The Corporate Secretary Role: Adapting in an Era of Disruption

Kerie Kerstetter

In this interview, we speak with Janet McGinness, Corporate Secretary for Mastercard. McGinness is also one of Diligent's Modern Governance 100 recipients.

Mastercard is a leading global payments and technology company, not to mention a household name. Since 2014, Janet McGinness has served as Mastercard's Corporate Secretary. She has found the role to be in a constant state of change as she responds to trends in consumer technology, in board governance, and in the shareholder landscape. We chatted with Janet to better understand how her role is evolving and why having an effective corporate secretary today is, well... 'priceless.'

In what ways have you seen the role of the corporate secretary evolve over your tenure?

Janet McGinness: In my relatively short time here, the challenge has been to create opportunities for the board to more effectively govern as our company, our industry and our world changes. This might entail bringing to the table interesting 'outside/in' perspectives, more employee interactions, continuous learning and exposure to our business, and trends impacting it and the like. Every element of a board meeting must have a purpose and provide the right frame for effective governance.

As investors sharpen their focus on various aspects of board oversight (e.g., ESG, corporate culture, cybersecurity, diversity), what key challenges and opportunities does this pose to you as a corporate secretary?

JM: It's always our focus to make sure that investors know what our board values and how that drives our approach to any issues that arise. Communicating these complex issues to and from directors and investors effectively and plainly is both a challenge and an opportunity for me.

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?

JM: We try to make onboarding as seamless as possible. We have put a good number of our onboarding documents on Diligent, where directors can fill them out online. We have an online D&O Questionnaire as well. Our orientation books are retained on Diligent for quick and easy reference, as well as a general 'Reference Center', which we refresh continuously. We try to be thoughtful about whom directors should meet, how and when they can best get 'up to speed' on our board matters, how to put their duties in the right context, and how we can continue to be a resource to them as they start and continue their journey with the company. We of course offer director education ' both internal and external ' and provide directors (old and new) with a variety of information sources to help guide their understanding of our industry and the influences shaping it. More and more, we strive to make the best use of technology to interact with our directors in this iterative process of orientation and ongoing education.

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?

JM: We have a board-driven model for talent management and development that is designed to ensure that our executives reflect the board's view of strategy, risk and culture of the company. Having leaders who care and act with decency is key to the board - and having a wider purpose in the world and leading responsibly is important, too. The board wants our benefits, programs, partnerships and relationships to reflect these values. But also, as a board, directors look for these values when they travel to our offices around the globe for board meetings, when they meet with local employees, customers and community leaders and policymakers. Our directors also meet regularly with our high potential employees and hear directly from a wide range of senior executives about their business challenges and opportunities at board and other sessions. The directors discuss employee survey results, risk clarity survey results, external trends and, of course, have put in place strong HR, compliance, inclusion and other programs to help keep the pulse on culture too.

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

JM: The corporate secretary of the future will have radically changed the manner in which directors receive and process governance information and board materials through the use of digital assets and technology. There is no paper and all meetings are conducted through virtual reality portals!

Don't forget to check out Janet's episode of Inside America's Boardroom to learn more about the corporate secretary and board of directors relationship.

Learn more about the Modern Governance Summit and the Modern Governance 100 program.

Related Insights
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.