Nom/Gov Agenda | Building Better Boards: Committee Series

I am a nominating/governance committee member, why should I attend?

Obtain new tools and tactics to improve your board’s director succession planning and recruitment efforts to build a board made up of a diverse set of individuals, experiences and perspectives.
Learn how to deal with difficult directors, while creating a board culture that supports candid conversations and enhances new directors’ performance and contributions.

Develop a stronger, proactive shareholder engagement strategy that will positively influence how investors evaluate your board’s performance and ESG efforts.

Nominating & Governance Committee Program Agenda

Tuesday, September 10, 2019

Noon-1:15 PM	Networking Lunch and Registration
1:15-1:20 PM	Welcome
1:20-2:10 PM	In Search of Greatness: Getting Board Composition Right Kapila Anand \| Board Member, Extended Stay America, Omega Healthcare Investors, Elanco Animal Health Peter Bynoe \| Board Member, Frontier Communications, Covanta Holding Company, Signature Group Holdings Matt Paese \| SVP & Co-Leader, Executive Services, DDI As boards continue to navigate competitive pressures and emerging digital risks, the people sitting around the board table have never been more important. At the same time, the spotlight on board diversity remains bright. From large institutional investors like BlackRock and State Street promising to withhold votes from non-diverse boards to the California Senate bill to mandate gender diversity in the boardroom, today’s boards are being forced to assess their current board make-up and evaluate changes. But it’s critical that, in doing so, boards avoid a check-the-box or episodic approach and address board refreshment in a strategic fashion. This panel will share tactics to improve your board’s evaluation and succession planning processes to identify current and potential skill gaps as the starting point for the board composition conversation. And then you’ll gain new solutions to old director recruitment “problems” -- looking at how the new director profile is evolving, moving beyond traditional board candidates and developing methods to boost the pipeline of qualified directors.
2:10-3:00 PM	Onboarding: Rx for a Successful Board Emily Peterson Alva \| Board Member, Amneal Pharmaceuticals Jake Amsbary \| VP and Secretary, Walgreens Boots Alliance Merrie Frankel \| Board Member, Agree Realty Corporation Byron Loflin \| Chief Executive Officer, Center for Board Excellence S&P 500 bards welcomed 397 new independent directors in 2017, the highest rate since 2004. According to the 2018 Spencer Stuart Board Index, today’s new board members are more likely to be younger, more diverse and arriving in the boardroom with little to no existing board experience. Effective boards understand that making onboarding a priority is a vital piece of governance. It’s incumbent upon nominating/governance committees to facilitate a structured process that acclimates new directors and positions them to make meaningful contributions early in their tenure. This panel will explore little-known obstacles and creative solutions to onboarding new board talent. You’ll learn progressive approaches to getting new directors up to speed and contributing quickly, and gain a better understanding of the important dynamics involved in creating a culture of candid and collaborative conversations that minimizes groupthink and maximizes each individual director’s skills and expertise.
3:00-3:20 PM	Networking Break
3:20-4:15 PM	Peer Collaboration Attendees will be divided into small groups to discuss important nominating/governance committee responsibilities and issues such as: CEO evaluations CEO succession Board operations These peer-driven discussions are always an attendee favorite, providing a unique opportunity to share challenges and solutions while building new relationships with other public company directors.
4:15-5:05 PM	The Case for ESG: Responding to Growing Institutional Investor Focus Kurt Kuehn \| Board Member, NCR and Henry Schein, SASB Standards Board Member Pamela Marcogliese \| Partner, Cleary Gottlieb Steen & Hamilton LLP David Sand \| Chief Impact Strategist, Community Capital Management Some boards are still trying to reconcile the relationship between sustainability, strategy and shareholder value. But institutional investors are making it clear that their interest in environmental, social and governance (ESG) factors will not subside. We’ve seen expansion of stewardship teams at the largest fund management firms, and a whole industry of specialized standard setters and assessors has spawned around ESG risks. So what exactly is the “ESG message” and how do you measure financially-material sustainability factors? Do you know your board’s ESG score? This panel will shed light on how large asset managers, and activists, are engaging, voting and investing based on ESG matters. Hear how other boards are prioritizing ESG on their agendas, developing stronger ESG policies, and benchmarking performance against peers. Learn how to improve your ESG-focused communication to stakeholders with stronger metrics, a more comprehensive proxy statement and improved conversations with investors on drivers of long-term risk and return.
5:05-5:15 PM	Top Nominating/Governance Committee Take-aways and Action Items
5:15-6:30 PM	Networking Reception for Audit, Nominating/Governance and Compensation Committee Programs

Note: Agenda subject to change.