What Corporate Governance Issues are Currently Top of Mind?

REIT magazine: March/April 2020

Shirley Goza, General Counsel, Vice President, and Secretary, QTS Realty Trust, Inc. (NYSE: QTS)

"Good governance requires balancing the interests of a company’s many stakeholders. While proxy advisors and shareholders are important stakeholders, the board must lead in appraising and implementing sound governance.

There are developments in governance that I view as positive for all, a focus on the environment being one. The added focus on the environment from investors, proxy advisors, and customers has caused us to hone our attention as we work toward procuring 100% of our power from renewable energy sources by 2025.

I also think the evaluation of dual-class stock should be viewed more substantively. In the REIT world, often a dual-class structure is designed to provide the holder with voting rights that are aligned with their economic interest in the company. I think we owe it to our fellow REITs to encourage proxy advisors to reconsider their automatic assignment of a negative grade on dual-class stock and evaluate each company’s share class structure on its own merits."

Troy McHenry, General Counsel, EVP, Chief Legal Officer & Corporate Secretary, Healthpeak Properties, Inc. (NYSE: PEAK)

"ESG initiatives continue to be Healthpeak’s primary corporate governance focus in 2020. We have developed comprehensive ESG initiatives to complement our overall business strategy and risk management. With the support and oversight of our board, we have implemented key governance initiatives, such as expanded stockholder rights, improved disclosure transparency, board refreshment through a mandatory director retirement policy, board and employee diversity, and proactive adoption of crisis management protocols.

We will continue the strategic evolution of our corporate governance profile by enhancing compliance and risk management initiatives through the creation of an omnibus oversight program. Furthering Healthpeak’s environmental goals, we plan to address climate risk mitigation through the early adoption of long-term, science-based targets. As a social initiative, we plan to evaluate feedback from annual employee and tenant surveys, recognizing the importance of our corporate culture and how it influences numerous stakeholders in our community."

Kay Tidwell, General Counsel, EVP, Hudson Pacific Properties, Inc. (NYSE: HPP)

"Hudson Pacific is very focused on building diversity—both on our board and at the corporate level. Gaining the unique perspective of individuals with a variety of backgrounds is extremely important as we continue to grow and create value for our shareholders. Last year we added another female, Christy Haubegger, to our board, and we will continue to strive for greater diversity for our board and at all levels of our corporate team.

Another important issue for us is transparency. Hudson Pacific has a strong culture of accountability, best demonstrated through clear and consistent communication with our stakeholders. In 2019, we published our inaugural corporate responsibility report. With the hiring of Natalie Teear, our new vice president of sustainability and social impact, we’ll be able to provide even more robust reporting in this area. Our sustainability and social impact programs are at a critical juncture, and as we expand upon them, transparency will be key."