|Messengers of the board|
A century old in other countries, the title of secretary for corporate governance is becoming widespread in Brazil's publicly traded and privately held companies
Every month, Gisélia Silva cordons off a slot in her schedule to meet with her professional peers. The event — unthinkable just a few years ago in Brazil — is a meeting of corporate governance secretaries promoted by the corporate governance committee created in November 2010 by the Instituto Brasileiro de Governança Corporativa (IBGC, the Brazilian Institute for Corporate Governance). With Silva as its coordinator, the group intends to publish a specific manual for the job. Attendance is still low, usually around 13 professionals. But that number will tend to rise with the spread of corporate governance secretaries, at publicly traded and privately held companies alike. "The absence of this professional is felt at some point", says Sandra Guerra, a partner with the Better Governance consultancy. At Brazilian companies where the position exists, the secretary for corporate governance is already considered a fundamental figure in the daily routine of top management.
His or her task is basically to keep the board well informed about the company's status and serve as the go-between for the board and executive officers, focusing on such topics as legal affairs, investor relations and human resources. But it would be risky to reduce the attributions of the corporate governance secretary to these fields. According to Silva, who holds the job title at CPFL Energia, the work goes beyond the items described in the IBGC's code for best practices in corporate governance. Assisting the chairman of the board, handling meeting agendas and publishing meeting records are important tasks, but the secretary's duties are not exclusively bureaucratic. "The board needs someone that thinks strategically about governance", she says. These peculiar tasks — and the lack of knowledge about them — led the IBGC commission to work on a handbook for corporate governance secretaries.
Until the manual is published, these professionals are defining their own attributions, under job titles that aren't necessarily the same at every company. At TIM Participações, for instance, Alessandra Catanante holds the title of secretary to the board. In practice, however, her responsibilities include inviting minority shareholders to vote in meetings, a job she worked hard to accomplish for the company's most recent meeting in April. After one month of efforts, Catanante managed to round up a total of 156 shareholders. "We were praised for this", she says. Investors unable to attend in person had the opportunity to participate via online proxy voting.
Catanante's team, created in 2008, includes lawyers and administrative assistants. But some secretaries prefer to fly solo like Elsie Sarmento, who advised the board of a publicly listed construction company for almost two years. At one of the few times when she called for help, an employee from the investor relations department assisted her with the company's reference form, a yearly document that provides all the most significant information about the company and its results. Sarmento was not chosen at random to head the document's preparation: in addition to skillful handling of finely detailed information, the person in charge of the reference form must also have access to all sectors of the company, many of which involve substantial amounts of confidential information.
"The secretary for corporate governance works like a wad of cotton between crystals, because he or she is located at the connection between powers. Any careless move could cause attrition", Sandra Guerra explains. Also a member of the International Corporate Governance Network (ICGN), the consultant emphasizes that the late advent of corporate governance secretaries in Brazil has advanced hand in hand with the evolution of boards of directors, which were little more than figureheads until recently. This is a stigma of the past, however. Company boards are under a lot more pressure today, and exchange-listed companies are not the only places where a corporate governance secretary is needed. The Algar Group — operating in the fields of information technology, telecommunications, agribusiness, services, and tourism — is not a listed company; nevertheless, it makes a point of employing such a professional.
Algar Group CEO Luiz Alexandre Garcia claims that Murakoshi's role is fundamental to the board's evolution. "He's the one who coordinates the flow of information and practical actions between the chairman and CEO. So it's essential for him to know his interlocutors well and apply good discipline." Murakoshi also represents the company at the Companies Circle of The Latin American Corporate Governance Roundtable, an event for organizations that implement good corporate governance.
Brasilprev, controlled by Banco do Brasil and one of the country's leading private pension funds, also assigns an executive to coordinate its corporate governance department despite being a privately held company. At the head of BrasilPrev's internal controls and corporate governance departments, Eliane Fernandes is in charge of activities pertinent to the secretary of the board and the advisory committee. "The biggest challenge is managing the flow of documents and information among all the bodies (committees, board and executive officers)", she observes. The company's corporate governance internet site is a resource that facilitates the work of her staff. The portal provides access to all the meeting minutes and enables users to post comments, as well as view the materials used in meetings.
TO SERVE AS AN INSPIRATION — In developed markets, corporate governance secretaries are certified and supported by solid institutions. The main global reference on the subject is the London-based Institute of Chartered Secretaries and Administrators (ICSA). Founded in 1891, the association has 44 thousand members across 70 countries. In the European market, these secretaries are corporate governance experts capable of advising the board and enhancing the transparency of the company's processes. The average salary paid to these professionals in Europe is £ 190,000 per year, with a £ 75,000 bonus, according to the 2008/2009 Chambers and Partners Salary Survey.
Though it is not directly involved with any Brazilian organization, the ICSA keeps track of corporate governance developments in the country, says the institution's policy manager, Sheila Doyle. Other institutions dedicated to this particular profession are the Canadian Society of Corporate Secretaries, the Corporate Secretary International Association (CSIA) and the Society of Corporate Secretaries and Governance Professionals, in the United States. The latter was created in 1946 and has a current membership of around 3,100, representing 2,500 companies. According to Doyle, corporate governance in Brazil is likely to move advance, and not just due to initiatives promoted by companies. "Investors brought in changes and improvements to corporate governance when they became more active", she says. The creation and organization of Brazil's commission for corporate governance secretaries provides evidence in favor of Doyle's optimism.