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As if the executive slate weren’t crowded enough already, say hello to the chief governance officer. Typically a lawyer, the CGO oversees a company’s governance practices and acts as a liaison with its directors and shareholders. About a year ago the number of governance executives could be counted on one hand, but now they total about 60 nationwide. Further, their ranks are expected to grow exponentially over the next year or so, according to David Smith, president of the New York � based American Society of Corporate Secretaries. (CGOs often hold the additional title of corporate secretary.) But why hire a chief governance officer � shouldn’t a general counsel be enough? According to Robert Lamm, the new CGO at Computer Associates International, Inc., a separate post is necessary because “corporate governance has become a full-time job.” He also says that there’s an “increasing need for a governance officer who can engage in an ongoing dialogue with the institutional investor community, which has become increasingly interested in corporate governance issues.” Both Villains And Heroes Hire CGOs Companies clearly hope to improve their image by hiring a CGO, but the benefits vary depending on the situation. At one end of the spectrum are businesses eager to show that they’re responding to internal fraud or perceived mismanagement. At the other are companies hoping to polish an already sparkling reputation for good governance. Tyco International Ltd., Walt Disney Co., and Computer Associates, which have all hired governance executives in the past few months, fall into the first category. Tyco � still the only company in the recent wave of corporate scandals to see its former top lawyer indicted on criminal charges � hired CGO Robert Ott as part of a complete governance overhaul. (Unlike most governance officers, who report to the GC, Ott answers to Tyco’s board of directors.) Marsha Reed is the new vice president of governance administration at Disney, which is under fire for having a board widely viewed as a rubber stamp for CEO Michael Eisner. Indeed, the entertainment giant has twice topped Business Week‘s list of companies with the worst boards of directors. Computer Associates, where Lamm is the new CGO, has seen its accounting practices come under scrutiny from the Securities and Exchange Commission and the U.S. Department of Justice. Lamm, who spent 19 years as the corporate secretary at W.R. Grace & Co., says that Computer Associates “has made a commitment to become the ‘gold standard’ in corporate governance.” On the other hand, some companies have hired CGOs as a way of staying ahead of the curve. Fannie Mae and Sunoco Inc. � both of whom have received kudos for good governance in the past � have recently brought on CGOs. Pfizer Inc. is widely credited with hiring the first chief governance officer in 1992. Then�CEO William Steere developed the position so he could learn more about corporate governance and educate the board, says Margaret Foran, who presently holds the post. (She reports to GC Jeffrey Kindler.) The current focus on corporate governance has put Pfizer in the spotlight, and Foran says a large part of her job is “missionary work” � talking to other companies about good governance practices. She’s always spoken a lot on the subject, but these days “it’s not quite the hard sell it used to be.” Foran adds, “You don’t automatically achieve successful corporate governance by appointing a corporate governance officer. It’s a manifestation of commitment, not the other way around.” Longtime advocates of good governance welcome the recent focus. Says Pfizer’s Kindler: “Although it is unfortunate the way it came about, I’m actually pleased that there is so much attention to the subject. We’re not interested in being the only company doing it.”

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