Friday, June 22, 2018 |
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All day coffee in the Exhibit Hall is sponsored by PwC. |
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7:15 - 8:00 am |
Pilates |
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7:30 - 8:15 am |
Small & Mid-Cap Companies Committee Meeting
Private Companies Committee Meeting
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7:45 - 9:15 am |
Continental Breakfast
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7:45 am - 4:00 pm
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Exhibit Hall Open
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7:45 am - 6:00 pm |
Registration & CLE Desk Open |
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8:15 - 8:45 am |
Annual Meeting of Members
Recognition of Outgoing Board Members, Officers & Committee Chairs
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8:45 - 9:45 am |
General Session III: How to Handle a Crisis
Sponsored by PwC
- Do crisis management plans work
- Notification and communications process
- Stakeholder messaging
- Lessons learned from recent crises
Panelists:
» Robert Bostrom, Senior Vice President, General Counsel & Corporate Secretary, Abercrombie & Fitch Co.
» Rose McKinney-James, Director, MGM Resorts International
» Sydney A. Neuhaus, Partner, Finsbury
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9:45 - 10:45 am |
Concurrent Breakout Sessions IV |
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1. Proxy Plumbing: Issues in a Contest
- Who really owns/votes your shares?
- Share lending
- Universal ballot implications
- Barriers to change?
Panelists:
» Moderator: Brian V. Breheny, Partner, Skadden, Arps, Slate, Meagher & Flom LLP
» Jacqueline Q. Condron, Vice President, Proxy Voting & Governance Research, BNY Mellon
» Dorothy Flynn, Vice President & General Manager, Broadridge Financial Solutions, Inc.
» Richard H. Grubaugh, Senior Vice President, D.F. King & Co., Inc.
» Jonathan E. Salzberger, Senior Director, Innisfree M&A Incorporated
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2. Compensation Pitfalls for Small & Mid-Cap Companies
- Best practices
- Board perspective
- Comp post-tax reform
- Comp & ESG
Panelists:
» Moderator: Janice G. Brunner, Counsel, Simpson Thacher & Bartlett LLP
» Herman Bulls, Vice Chairman, Americas, JLL
» Stacey K. Geer, Executive Vice President, Chief Governance Officer, Deputy General Counsel & Corporate Secretary, Primerica
» Ken Hugessen, Partner, Hugessen Consulting Inc.
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3. Private Company Director Recruitment/Selection
- When to add outside directors
- Impact of varying ownership structures and/or company maturity
- How can you encourage Board adoption of best practice?
- Changing skill sets
Panelists:
» Moderator: Kenneth B. Hoganson, Founder & Chairman, The Private Directors Association
» Lakeeta M. Hill, Director of Executive Administration & Corporate Governance, Cargill, Incorporated
» Jon Weber, Head of Portfolio Company Management, BlueMountain Capital Management, LLC
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4. Service Provider Panel II: Software Solutions to Improve Productivity
- Benchmarking trends in E&S, governance, compensation & more
- Board nomination process & evaluations
- Proxy do's & don’ts
- Financial print & design
- Entity management
Panelists:
» Moderator: Gina Merritt-Epps, Former Senior Vice President, Chief Governance Officer, & Corporate Secretary, South Jersey Industries, Inc.
» Rich Andrews, CEO, EZOnlineDocuments, LLC
» Michael Jakubik, Director, ActiveDisclosure, Donnelley Financial Solutions
» David Jefferis, Market Manager and Senior Sales Engineer, CSC
» Peter Kimball, Executive Director, ISS Corporate Solutions
» Byron Loflin, CEO & Founder, Center for Board Excellence (CBE)
» Teresa McCreight, Director of U.S. Sales, Labrador
» Mike Schlanger, Vice President, Merrill Corporation
» Timothy Stark, Director, Equilar, Inc.
» Ganesh Rajappan, CEO, MyLogIQ
» Mark Zinna, Vice President Capital Markets, The Nuvo Group Inc.
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5. Political Spending: Contrasting Perspectives
- State of disclosure
- How the debate is changing
- The importance of trade association disclosure
- Is advertising political?
Panelists:
» Moderator: Margaret M. Foran, Chief Governance Officer, Senior Vice President & Corporate Secretary, Prudential Financial, Inc.
» Patrick Doherty, Director of Corporate Governance, NYS Office of the State Comptroller
» Bruce Freed, President & Co-Founder, Center for Political Accountability
» Edward Ingle, General Manager for Government Affairs, Microsoft
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9:45 am - 12:30 pm |
Tour: National Museum of African American History & Culture (on your own)
Offsite – meet at hotel bell stand to obtain tickets for 10:15 am entry
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10:45 - 11:15 am |
Networking Break in Exhibit Hall
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11:15 am - 12:15 pm |
Concurrent Breakout Sessions V |
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1. Board & Executive Compensation for Large Cap Companies
- New ISS executive compensation guidelines
- Litigation update on director compensation
- Equilar report on perks
- The Tax Cuts and Jobs Act implications
- CEO/executive health as a risk factor
Panelists:
» Moderator: David A. Katz, Partner, Wachtell, Lipton, Rosen & Katz
» Glenn Booraem, Principal & Investment Stewardship Officer, Vanguard
» Martha Carter, Senior Managing Director, Teneo Governance
» Richard Gluckselig, Assistant General Counsel & Assistant Secretary, Regeneron Pharmaceuticals, Inc.
» Blair Jones, Managing Director, Semler Brossy Consulting Group LLC
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2. Building Your Proxy Statement
- Project management
- Staff management
- Skills matrix – check the box
- Investor view
- Software offerings to improve productivity
Panelists:
» Moderator: Lori Zyskowski, Partner, Gibson Dunn & Crutcher LLP
» Jenarae N. Garland, Senior Counsel & Assistant Secretary, Occidental Petroleum Corporation
» Damon T. Oshita, Senior Analyst Governance & Proxy, Capital Research & Management Company
» Jeffrey M. Taylor, Chief SEC & Corporate Governance Counsel & Assistant Secretary, American Water Works Company, Inc.
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3. Shareholder Engagement for Small & Mid-Cap Companies
- Inclusion of shareholder activist discussion
- Know your shareholders
- Consideration of short sellers
- ESG joins the discussion
Panelists:
» Moderator: Sarah A.B. Teslik, Of Counsel, Joele Frank
» Waheed Hassan, Senior Managing Director, Alliance Advisors LLC
» Jane W. McCahon, Senior Vice President, Corporate Relations & Corporate Secretary, Telephone & Data Systems, Inc.
» Tonia L. Pankopf, Managing Partner, Pareto Advisors, LLC
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4. Board Committees for Private Companies
- Do they function like public companies?
- When/why committees are formed
- Committees & the Board: What role?
- Committees for unique companies
Panelists:
» Moderator: Amber Hall, Assistant General Counsel & Assistant Corporate Secretary, Cox Enterprises, Inc.
» Roger O. Goldman; Chairman of the Executive Committee, American Express National Bank; Lead Director, Seacoast National Bank; and Managing Director, Berkshire Opportunity Fund
» Barbara Matthews, Senior Vice President, General Counsel & Corporate Secretary, Hagerty
» Yanira G. Wong, Associate General Counsel, DocuSign, Inc.
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12:15 - 1:45 pm |
Lunch with the Exhibitors
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1:45 - 2:45 pm |
Concurrent Breakout Sessions VI |
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1. Audit Committee Agendas for 2018
- Form AP
- FASB standards
- PCAOB developments
- Tax & spending legislation
- Supreme Court developments
Panelists:
» Moderator: Carolyn Frantz, Vice President, Deputy General Counsel & Corporate Secretary, Microsoft
» Christine Davine, Deputy Managing Partner, Deloitte & Touche LLP
» Kimberley Drexler, Senior Attorney, Corporate, Cravath, Swaine & Moore LLP
» Karen Wiedemann, Associate Counsel to the Chief Auditor, Office of the Chief Auditor, Public Company Accounting Oversight Board
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2. International Subsidiary Governance
- Centralize or regional management
- Outsource or in house?
- Other Issues: (Director indemnification, piercing the veil, legal entity reduction)
Panelists:
» Moderator: Thomas E. Moran, Senior Vice President, Eaton Corporation plc
» Nicole Napolitano, Group Company Secretary & General Counsel, Corporate Governance, Willis Towers Watson Company
» Hendrik-Jan Witsenburg, Business Unit Director Legal, Intertrust
» Holly K. Youngwood, Managing Director & Associate General Counsel, JPMorgan Chase & Co.
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3. The Effective Small & Mid-Cap Company Board
- How to get your board more focused on strategy
- Role of corporate secretary
- Integrating culture
- Board size & workload
Panelists:
» Moderator: Brian F. Doran, Senior Vice President, General Counsel & Corporate Secretary, Investors Bank
» Chris Cernich, Managing Director, Strategic Governance Advisors
» Mary Winston, President, WinsCo Enterprise, & Director, Domtar, Dover & SUPERVALU
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4. Human Capital Management
Sponsored by Willis Towers Watson
- What is it?
- Proponents & their objectives
- Do Boards/companies currently track responsive metrics?
- Barriers to disclosure of responsive information
Panelists:
» Moderator: Shelley J. Dropkin, Deputy Corporate Secretary & General Counsel, Corporate Governance, Citigroup Inc.
» Ning Chiu, Counsel, Davis, Polk & Wardwell LLP
» Michelle Edkins, Managing Director, BlackRock Inc.
» Adam Kanzer, Managing Director of Corporate Engagement, Domini Impact Investments LLC
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5. Owner & Stakeholder Engagement as a Private Company
- Differing levels of engagement from different ownership types
- Private-specific strategies
- Investor expectations
Panelists:
» Moderator: Eric Sherbet, Executive Vice President & General Counsel, IQVIA Holdings
» Barbara Matthews, Senior Vice President, General Counsel & Corporate Secretary, Hagerty
» Jennifer Wolfe, CEO, Dot Brand 360
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1:45 - 4:30 pm |
Tour: National Gallery of Art (with guide)
Offsite – meet at hotel bell stand
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2:45 - 3:15 pm |
Networking Break in Exhibit Hall
Exhibitor Raffle Prize Drawing
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3:15 - 4:15 pm |
Concurrent Breakout Sessions VII |
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1. Enhancing the Role of the Corporate Secretary/Governance Officer
- How to obtain buy-in and get the resources you need
- How to identify value-add of the governance role
- Demonstrate the value of shareholder relationships
- Maintaining a corporate governance profile
- Benchmarking peers
Panelists:
» Moderator: Jane R. Lewis-Raymond, Partner, Parker Poe Adams & Bernstein LLP
» Mary A. Francis, Corporate Secretary & Chief Governance Officer, Chevron Corporation
» Douglas Hagerman, Retired General Counsel & Secretary, Rockwell Automation, Inc.
» Colleen M. McIntosh, Senior Vice President, Corporate Secretary & Assistant General Counsel – Corporate Services, CVS Health Services
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2. Pay Ratio Update
- The process & costs
- What was disclosed & why
- Reactions from constituents
- Lessons learned
Panelists:
» Moderator: Stephen T. Giove, Partner, Shearman & Sterling
» Gregory S. Belliston, Assistant General Counsel, Nu Skin Enterprises, Inc.
» Maureen O’Brien, Vice President & Corporate Governance Director, Segal Marco Advisors
» Tangela Richter, Deputy Corporate Secretary, American Express Company
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3. Disclosure Committees (Small & Mid Cap)
- Composition
- Training members
- Appropriate processes and procedures
- What issues should disclosure committees consider and how?
Panelists:
» Moderator: Pamela L. Marcogliese, Partner, Cleary Gottlieb Steen & Hamilton LLP
» Raj B. Dave, Chief Securities Counsel & Assistant Corporate Secretary, Newell Brands
» Sharad P. Jain, Partner, PricewaterhouseCoopers
» J. Scott Melton, Assistant General Counsel, Corporate Governance Officer & Secretary, Denny’s Corporation
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4. Private Company Lessons Learned
- Recent failures/scandals and how to prevent them
- Compensation missteps
- Required disclosures for option exercises
Panelists:
» Eileen Kamerick, Board Director, Associated Banc Corp
» James F. Reda Managing Director and Practice Leader, Executive Compensation, Gallagher HRCC
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4:15 - 5:15 pm |
General Session IV: SEC Update
Sponsored by QDiligence
Panelists:
» Moderator: Brian J. Lane, Partner, Gibson Dunn & Crutcher LLP
» Shelley E. Parratt, Deputy Director, Disclosure Operations, US Securities & Exchange Commission
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5:15 - 6:00 pm |
General Session V: Truth Decay: Exploring the Role of Facts in American Life
Panelists:
» Interviewer: Granville Martin, Senior Vice President & General Counsel, Society for Corporate Governance
» Jennifer Kavanagh, Associate Director, Strategy, Doctrine, and Resources Program, RAND Arroyo Center
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6:30 - 10:00 pm |
Society's Closing "Ball" at National Museum of American History
Offsite - buses depart from K Street entrance
Sponsored by Broadridge (entertainment) and MacKenzie Partners (beverages).
Come have a ball with your fellow attendees and enjoy a relaxing evening of museum exhibits, music, dancing, food and drink. In celebration of our favorite ball sports, we encourage you to show your hometown/alma mater pride and wear your favorite team jersey.
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