Joan Conley, senior vice president and corporate secretary with Nasdaq, is the recipient of this year’s lifetime achievement award. She talks to <I>Ben Maiden</I> about how governance professionals have adapted to the pandemic and how the role of the corporate secretary has changed, and offers highlights from her many years at Nasdaq
My view and the view of colleagues, not only internally at Nasdaq but also [externally], is that Covid-19 has rewritten the rules of corporate governance in many ways. I categorize it in four areas.
First, there is much more focus on the intersection of business and society, which of course is a very broad area. The second is stakeholder issues. You look at stakeholders, stockholders, employees and the communities in which we work. We’ve always had discussions in the boardroom and with governance professionals but we’re [now] having much more deliberative discussions. It’s hitting the pause button and saying, ‘Where are those four constituencies, where are their issues, where are we within our business strategy, and what impacts will it have on society?’
Third, we’re very focused on board diversity, race and ethnic issues. Representation of stakeholders, stockholders, employees and communities is so important. Lastly is a more comprehensive approach to compensation. [Also,] pandemic-related risks are omnipresent in every board conversation. It’s not only business, financial and operational risks boards are tackling these days but also human capital management and social justice issues.
What I’ve seen is an increased use of both communication and technology. The importance of communication has always been part of our DNA at Nasdaq. We listen to our stakeholders, stockholders, employees and communities. The increased frequency of communication, especially with the board and having those four constituencies heard by the board, has been very important.
In terms of my day-to-day practice, there has been increased communication with the board, not only through Zoom but also via emails and phone calls. We are all experiencing a little bit of virtual meeting fatigue so it’s important to connect via the good old-fashioned phone call.
It’s a unique role to have corporate governance as well as ethics and compliance. Looking back on 2008 when I was appointed to that role, it illuminates the importance of ethics and our core value of integrity.
When I started the program in 2008 it was based just on policies, but then we incorporated enterprise risk management as well as an anti-corruption program, [General Data Protection Regulation] and privacy – those are some of the foundational elements of our program. But at its core are employees: communicating with and training employees… We have a very active ethics-in-action program with virtual training that started three years ago. And our speak-up program is more than a whistleblower hotline; if you have any questions on any policy, any issue you see, [you can] call the speak-up line.
They now have a much more active role and [are much more] part of the leadership of the corporation in terms of illuminating business, governance and societal changes to the senior leadership team as well as to the board. The corporate governance professional has an internal and an external focus like never before. It’s a different role from [investor relations] because you’re engaging with stockholders, stakeholders, employees and communities on different topics.
More investor relations people are learning about ESG but as you look at the evolution of those topics, they are being brought to the board via the nominating and ESG committees. And who’s responsible for that? The corporate governance professional, the corporate secretary. I’m the liaison with the nominating and ESG committees. I bring thought-leadership to the board.
I’m a huge proponent of mentorship. I’ve had great mentors through my career – some of them Nasdaq directors – and I have been a mentor of colleagues within Nasdaq, including Erika. [My advice would be] first, never stop learning. Read Corporate Secretary and other publications because you’ve got to stay abreast of emerging ESG issues.
Always say yes to things: they will take you out of your comfort zone, they will enable you to meet new people, engage with new people and help make a difference at Nasdaq.
Be involved not only internally but also externally. Explore new initiatives in governance and engagement. Take risks and don’t be afraid to fail. One of my previous mentors talked about failing forward. You’ve got to be able to do that in this role and I think Erika will do that well.
My last [piece of advice] is something I’ve done since I was in graduate school: I write down one or two new ideas every day. New ideas have been, I think, the key to my success, whether it’s in the world of corporate governance or in the world of Nasdaq – or in the world at large.
First and foremost, bringing Nasdaq’s governance framework to be a model for our listed companies. That was a goal of mine several years ago… It took a while to get there but we got there.
Second is the evolution of our proxy statement. That’s more than just a document: it's the evolution of our communication with our stockholders, stakeholders, employees and communities. I’ve been very focused on what the average investor wants to know about us. Telling the story of the company is very important. I’ve been very proud of the evolution of our [Form] 10K as well as our proxy, not only its content but also its readability.
And third is one of those creative ideas I wrote years ago, which is to focus on entrepreneurship, [something] that is part of Nasdaq’s DNA. Years ago I had a vision of an entrepreneurial center for Nasdaq, be it virtual or bricks and mortar, and I’m happy to say that Nasdaq [now has one] in San Francisco.
This is just the end of one chapter. I am passionate about corporate governance so I will continue in the governance world in some way, shape or form providing advice to public companies and start-up companies. My interest is also in serving on public company boards, either taking entrepreneurial companies through a series of fundings to become a public company or helping new public companies to bring them to a level of [excellent] corporate governance. I still have quite a bit of energy left so it’s only a retirement from Nasdaq. It’s not a retirement from the corporate governance world.