As part of our blog series based on this great panel of in-house practitioners – featuring Healthpeak Properties’ Carol Samaan, Lumen Technologies’ Michael Rouvina and Cognizant’s Aya Kiy-Morrocco – here’s a blog that addresses the question of: “When you are in charge of a disclosure team, what is your process to ensure people deliver timely and competently?”
- Healthpeak Properties’ Carol Samaan – We start really early. It’s important to try to get a head start as early as you can because it’s usually a very busy time when you’re working on a proxy statement and an annual report. There’s ESG reporting in the background so everyone’s really busy. We try to be respectful of time so we’ll start, for example, working on our proxy statement about five to six months ahead of when we actually file with the SEC.
We start with preparing an initial draft and a very detailed timeline. We’ll have a kickoff meeting with all of our internal and external teams, and it’s everyone from IR, accounting and internal audit and a handful of other teams that will weigh in on the disclosures. We’ll have a kickoff meeting where we’ll let them know the key dates and their deliverables. We try to build in multiple layers of review. We’ll also work from a shared draft which is really helpful so that multiple people can go into the draft at the same time and update it.
So we’re updating in real time, and at the same time, and we’re not waiting for someone to finish their updates. - Lumen Technologies’ Michael Rouvina – Very similar to Carol we start the process very early. We put together a detailed timeline – and if we know in advance that there’s going to be wholesale changes to certain areas of disclosure, we give people a heads-up so they can know when to expect the multiple opportunities for review.
The biggest thing we want to make sure of is when it gets to senior management and to the board, it’s been thoroughly reviewed and no one’s surprised by anything that we’re dropping in there.
Like Carol, Workiva is a very helpful collaboration tool – particularly around the proxy – giving people the opportunity to be in there at the same time and see in real time what’s being updated as we go through things. It’s a real time saver. - Cognizant’s Aya Kiy-Morrocco – Being in charge of a disclosure team is a lot of stakeholder management and managing expectations. You want to make sure that folks are being appreciated for the time they’re putting into this. For many of the functional areas that contribute to reporting, this is not their day-to-day job. They have a day job and this is work that they have to do on top of that – so being sure to recognize that and provide clear timelines that allow for appropriate review schedules.
We want to make sure that we’re starting as early as possible so that we have a good runup and we allow everyone time to be able to not only bring us their work but bring us their best work. We want to make sure that we’re aware that this is on top of their regular responsibilities and provide them with reasonable timelines so we hold regular meetings to make sure that we are using both carrots and sticks.
We bring everyone along with us for the ride and we make sure that we explain “when” we’re going to do this, as well as the “what” and “why” we do it this way. We let them know where in the timeline they fall because we do have a very rigorous review process and by the time the draft gets to leadership, we want to have given the functional areas plenty of time to vet it.
Similar to Michael and Carol, we also use a collaboration tool – Workiva – that allows us to have our draft in one place and have everyone able to access that draft in a secure platform. We are able to track who’s in the draft – and who made which change when. That way, we’re able to follow up and when someone from leadership comes and asks why this change was made, it’s quite simple to go back into the system and see who made that change and follow up and find out why. So that is really helpful for us in ensuring not only timeliness but trackability as well.
