4/16/2015 | By Sarah Borchersen-Keto
Goza discussed the role of REIT general counsel as in-house gatekeeper and how the position has evolved.
“There’s always been the expectation that both in-house and outside counsel be business savvy. The lawyer needs to understand the business and look for the solution,” she said.
Goza added that the biggest change she has seen is the integration of lawyers into business processes, such that most general counsels now also serve on companies’ executive committees.
Meanwhile, Goza noted that one of the biggest compliance challenges is balancing a regard for analyst rankings with sound decision-making.
“It’s important not to let the tail wag the dog and to still focus on the business and the governance that is right for your business,” she stressed.
Goza also discussed the proposed Dodd-Frank Act clawback provisions regarding incentive compensation paid to corporate executives. She explained that most businesses have already adopted policies to address the issue, “so there is some anticipation of what can be expected. Most companies are taking a stab at it.”
Goza added that she believes most companies, as is the case with QTS Realty, have decided to make the clawback policy as tight as possible by only allowing it to apply to the CEO and CFO.
“If we see rules that require something broader than that, then there will be modification of the policies,” she said. Goza predicted that “pushback” is likely to occur if the provisions are altered to cover a broader group of executives who would be forced to take on additional risk without additional compensation.