Corporate Governance - Who Owns It?

Corporate governance as it relates to the administration and operation of a business is very broad, cuts across the organization and includes a variety of “managers,” making it difficult not only to define, but also to discern who generally owns it.  If one looks at the statutory requirements concerning the responsibilities of the Corporate Secretary, the translation of those requirements to corporate bylaws and the practical implications of the role, it becomes clear that the earliest-formed roots of corporate governance are grounded in the office of the Corporate Secretary.  However, legislation resulting from the corporate malfeasance of 2001 and the financial meltdown of 2008 caused significant new roots to grow in the offices of the General Counsel, the Chief Compliance Officer and the Chief Financial Officer.  Add to this botanical image the growth effects of politically-driven government employees who control public pension plans, shareholders who have been assuming more activist postures and an upward trend in regulatory enforcement efforts, and the term “corporate governance” begins to evoke the image of kudzu suffocating the corporate landscape.  It is this breadth of responsibility, permeation of function and growth of attention that leads Conduko to ask, "Should the Corporate Secretary be the owner of an organization's corporate governance matters and, if so, should that person be responsible for anything else?"