Why Today's Corporate Secretary Must Be a Factor of Change

Kerie Kerstetter

In the next Q&A of our series, we chat with Miguel Baz, Assistant Corporate Secretary and Director of Legal Operations for BCE Inc. and Bell Canada. You can read the whole series here.

As Canada's largest communications company, Bell provides an interesting landscape for any corporate secretary given its involvement in both business- and consumer-facing markets. For a professional like Miguel Baz, Bell Canada has also proven an exciting place to cut his teeth. Over the past several years, Baz has gained experience in various roles within the legal group and now serves as Assistant Corporate Secretary and Director, Legal Operations for the company. We chatted with Miguel to understand how his role is evolving and what he sees coming down the pike.

How long have you been Assistant Corporate Secretary / Director of Legal Operations for Bell? In what ways have you seen the role of the corporate secretary evolve over your tenure?

Miguel Baz: I've been in my current role for close to five years. In an increasingly complex world, the corporate secretary must be able to identify emerging trends and risks to ensure the board is well prepared to respond to issues when they arise. Cybersecurity, diversity, shareholder engagement, environment, social and governance (ESG), the role of proxy voting advisory firms ' these are just some of the issues that have seen considerable evolution in the past five years. The corporate secretary has an increasingly central role to play in all of these areas.

Can you expand on the type of role you're playing? Is it one that's focused on education, investor relations, reporting, etc.?

MB: All of the above, in some form. But the fundamental role of the corporate secretary is to be the link between the board and management. You need to identify what information is important to the board, as well as understand how we, as a company, are responding to these new risks and trends. The corporate secretary's role is to identify these issues and then make the link with senior management back to the board. This is where the corporate secretary can bring most value.

As investors sharpen their focus on various aspects of board oversight (e.g., ESG, corporate culture, cybersecurity, diversity), what key challenges and opportunities do you believe these pose to the office of the corporate secretary?

MB: These are issues over which the corporate secretary function can have significant impact to ensure that the board and senior management have the tools and information necessary to respond. It requires a coordinated corporate effort involving different groups within the company, and the corporate secretary can, and must, be front and centre in leading this effort.

Coordinating what kinds of information across the organization?

MB: Let's take ESG, for example. This topic could involve HR and environmental and social responsibility groups. Cybersecurity on the other hand, would involve different groups and business units within the company. The corporate secretary is a central part of that effort, coordinating departments and information to ensure the right information gets to the board at the right time.

According to the 2017 Spencer Stuart Board Index, there's been a recent influx of first-time directors into the boardroom. What is the corporate secretary's role in onboarding these new directors, particularly when it's their first board seat?

MB: The corporate secretary is an important enabler by providing essential support to new directors. We are responsible for the onboarding program and act as a single point of contact for information a new director may need in connection with onboarding. In addition, the corporate secretary has an important role in fostering the relationship among board members and management.

What's included in this onboarding plan? How do you facilitate those relationships?

MB: In our onboarding process, new board members will receive a reference manual that includes information on the structure and responsibilities of the board and committees, all key corporate policies as well as governance policies and practices. We will also coordinate onboarding sessions with senior management to establish that direct relationship and to communicate business plans, strategy, etc. This session is very strategic and focused on information sharing, but it also forms the basis for building personal relationships. The sessions can also be customized based on the questions a board member may have.

Many recent corporate crises in today's news cycle can be tied back to flaws in corporate culture. What do you believe is the board's role in monitoring (and even influencing) company culture?

MB: There is no 'one size fits all' approach to developing corporate culture. However, the board has an important role to play. It is at the source of setting the tone at the top. It does so by approving and overseeing key elements of corporate culture, including the code of conduct and key corporate policies. The board also puts in place the oversight mechanisms and processes to support, monitor and influence company culture.

What's the future of the corporate secretary role? (i.e., What will a corporate secretary be doing in 5 or 10 years?)

MB: 'The corporate secretary cannot be a static function. To remain relevant, it must evolve and constantly adapt to new realities.'

The successful corporate secretary of the future must be able to not only monitor corporate governance developments, but be an important factor of change and positive influence within the company and with the board of directors.
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Kerie Kerstetter
Kerie Kerstetter is a former Senior Director at Diligent and the Next Gen Board Leaders. She has done extensive work into how governance and ESG technologies empower leadership to make informed, data-driven decisions while mitigating cyber risk. Kerie was one of the founding members of Boardroom Resources, the premier educational resource for board members, acquired by Diligent in 2018.