Corporate Secretary

COMMENT: Microsoft, meet Angelina

Microsoft is upping the ante on good corporate conduct, recently introducing bonuses for outside legal counsel who commit to diversifying their firms. Get the full story in the November issue of Corporate Secretary.

Just this month the computer company made another Good Samaritan move, garnering the interest of the world’s most coveted socially conscious actress, Angelina Jolie. Together, they formed Kids in Need of Defense (KIND), a national children’s advocacy initiative to provide free legal counsel to immigrant children in the US caught without caregivers.

Not that anyone cares, but 25 law firms and corporate law departments also helped create KIND.

By Janine Armin
Corporate Secretary

COMMENT: The right moves

Congressman Vito Fossella’s reputation for advocating good corporate governance was tarnished when it was revealed, through a drunken driving arrest, that he had had an extra-marital affair, which led to having an extra child.

Besides the possibility of serving a little jail time for the DUI, things are looking up for Fossella. The National Association of Manufacturers gave him the Award for Manufacturing Legislative Excellence, which honors voters who have supported manufacturing in America.

Perhaps the renewed respect will help him regain his authority in the world of business ethics, even if he falls a little short of that sentiment when it comes to romance and driving.

By Janine Armin

COMMENT: Participaction!

If any company could find the corporate governance mainstays America has come to know and love a bit challenging – like internal monitoring programs – it’s Siemens. The German engineering company has had one severe round with its shadow since German authorities uncovered a massive bribery scandal two years ago. The scale of the problem was in part attributed to its far-ranging operations.

To right the ship, last year Siemens hired Peter Solmssen as general counsel, putting him in the unenviable position of instilling ethical values among the company’s 400,000 employees. Tackling the global problem head-on, Solmssen headed to its facilities in Mexico, and did exactly what anybody charged with such a gargantuan task should: he told employees about ethics.

His new job could not be more different from his past role at GE, a company renowned for its compliance and deft leadership.

But it could help Solmssen reinforce Siemens’ conviction to end corruption, important as the Justice Department nears the end of its investigation. And, according to the New York Times, Siemens’ compliance department is indeed on the up and up, heralding the virtues of the three Ps of corporate governance: procedures, processes and people.

By Janine Armin
Corporate Secretary

COMMENT: Why talk about pay when you can talk about auditors?

Corpgov.net's publisher James McRitchie often puts up fascinating posts that hit on controversial issues in corporate governance. He even put up a post referring to one of my posts that referred to one of his. That potentially overboard back-and-forth earned a soft spot with me. But that’s not why I’m writing about him now.

It’s just that I’m a bit shocked by one of his latest news updates. I had no idea how much investors wanted to pick the auditors of companies in which they invest.

As McRitchie explains, most companies submit auditor choice to a non-binding shareholder vote. 'Most' isn’t enough for CalSTRS, which he notes ‘has petitioned the SEC to make such votes mandatory.’ He takes it further suggesting shareholders should be able to choose the auditor at the get-go, a concept he borrowed from Mark Latham, founder of the Corporate Monitoring Project.

That way, the popularity contest wouldn’t be just among management.

By Janine Armin
Corporate Secretary

COMMENT: Going postal

The New York Post isn’t known for its rigorous coverage of corporate governance processes. But it does do a great job when it comes to corporate governance gossip.

On Wednesday, a tiny squib revealed NBC correspondent Andrea Mitchell, wife of former Federal Reserve chief Alan Greenspan, met conflict for covering the market plunge. The Post went on to speculate whether David Gregory, host of MSNBC’s Race for the White House, will come under similar suspicion should he cover anything to do with his wife Beth Wilkinson’s former workplace, Fannie Mae, now under investigation by the FBI.

Wilkinson recently left her position as general counsel, executive vice president and corporate secretary.

Makes you wonder. Maybe all this talk of ethics and compliance will move out of the boardroom and into the bedroom.

By Janine Armin
Corporate Secretary