Rising star Caroline Boutwell, Nasdaq
When Caroline Boutwell became global head of legal entity management at Nasdaq in June 2020, she inherited a set-up the company describes as ‘ripe for improvement’.
Up to that time the legal, risk and regulatory group managed entity compliance and maintenance in a decentralized fashion across a business with 35 offices around the world and 157 legal entities spread across 26 jurisdictions. The tax, treasury, legal and finance departments were each handling several compliance functions, leading to overlap and inefficiencies.
When Boutwell joined Nasdaq’s office of the corporate secretary, she devised a plan to revamp and grow the company’s legal entity management program by taking steps such as conducting a health check on all entities, implementing new technology, consolidating external firms within 26 jurisdictions, validating entity appointments, implementing a new global signature authorization policy and streamlining common workflows.
Boutwell explains that she began by embarking on a listening tour with Erika Moore, Nasdaq's corporate secretary and deputy general counsel, to ask departments including tax, HR and finance about their needs and how they could be helped. Boutwell then set up a steering committee with members from these departments to collaborate on important areas such as jurisdictional nuances, audit processes and the use of technology.
‘Unifying key stakeholders by creating a productive steering committee established a thriving foundation for excellence in legal entity management,’ Nasdaq writes.
Next, Boutwell assessed and introduced technology so the program could be a single source for all relevant records and documentation. Another important step was to ensure the company had policies covering issues including entity board composition and size, signature authorization, qualifications of corporate secretaries and the structure and function of subsidiary boards.
Once this was done, Boutwell and members of Nasdaq’s office of the general counsel were able to dissolve any ‘low-hanging fruit’ and cut unnecessary capital spending. During Boutwell's tenure, almost 20 legal entities have been rationalized.
Moore highlights the importance of legal entity management as a risk-management tool. Thanks to Boutwell’s work, Moore says: ‘I feel I can sleep at night knowing there isn’t a problem’ in Nasdaq’s Asia-Pacific or EMEA entities.
