Positive Gatekeeper. I can’t think of a better name for corporate secretaries that help their companies understand and manage the sustainability risks and opportunities their organizations face. Thomas Niemann, Ford Motor Company’s global social sustainability manager, coined the phrase during a recent discussion I hosted for the Society of Corporate Governance, entitled “The Role of the Corporate Secretary in Sustainability.”

The idea is straightforward, but crucial. The most effective corporate secretaries are those who act as a filter for the critical sustainability issues that should be raised to the board, but who also apply the filter with a strategic lens. Niemann explained that the corporate secretary helps his group most by having a thorough understanding of critical issues that affect the enterprise. This way, when those managers bring a sustainability issue to the corporate secretary, the corporate secretary is able to make the assessment about when the issue needs board attention.

It’s a balancing act based on a new kind of expertise. Sustainability is a broad term – and someone in Niemann’s role deals with a range of environmental and social issues that affect the organization. However, not all these issues belong at the board level. The most effective corporate secretary plays the role of sifting though the range of issues with a materiality lens – and determining what makes sense to elevate to the board level.

This task is becoming more crucial. Increasingly, corporate secretaries are expected to be more involved in their companies' sustainability functions. That’s a direct result of the evolution in the understanding of the impact that sustainability challenges, including climate change, water scarcity, and a low carbon economy, could pose to the corporate bottom line. Consider that:


So what can corporate secretaries do? On the webinar, we discussed a number of key steps to take to manage this growing responsibility:

1. Understand what sustainability means to your company. 
Sustainability will mean different things to different companies and organizations develop a variety of organizational structures for tackling their specific sustainability challenges and opportunities. Whatever organizational approach a company takes, at Ceres we believe sustainability shouldn’t be considered separately or a silo, but should be integrated with corporate economic or financial performance. Every company needs to understand how they can address sustainability in the most strategic way. By monitoring all of the work and conversations (or noticing the lack of them) happening within your company around sustainability, corporate secretaries can bring the right issues to the board’s attention.

2. Understand the evolving context for sustainability. 
The sustainability environment is rapidly changing. But what’s certain is the rising importance of sustainability to different groups, including markets, employees, investors and global regulators. Investors, for instance, are scrutinizing the board more closely. Peggy Foran, director at Occidental Petroleum Corporation and chief governance office, vice president and corporate secretary at Prudential Financial, said during the webinar that during the past five years, her board has heard from large investors more on environmental and sustainability issues than other issues because of their growing importance to these shareholders. Practically, a concrete way to track and keep the board up to date on this changing context among shareholders is to talk regularly with the sustainability and investor relations departments, said Stephanie Tang, senior corporate counsel and assistant corporate secretary at the Clorox Company, during the webinar.

3. Engage with internal and external stakeholders. 
By partnering with areas of the company involved in sustainability activities, such as operations, human relations or communications, corporate secretaries can cultivate their understanding of their organizations key sustainability. Foran pointed out that externally, the corporate secretaries see first hand the key trends impacting not just their own company and industry, but more broadly. Corporate secretaries have a unique ability to help provide a balanced perspective that finds common ground among various constituencies and that will inform board discussions.

4. Think through when issues need to be elevated to the board level. 
Corporate secretaries can use the insight they’ve gathered from internal and external engagement to educate senior management and the board on key trends and to communicate with them in a way that’s helpful and protective of their corporation. As Tang explained, as the corporate secretary, you see all of the discussions going on in the board room and you know what risks and trends the board is thinking about. That puts you in a great position to bring sustainability related issues relating to those strategies and business decisions to the board’s attention. You’re also aware of what’s not top of mind for the board that should be raised for them, based on your work with your company’s sustainability group, IR group, and stockholder engagement efforts on the corporate governance side.

Meet The Experts


Veena Ramani

Program Director, Capital Markets Systems

Veena Ramani is a Program Director leading Ceres’ Capital Market Systems program, which consolidates Ceres’ work on critical market levers that will help scale the transition to sustainable capital markets. As a part of this, Veena leads Ceres’ work on governance for sustainability, which focuses on systems and processes that companies should put in place at the corporate board level to allow for “effective” board sustainability oversight. She also oversees Ceres work on sustainability disclosure.

In Oct 2015, Veena authored the report, "View from the top: How corporate boards can engage on sustainability performance."

From 2006 to 2015, Veena managed the relationships with a wide portfolio of Ceres network companies as a part of the Ceres Corporate Program, including the financial services sector and the electric power sector. As a part of this, Veena worked with senior company management and boards on opportunities to integrate sustainability into their business structures and decision making, including policy and program development, disclosures and stakeholder engagement processes.

Prior to Ceres, Veena worked as a Management Consultant with CDM, an environmental consulting firm and focused on providing a variety of sustainability services to clients in the public and private sectors. Prior to that, she spent three years with Integrative Strategies Forum, a Washington DC based NGO, working on developing national and international policy solutions on sustainable development, building consensus and coalitions among civil society groups on these issues and lobbying government representatives. Veena has also practiced law in India.

Veena has an LL.M (Masters in Law) degree from Washington University in St. Louis and a B.A. LL. B (Hons) degree from National Law School from India University, Bangalore.