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CCCA_V4No1_Reinventing-FIN.qxd:CCCA_V1No1_DriversSeat-FIN.qxd 2/3/10 2:34 PM Page 32 Feature I by Beverley Spencer t’s a great time to be a corporate secretary. Just ask Diane Pettie. “If I were looking for another job, I’d be looking for my job,” says the vice-president, general counsel and corporate secretary of Calgary-based Canexus. “I enjoy being at the table with the board and executive and having that opportunity to influ- ence outcome and solve problems.” The days of the corporate secretary acting as recording secretary for meetings is long gone. Over the past 20 years, demands for increased accountability and transparency have produced a flood of new regulations and legislation that have transformed corporate governance. And the role of the corporate secretary has evolved to deal with those changes. Corporate governance, explains Pettie, is the framework for the oversight and direction of a company. It is also a process that deals with the direction, control, oversight and evaluation of an enterprise and its management. Today’s corporate secretary is the architect of that framework as the person responsible for keeping it current with legal requirements. And the corporate secretary is the steward of the process “so you have quite a bit of influence over how things are done.” Traditionally, companies did not always turn to lawyers to act as corporate secretary. But the increasing demands of the role are making non-lawyers less inclined to take on the challenge. “Concerns of governance issues are still very,very much front of mind,and they translate invari- ably into increasing volumes of disclosure rules,”says David Masse,vice-chairman of the Canadian Society of Corporate Secretaries,and assistant corporate secretary at CGI Group Inc.in Montreal. The reinvented corporate secretary Tact, diplomacy and a hand on the tiller. 32 CCCA Canadian Corporate Counsel Association SPRING 2010