in various categories for several years running, it’s gratifying each year to see a new crop of first-time nominees: it tells us the word is spreading and the awards’ prestige is growing. This year, San Francisco-based software producer Splunk walked away with the best proxy statement award for small to mid-cap companies. Other newbies include the Hershey Company, Hologic, Woodward and AMN Healthcare, which won the awards for best compliance and ethics program (small to mid-cap) and corporate governance team of the year (small to mid-cap).

The judges liked AMN Healthcare’s ethics champions program, in which managers serve as liaisons between the business units and the ethics and compliance committee to ensure a focus on ethics permeates the organization. That’s recognized as a best practice in fighting fraud.

After being honored in recent years for best proxy statement and best use of technology, General Electric finally took away one of the biggest awards: corporate governance team of the year (large cap). Amid ongoing M&A activity, including the sale of GE Capital and challenges from the Federal Reserve board, the company continued to set the pace as a governance innovator with redesigns of its 10K and proxy statement to make both more functional. The judges also liked GE’s ongoing attention to training, with three eligible governance lawyers selected for courses in the most senior level of training in GE’s leadership training academy.

It was also great to see both awards for governance professional of the year go to women. In the large-cap category, Cynthia Nastanski, senior vice president of corporate law and deputy corporate secretary, was recognized for being instrumental in shaping PepsiCo’s disclosures in governance practices, particularly around sustainability. She was also credited by the judges for the high level of buy-in from senior management that sustainability issues get, largely because of innovative programs she has introduced, which have gained high visibility.

In the small to mid-cap category, Jean Weng, deputy general counsel and corporate secretary at Voya Financial, drew praise for being largely responsible for Voya accomplishing so much in just two years as a public company since its spin-off from ING Group, with a team of just four. In addition to deserving credit for managing the process of recruiting an entirely new board of independent directors that is diverse in its gender, ethnic and experiential composition, the governance team under Weng’s supervision was cited for Voya’s holding of virtual annual meetings that allow broader shareholder participation.

Another woman of distinction was the recipient of the lifetime achievement award this year. Peggy Foran, Prudential Financial’s chief governance officer, was honored for nearly 20 years of work as a true pioneer in the field. Her visionary championing of plain English – instead of obfuscatory legalese – in corporate disclosures dates back to before governance was even seen as a profession. In 1998 she contributed to the groundbreaking SEC handbook, How to create clear SEC disclosure documents. In 2007 she was a key force in developing a prototype executive compensation section of a proxy statement that drew praise from then-SEC chair Christopher Cox. And as Pfizer’s governance chief in 2005, she was influential in that company’s early adoption of majority voting in director elections.

Perhaps there is no greater tribute to a governance innovator than what Amy Borrus, interim executive director of the Council of Institutional Investors, had to say: ‘Investors are among Peggy’s most ardent fans. She always strives to find common ground and is always willing to break new ground. And in every sphere, she is a star who helps others shine.’

All the winners will be profiled in our winter 2016 issue, coming out around the New Year, so keep an eye out for it.

David Bogoslaw

Associate Editor and Online features producer for Corporate Secretary