State Treasurer Janet Cowell sought the opinion of the State Ethics Commission before she agreed to serve on the board of directors of e-commerce technology company ChannelAdvisor.
The commission, in a formal advisory opinion issued Feb. 12, ruled that the State Government Ethics Act did not prevent her from serving on corporate boards of directors or from accepting “compensation, food and beverages, and travel expenses directly related to that service.”
However, the commission did say there were a few strings attached. The ethics law “would restrict Treasurer Cowell from taking official action in her capacity as Treasurer if that action would provide a reasonably foreseeable financial benefit to those companies or a detriment to their competitors.”
The commission also ruled that Cowell “would be restricted from using her official position to advance” the interests of a company whose board she sat on.
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Morrisville-based ChannelAdvisor disclosed in a Feb. 29 Securities and Exchange Commission filing that she was added to the board, which was increased from seven to eight board members to accommodate her.
Her compensation, according to the filing, includes a $50,000 annual retainer and restricted stock valued at $150,000. That stock vests on March 1, 2017.
The state treasurer’s office declined to comment on Cowell joining ChannelAdvisor’s board. Cowell’s second term as treasurer expires in January; she announced last year that she would not seek re-election to a third term.
The candidates vying to succeed Cowell diverge on whether they, too, would join a corporate board while serving as treasurer.
Democrat Dan Blue III “is committed to bringing the values of transparency and openness to the Department of State Treasurer,” his campaign said in a statement. “Opportunities such as these would be evaluated on a case by case basis and cleared by the Ethics Commission before consideration.”
Blue is a former investment banker at Bear Stearns and the son of state Sen. Dan Blue Jr.
Dale Folwell, the Republican candidate for treasurer, said he wouldn’t be joining any corporate boards if he wins the election.
“I will tell you that I don’t need a law to tell me right from wrong,” he said. “I pledge to never take outside compensation in this form – nor have I ever as a public servant for the state of North Carolina.”
Folwell previously headed the state Division of Employment Security and also is a former state legislator.
Cowell is also poised to join a second corporate board.
The ethics commission noted that Cowell requested an advisory opinion after being approached by two companies – ChannelAdvisor and James River Group Holdings – about possibly joining their boards.
James River is a specialty insurance company that was founded in Chapel Hill. It’s now based in Bermuda but the headquarters of the U.S. holding company is in Raleigh.
According to the latest proxy filed by James River, Cowell has been nominated for the company’s board. She’s among a slate of directors that shareholders are scheduled to vote on at the company’s headquarters in Bermuda on May 3.
The ethics commission’s opinion also noted that neither ChannelAdvisor nor James River are regulated by the treasurer’s department and that the state pension fund, which is administered by Cowell, doesn’t have either of the companies in its investment portfolio.