Lifetime achievement award Holly Gregory, Sidley Austin
Holly Gregory, Sidley Austin
Holly Gregory has been an integral and influential part of the corporate governance world for decades, in terms of both thinking about its principles and in putting those into practice. US companies are grateful for her work as a trusted adviser and fellow governance professionals are indebted to her as someone who has helped create a roadmap for others to follow.
Gregory is co-chair of Sidley Austin’s global corporate governance and executive compensation practice, having started working in corporate governance in the late 1980s at a time when there was concern about the degree to which boards had discretion over corporate takeovers.
In the intervening years she has advised companies – and continues to do so – on the full range of governance topics, from fiduciary duties, risk oversight and governance structures and culture to special committee investigations, board audits and self-evaluation processes, shareholder activism, proxy contests, relationships with shareholders and proxy advisers and compliance, among other things.
Milestones Outside of her corporate work, Gregory has played leading roles in significant milestones in corporate governance globally. She was key to drafting the Organisation for Economic Co-operation and Development’s (OECD) Principles of Corporate Governance, first issued in 1999, and has advised the Internal Market Directorate General of the European Commission on corporate governance regulation.
She has also advised the joint OECD/ World Bank Global Corporate Governance Forum on governance policy for developing and emerging markets.
‘We have seen a lot of convergence in corporate governance over the past 20 years – a lot of it due to investor pressure,’ Gregory notes. She expects the movement toward convergence to continue but says countries having their own legal systems means there won’t be full unification.
In the US, she drafted the National Association of Corporate Directors’ (NACD) key agreed principles of corporate governance and advised on governance and accountability mechanisms of the Internet Corporation for Assigned Names and Numbers (ICAAN) to replace US government oversight.
Governance community General counsel and corporate secretaries often say an important aspect of being a leading governance professional is taking part in the community and its discussions, something Gregory exemplifies.
She recently completed a term as chair of the American Bar Association’s (ABA) corporate governance committee, is a former co-chair of the ABA’s Delaware Law and Business Forum and a member of multiple NACD blue ribbon commissions.
She chaired the ABA task force that prepared a report on the delineation of governance roles and responsibilities for the SEC and Congress in 2009 and advised the Business Roundtable on its statement on the purpose of the corporation, which led to renewed discussion on corporate responsibilities to a broader set of stakeholders.
What’s unique about corporate governance issues is that you have to turn laws and regulations into terms that work for a group of humans
Looking at lessons learned and changes in the field over her career to date, Gregory says: ‘What’s unique about corporate governance issues is that you have to turn laws and regulations into terms that work for a group of humans… You need to be mindful that there are legitimate interests at play.’ When corporate governance works well, these interests play together, she adds.
There is a growing recognition that boards need to step up when there is a problem but also a recognition that there are times when management must be left to handle the issue, she says: ‘Boards now have a very special role to play when things go wrong.’
Asked to consider her greatest achievements, she mentions the ICAAN project but also notes: ‘What’s most satisfying is working with a board that’s had problems and over time comes to work together.’
