CT Hosts Inaugural hCue User Conference; Panel of Industry Experts Discuss Corporate Secretary/Governance Officer's Changing Role and New Challenges at Event; CT's Experts Link Real-World Challenges with Viable Solutions.

NEW YORK -- In the four years since Sarbanes-Oxley, there have been many changes to the Corporate Secretary/Governance Officer's role--including changes to the very definition of what that role is. To help legal professionals navigate these changes and encourage an open discussion about challenges they now face, CT hosted a lunch panel at its inaugural hCue User Conference in Philadelphia. CT is a Wolters Kluwer business and the legal professional's first choice for intelligent compliance and governance, litigation and trademark services and solutions.

CT invited industry experts to the conference for its feature lunch panel titled, "The Changing Role and New Challenges of the Corporate Secretary/Governance Officer." Panelists Blair E. Flynn, an associate in the Washington, D.C. office of Sutherland Asbill & Brennan LLP, Brendan Sheehan, senior editor of Corporate Secretary Magazine, and Jerry Daniel, director of Government Relations at CT, held an interactive discussion with the conference's attendees. Diane Brown, executive vice president and general manager at CT, served as panel moderator.

Key takeaways from the expert panel included:

--Sarbanes-Oxley's Impact: It's changed law firms' relationships with Corporate Secretaries and auditors. It's also changed the role of the Corporate Secretary and/or compliance officer--and has created a debate on whether it's a conflict for the governance and compliance officer to live within the same role.

--Globalization's Effect: Companies are no longer doing business in just one country. It's important to maintain good governance and compliance factors in a global economy.

--Privacy Concerns: As companies become more transparent, privacy concerns arise. Good governance should not equal a loss of privacy; there needs to be a balance.

Sarbanes-Oxley's Impact.

Flynn noted that Sarbanes-Oxley has dramatically changed her firm's practice. "Our relationship with Corporate Secretaries has changed. They're now the touchstone of compliance for their entire corporations--their constituencies are bigger than ever before." Corporate Secretary magazine's Sheehan agreed, and added that the Corporate Secretary is a more professionalized role than it was a few years ago.

Sheehan also referenced a study Corporate Secretary magazine recently conducted. He said while many general counselors are playing the Corporate Secretary role, the survey showed that companies are concerned about the potential conflict of interest. He noted that attorney-client privilege becomes an issue when legal professionals are wearing both hats.

Both Sheehan and Flynn mentioned Sarbanes-Oxley's negative impact on auditor relationships. "The relationship has to change," said Flynn. "We're hearing that companies are finding it increasingly hard to get clear answers from their auditors." Sheehan added, "It's most certainly going to change."

Globalization's Effect.

Sheehan brought up globalization's increasing importance in governance. He said that countries such as Germany are just now examining some of the questions the U.S. has been struggling with. "We may want to look at Germany, France and even the UK to see what the outcome is when there's limited or no disclosure," Sheehan said. CT's Daniel added, "The U.S. can't operate as an island. We need to find a way to be transparent within multiple systems across the globe."

Privacy Concerns.

An audience member brought up the issue of privacy: How does a business stay in compliance with state requirements while maintaining some level of privacy for its own employees? CT's Daniel said, "Anything you put in a public record is public information. How we handle putting private information in a public record--such as Board members' residences or Social Security Numbers--is something that needs to be looked at more closely."

Flynn highlighted Board minutes as another example of a somewhat grey area of governance. "Do you need to write down everything that is said (at a Board meeting), or do you only summarize what was discussed and approved," she asked. "The answer is probably somewhere in between. Typically, minutes are discoverable, and are not privileged information."

All the panelists agreed that there's no one-size-fits-all approach to governance and compliance. As Flynn said, "(Governance) is a living, breathing thing."

Deep Information on CT's hCue, SEC Compliance Ties Into Key Issues.

In addition to the industry expert lunch panel, CT's hCue User Conference attendees also heard from a series of CT experts throughout the day. In an effort to link real-world challenges--those outlined in the lunch panel and others--with viable solutions, the conference provided attendees with a series of informational sessions.

Sheehan highlighted one of the real-world challenges during the lunch panel: "We're seeing Corporate Secretaries turning to technologies that will enable them to submit (SEC and EDGAR filings) in HTML." He added that they're looking for technologies that do multiple things and help minimize some of the administrative aspects of their workflows. Throughout the day's sessions, CT's experts provided information on how solutions such as hCue and CT EDGAR Solutions can help do just that. They showed attendees how to maximize CT's hCue to gain new efficiencies in managing corporate records, monitoring and reporting on stock ownership, staying ahead of regulatory changes, employing comprehensive online compliance tools, and providing consistent communication among their Corporate Board, officers and other key stakeholders.

The hCue User Conference also offered sessions on how best to manage the SEC's new executive compensation disclosure practices, navigating the SEC Web site and understanding the forms.

CT's 2007 hCue User Conference is currently in its initial planning stages.

About CT

CT, a Wolters Kluwer business, provides intelligent software and service solutions that empower legal professionals to more effectively manage dynamic information, speed workflows and make critical decisions. CT offers corporate compliance and governance services and solutions, including solutions for managing statutory representation, corporate transactions, and jurisdictional and securities compliance; UCC products and services for corporate due diligence, secured lending, bankruptcy, and real estate, among other areas; matter management and e-billing applications, litigation support software, and eDiscovery services; and innovative trademark research offerings from CT Corsearch. CT is based in New York City. For more information, please visit www.ctlegalsolutions.com.

About Wolters Kluwer

Wolters Kluwer is a leading multinational publisher and information services company. The Company's core markets are health, corporate services, financial services, tax, accounting, legal, regulation, and education. Wolters Kluwer has annual revenues (2005) of EUR 3.4 billion, employs approximately 18,400 people worldwide and maintains operations across Europe, North America and Asia Pacific. Wolters Kluwer is headquartered in Amsterdam, the Netherlands. Its depositary receipts of shares are quoted on the Euronext Amsterdam (WKL) and are included in the AEX and Euronext 100 indices. For more information, see www.wolterskluwer.com.