Building Better Boards: Committee Series

Building better boards: Committee Series

TWO-DAY AGENDA

Part 1: Audit Committee Program

Tuesday, September 10, 2019

7:30-8:15 AM	Networking Breakfast and Registration
8:15-8:30 AM	Welcome
8:30-9:20 AM	A New Board Mandate: Oversight of Technology and Business Model Disruptions and Risks Azita Arvani \| Board Member, Tennant Company, Former Head of Innovation Partner & Venture Mgmt, Nokia Blythe McGarvie \| Board Member, Apple Hospitality REIT, Sonoco and LKQ Corp. Richard Reck \| Board Member, Tribune Publishing Amongst a smorgasbord of new technologies impacting every business in every industry, directors are now expected to advise and oversee companies through ever-shifting technological challenges and weigh the need to reinvent business models to adapt to changing times and emerging technologies. But how do boards prepare for the unpredictable? This panel will share perspectives on the audit committee’s role in stewarding management through this era of massive digital transformation. You’ll learn how to implement a more agile approach to risk oversight that incorporates forward-looking insights, data analytics and predictive indicators. You’ll gain advice to help your board shift your risk mitigation approach from reactive to proactive monitoring of the company’s business operations, while staying out of the day-to-day weeds of management.
9:20-10:10 AM	Why Data Privacy is the Next Big Governance Issue Alissa Bergman \| VP, Chief Privacy Officer, Adobe Trevor Hughes \| President and Chief Executive Officer, International Association of Privacy Professionals (IAPP) Sagi Leizerov \| SVP, Enterprise Privacy Solutions, DataGuise Stephen Reynolds \| Board Member, International Association of Privacy Professionals Google processes over 40,000 searches every second. Every minute, 16 million text messages are sent and 156 million emails are sent. As we advance in the Fourth Industrial Revolution, data will become an even more valuable commodity. Almost every company is presented with new opportunities to leverage cloud technologies, AI, robotics or machine learning to develop sharper insights and competitive advantages. But, who does data really belong to? And how are companies protecting customers’ and partners’ data? Data privacy is no longer a background issue for boards -- are you asking the right questions? As data sharing, data access and data protection risks evolve, regulatory and public scrutiny on data management is increasing. This panel will help you better understand the new consequences of unintended sharing of user data and identity theft -- from GDPR, the California Online Privacy Protection Act and SEC disclosure requirements to complex ethical and competitive imperatives associated with getting privacy right. Find out what questions your board should be asking management about data privacy and security program risks, both internally and with third party partners, and gain tips to implement an appropriate governance structure to manage those risks.
10:10-10:30 AM	Networking Break
10:30-11:30 AM	Peer Collaboration Attendees will be divided into small groups to discuss important audit committee issues such as: Managing key relationships: CFO, internal and external auditors, chief compliance officer Oversight of the company’s ethics and compliance Developing a talent strategy to support transformation of the finance function 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.
11:30 AM-12:20 PM	A New Barometer for Audit Committee Reporting and Transparency Cambria Allen-Ratzlaff \| Corporate Governance Director, UAW Retiree Medical Benefits Trust Ken Bertsch \| Executive Director, Council of Institutional Investors The amount of information investors are seeking on audit committee oversight continues to increase, but what information do they really want and need to strengthen their decision-making? Investors are skeptics, so how can boards create higher confidence? This panel will share what voluntary disclosures many audit committees are adding beyond financial statement reporting, such as oversight of external auditor, culture, cyber and business continuity, and investors’ feedback on where they are seeing disclosure improvements. Obtain tangible examples of key operating performance indicators, non-GAAP metrics and alternative measurement standards you can capture and disclose to enhance the information you provide for investors and other stakeholders.
12:20-12:30 PM	Top Audit Committee Take-aways and Action Items
12:30-1:15 PM	Networking Lunch

Note: Agenda subject to change.

Part 2: Nominating/Governance Committee Program

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, Covanta Holding Company, Frontier Communications, Signature Group Holdings 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 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 Marcoglieste \| 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.

Part 3: Compensation Committee Program

Wednesday, September 11, 2019

7:45-8:30 AM	Networking Breakfast and Registration
8:30-8:40 AM	Welcome
8:40-9:30 AM	Prioritizing the Talent and Culture Agenda David Astorino \| Senior Partner, RHR International R. Brad Oates \| Compensation Committee Chair, CIT Ravi Saligram \| CEO and Director, Ritchie Bros. Neglect your company’s culture and talent strategy at your peril. Corporate culture has risen to the top of shareholder engagement priorities amid unprecedented business disruptions and #metoo headlines. The best boards view their culture as a strategic asset and recognize that talent and culture are the biggest drivers of innovation and growth. As the purview of the compensation committee expands to cover broader human capital related issues, what questions should you be asking to measure the strength of your culture and people strategy and align these efforts with everyday business decisions? This panel will outline how boards can guide management in aligning corporate culture with long-term strategies and share tips on providing effective oversight. You’ll learn how to ensure that management is doing what it needs to do to get (and keep) the right people in the right positions for the company to succeed, including how to create talent-related performance metrics for the CEO.
9:30-10:20 AM	The Compensation Landscape: Regulatory Updates and Investor Trends to Watch Tim Bartl \| Chief Executive Officer, Center on Executive Compensation Doreen Lilienfeld \| Partner, Shearman & Sterling Jamie McGough \| Partner, Meridian Compensation Partners Proxy Plumbing. CEO Pay Ratio. Clawbacks. Hedging. 162(m). These words may have compensation committee members’ heads spinning. Clawback triggers are getting more attention in the wake of recent CEO misconduct headlines. And while the 2018 proxy season saw little surprises with the first release of pay ratio data, year two will be more telling with year-over-year trendlines and ratio changes potentially facing more scrutiny than year one data. Additionally, directors need to stay on top of state-driven actions around CEO pay ratio and gender pay equity. Hedging disclosure requirements have been finalized and go into effect for the 2020 proxy season. ISS and Glass Lewis are incorporating new ESG metrics into their pay review. And perhaps of greatest interest will be the outcome of the Corporate Governance Fairness Act imposing regulatory oversight of proxy advisory firms after several false starts.
10:20-10:40 AM	Networking Break
10:40-11:30 AM	Balancing Act: Setting Pay for Performance Incentive Goals Craig Barbarosh \| Vice Chairman, Nextgen Healthcare John Borneman \| Managing Director, Semler Brossy Richard Reck \| Board Member, Tribune Publishing Ensuring pay for performance alignment is one of the biggest priorities for compensation committees. Setting the appropriate incentive goals, for both the short- and long-term, involves a number of considerations and a special balance of internal and external perspectives. Many companies are second guessing TSR as the primary long-term metric. And as ESG continues to gain traction within the investment community as a strategic imperative, more boards are evaluating how to set ESG-related goals, such as diversity and inclusion, that tie executive pay to those milestones. This panel will share how boards are prioritizing financial objectives for near- and long-term and widening the scope of incentive pay to encompass non-financial metrics that impact company performance. You’ll gain helpful tips on setting measurable goals that link with the value proposition for shareholders and maximize long-term equity performance, while aligning incentives with your company’s unique business strategy.
11:30 AM-12:30 PM	Peer Collaboration and Working Lunch Attendees will be divided into small groups to discuss important compensation committee issues such as: Director compensation trends/changes (and the new ISS guidelines) Improving committee performance - developing meeting agenda calendar; re-examining compensation philosophy, refining processes and communications with HR team 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.
12:30-1:15 PM	The Multiple Dimensions of CEO Pay Benchmarking Patricia Lang \| SVP & Chief Human Resources Officer, Colfax Corp. Matt Turner \| Partner, Pearl Meyer Sharon Wienbar \| Board Member, Colfax Corp. and Resideo Technology Benchmarking CEO pay is an important process, which can do more harm than good if not approached carefully. Too much reliance on peer comparisons or survey data has been blamed for artificially pushing up executive compensation. This panel will guide attendees on peer group development best practices and pitfalls to avoid, as well as evaluate the necessity of considering different peer groups for different use cases--for example, industry competitors versus labor market competitors. You’ll learn how to test peer groups for pay biases and account for the limitations of peer group and survey data.
1:15-2:00 PM	Decoding CEO Pay: Communicating Your Exec Pay Plan to Stakeholders Mary Baglivo \| Board Member, Host Hotels & Resorts Patti Brammer \| Corporate Governance Officer, Ohio Public Emploees Retirement System (OPERS) Juanita James \| Board Member, Asbury Automotive Group Jeff Joyce \| Partner, Pay Governance How companies communicate their pay practices and the rationale behind them may be as important as the pay practices themselves. In an effort to meet investors’ increasing demands for disclosure, the proxy statement is a primary channel for boards to articulate how pay decisions tie back o the company’s long-term strategy. And one message doesn’t fit all -- boards need to understand the spectrum that exists from active to passive managers and how each wants to engage. What does your proxy statement and engagement efforts convey about your board’s governance? This session will provide helpful tips to improve your CD&A and take your proxy statement from good to great. And you’ll gain valuable advice to know when engagement makes sense and how to prepare for productive and substantive discussions with your investors.
2:00-2:15 PM	Top Compensation Committee Take-aways and Action Items

Note: Agenda subject to change.

Part 4: 2-Day General Counsel Program

Tuesday, September 10 - Wednesday, September 11, 2019