BOARDROOM SUMMIT & PEER EXCHANGE
AGENDA
Board Committee Peer Exchange
Wednesday, November 18 | 12-3 PM ET
New Director Workshop
Wednesday, November 18 | 12-3 PM ET
Boardroom Summit
Wednesday, November 18 | 3:15-4:45 ET
Thursday, November 19 | 10-5 PM ET
Friday, November 20 | 10-3 PM ET
Board Committee Peer Exchange
Wednesday, November 18
Participants will be divided into small groups based on their board position and company annual sales, with each group limited to 12 participants. Agendas are developed based on direct input from participants. These off-the-record sessions allow for candid, in-depth discussion of critical board issues, challenges and solutions. Peer Exchanges are available for the following:
- Audit Committee
- Compensation Committee
- Nominating/Governance Committee
- Lead Directors & Chairmen of the Board
- General Counsel
Upping Your Digital Game: What Traditional Companies Can Learn from Their Digital Native Counterparts
While the word “digital” has the power to change business in a very fundamental way, some research indicates a failure rate of 50% to 90% for companies who have embarked on the journey to “digital transformation.” So, what are the common pitfalls conventional companies make with their digital strategy? And what are the key elements boards should consider as they strategize on how to take part in the digital revolution? A panel of experts will share their hard-earned lessons to help you create a framework for digital transformation that will lead to increased revenue.
SPEAKERS:
- Fred Crawford, Senior Vice Chair & Former CEO, AlixPartners
- Cory Eaves, Operating Partner, General Atlantic
- Reggie Van Lee, Chief Transformation Officer, The Carlyle Group
- Angela Zutavern, Head of A.I., AlixPartners; Co-Author, The Mathematical Corporation, Where Machine Intelligence and Human Ingenuity Achieve the Impossible
Join us for interviews with the recipients of the 2nd annual Board Leadership Awards, honoring outstanding individuals and boards. Congratulations to our 2020 Award winners:
- Ellen Kullman, CEO, Carbon; Board Member, Goldman Sachs, Amgen, Dell; Former Lead Director, UTC; Former Chairman & CEO, Dupont – Independent Director of the Year Award Recipient
- Dick’s Sporting Goods – Courage in the Boardroom
- Estee Lauder – Greatest Impact on Corporate Boards
- Marty Lipton – Lifetime Achievement
New Director Workshop
Wednesday, November 18
Corporate Board Member will host a New Director Workshop to help novice directors quickly acclimate to the boardroom. Designed for public company directors with less than two years public company board services, the workshop will be led by corporate governance veterans, Michael Berthelot and TK Kerstetter.
Don’t miss this interactive, deep dive to orient yourself on best practices and strategies to support your personal growth and value as a directors.
Upping Your Digital Game: What Traditional Companies Can Learn from Their Digital Native Counterparts
While the word “digital” has the power to change business in a very fundamental way, some research indicates a failure rate of 50% to 90% for companies who have embarked on the journey to “digital transformation.” So, what are the common pitfalls conventional companies make with their digital strategy? And what are the key elements boards should consider as they strategize on how to take part in the digital revolution? A panel of experts will share their hard-earned lessons to help you create a framework for digital transformation that will lead to increased revenue.
SPEAKERS:
- Fred Crawford, Senior Vice Chair & Former CEO, AlixPartners
- Cory Eaves, Operating Partner, General Atlantic
- Reggie Van Lee, Chief Transformation Officer, The Carlyle Group
- Angela Zutavern, Head of A.I., AlixPartners; Co-Author, The Mathematical Corporation, Where Machine Intelligence and Human Ingenuity Achieve the Impossible
Join us for interviews with the recipients of the 2nd annual Board Leadership Awards, honoring outstanding individuals and boards. Congratulations to our 2020 Award winners:
- Ellen Kullman, CEO, Carbon; Board Member, Goldman Sachs, Amgen, Dell; Former Lead Director, UTC; Former Chairman & CEO, Dupont – Independent Director of the Year Award Recipient
- Dick’s Sporting Goods – Courage in the Boardroom
- Estee Lauder – Greatest Impact on Corporate Boards
- Marty Lipton – Lifetime Achievement
Boardroom Summit
Thursday, November 19
Commissioner Elad L. Roisman is leading the SEC’s efforts to improve the proxy plumbing system and voting processes. Hear his thoughts on the SEC’s recent rules governing proxy voting advice and the procedural requirements and re-submission thresholds under the Shareholder Proposal Rule. He will also share thoughts on ESG investing and related disclosures.
SPEAKER:
- Elad L. Roisman, Commissioner, U.S. Securities and Exchange Commission
The past few years have provided corporate boards with several crisis scenarios to learn from. And by fall, we’ll have a handle on how the best companies fared in the greatest global crisis of our time brought on by the global coronavirus pandemic. The difference between a crisis handled well and a crisis handled poorly can have a lasting effect on an organization’s reputation, well beyond the crisis itself. So, how does the board move through a crisis and back to business as usual while keeping its reputation intact—or restoring it? You’ll learn the five worst things to do in a crisis…and what to do instead.
SPEAKERS:
- Dottie Schindlinger, VP of Governance & Technology Evangelist, Diligent
- Claudia Fan Munce, Board Member, Best Buy Co., CoreLogic and Bank of the West/BNP Paribas Group
Is Your Cybersecurity Plan Keeping Pace with Digital Transformation?
The ways in which companies connect and share data with customers and partners today weren’t even on our radar 10 years ago. As companies’ digital strategies evolve, it’s important that the implications for cybersecurity and data privacy are considered and addressed in concert. This session will prepare you with a list of action items and questions to ask your chief security and privacy officers to assess your current environment and ensure a holistic strategy that provides for proper board oversight.
SPEAKERS:
- Mary Galligan, Managing Director and Crisis Management Leader, Cyber Risk Services, Deloitte & Touche LLP
- James Hale, Board Member, ACI Worldwide and Mitek Systems
- Myrna Soto, Board Member, CMS Energy, Spirit Airlines and Popular Inc.; Chief Strategy and Trust Officer, Forcepoint
Breakout 2:
Putting the “Qualitative” into Your Incentive Plan
Investors are measuring performance beyond just bottom-line financial yardsticks. Learn how compensation committees are incorporating non- financial and intangible metrics into their incentive plans. This session will help you evaluate what ESG measures you should consider for your short- or long-term incentive plans, as well as how to establish corresponding measurable, quantitative goals.
- Joseph Bower, Board Member, Anika Therapeutics, Loews Corp. and New America High Income Fund
- Yumi Narita, Executive Director of Corporate Governance, NYC Comptroller’s Office
Breakout 3:
The Hallmarks of Effective CEO Succession Planning
With so many CEOs making a quick exit in recent years, it’s more important than ever for your board to have a succession plan in place well before you need it. Some boards perform the CEO selection process brilliantly while some repeatedly make the same mistakes. Wherein lies the difference? This session will explore the tenets of a strong CEO succession process, including the current CEO’s role, evaluation of internal and external candidates, and the board’s ultimate responsibility.
- Richard Harshman, Board Member, Ameren and PNC Financial Services Group; Former Chairman, President and CEO, Allegheny Technologies
- William Lambert, Chairman of the Board, MSA Safety Incorporated; Board Member, Kennametal
- Matt Paese, Senior Vice President, DDI
As the purpose of a corporation finds itself as the central theme of a great debate in the corporate governance arena, how should corporations—and, in turn, boards—be thinking about their five key stakeholders? We’ll dig into what it means to create long-term value and the key questions boards should be asking themselves. What role do/should companies play in social decisions? We’ll hear how one of the world’s largest institutional investors thinks about ESG in the context of corporate valuation and how investors such as BlackRock are evolving their investment strategies and engagements accordingly.
SPEAKERS:
- Aeisha Mastagni, Portfolio Manager, Sustainable Investment & Stewardship Strategies CalSTRS
- Ray Cameron, Managing Director & Head of Investment Stewardship Team for the Americas, BlackRock
- Moderator: Paul DeNicola, Principal, PwC’s Governance Insights Center
This session will provide key takeaways and action items for boards to consider, based on findings from Corporate Board Member and EY Center for Board Matters survey of public company directors on talent and culture as a strategic governance initiative. We’ll explore talent-related metrics boards should consider and important questions boards should be asking their chief HR officer on workforce management-related risks and opportunities.
SPEAKERS:
- Roselyn Feinsod, Principal, People Advisory Services Ernst & Young
- Steve Klemash, Americas Leader EY Center for Board Matters
Breakout 1:
Audit committees have a responsibility to provide decision-useful financial reporting to investors. Emerging technologies are changing auditing processes and investors are seeking more insight on non-GAAP financial measures and intangible indicators not included in historical financial statements. We’ll explore how audit committees should be rethinking their auditing and financial reporting processes in response to these new trends and changing expectations.
- Phillip Austin, National Managing Partner, Assurance, BDO
- Erin Dwyer, Deputy Director of External Affairs, Public Company Accounting Oversight Board (PCAOB)
- Sam Liss, Board Member, Verisk Analytics, Argo Group International and JS Held
- Moderator: Amy Rojik, National Partner- Governance & External Communications, BDO
Breakout 2:
From Good to Great: Improving Your Board Assessment to Create a Higher-Performing Board
It seems so straightforward, yet many boards fall short in their efforts to conduct an effective board evaluation. Done properly, a board assessment is not a report card for the board as a whole or for individual directors. Instead, it should be viewed as a tool for continuous improvement and learning. This working session will take directors through five key principles of an effective board evaluation process.
- Mark Bertolini, Board Member, CVS Health, Verizon Communications and Massachusetts Mutual Life Insurance Company; Former Chairman and CEO, Aetna
- Paul Winum, Senior Partner & Practice Leader, Board & CEO Services, RHR International
Breakout 3:
Human Capital Oversight: Do You Know Your Risk?
How can you ensure your company isn’t the next front-page headline for a class action suit resulting from workplace misconduct? This breakout will provide tips to help your board identify and measure behavioral data to mitigate your human capital risks and help your organization maintain a workplace environment free of discrimination, sexual harassment, gender in equality, human rights violations and other misconduct.
- David Greenberg, Board Member, International Seaways
- Neha Gupta, Chief Executive Officer, True Office Learning
- TK Kerstetter, Host, Inside America’s Boardroom
Breakout 1:
Board Refreshment: Finding the Right Balance
Investors are concerned about stale boards and the impact that may have on effective governance. But tenured directors also bring historic perspective to strategic oversight. So how do you strike the right balance to ensure a high-performing board? A panel of directors will share their experiences with age and term limits, the changing demographics of the director profile and how to recruit a diverse set of perspectives to the boardroom.
SPEAKERS:
- Anna Catalano, Director, WillisTowersWatson, HollyFrontier, Frontdoor, Kraton
- Patrick Gaston, Former Chairman of the Board, Bed, Bath & Beyond
- Byron Loflin, Global Head of Board Engagement, Nasdaq
Breakout 2:
ESG: Getting Materiality Right
What are the key questions your board should be asking management to identify and act on financially material sustainability risks and opportunities? This interactive session will help you define business-critical sustainability issues unique to your organization in order to link sustainability to financial performance. We’ll help you create dashboards for monitoring progress on the key ESG issues critical to investors.
- Jeff Hales, Chair, SASB Standards Board
- Luan Jenifer, President, Miller/Howard Investments
- Peter Reali, Senior Director, Responsible Investing, Nuveen, a TIAA Company
- Moderator: Richard Fields, Director, Corporate Stakeholder Engagement, King & Spalding
Breakout 3:
Would Your M&A Transaction Withstand a Shareholder Challenge?
This breakout session will explore how boards can influence the success of M&A transactions. Going beyond the execution of fiduciary duties, directors today are increasingly involved in ensuring that a proposed deal aligns with company strategy and is supported by a robust due diligence process. Learn what deal issues shareholders are most sensitive to so you can minimize potential deal-related litigation concerns.
- George Casey, Global Co-Managing Partner, Shearman & Sterling
- Alan Goudiss, Litigation Partner, Shearman & Sterling
- Dawn Zier, Director, Hain Celestial and Spirit Airlines; Former CEO, NutrisystemM
Grab a beverage and take advantage of networking with fellow attendees on non-governance related topics! This will be a unique experience where we will divide out into small groups multiple times to meet new contacts. Topics may include:
- I love to travel –When Covid is over, I’ll go…
- During Covid, I picked up a new hobby…
- Netflix? Yes please. The best bingeworthy TV show is…
- Charity work your passionate about
Friday, November 20
Coming out of the coronavirus pandemic, there is no doubt the economy will be a major issue for voters in the 2020 election. With the elections wrapped up 2 weeks prior to the Boardroom Summit, we’ll explore how the electoral outcomes at the Presidential, Congress and Senate levels, coupled with the current status of the coronavirus outbreaks globally, will impact the economy heading into 2021.
SPEAKER:
- Erik Lundh, Senior Economist, The Conference Board
- Joseph Minarik, Senior Vice President and Director of Research, CED; Former Chief Economist of the Office of Management and Budget, Clinton Administration
Roundtable 1:
A.I. Privacy and Ethic Considerations
Gather with director peers and a subject matter expert to explore pertinent board issues.
SPEAKERS:
- David White, Co-leader, Global Cybersecurity, Privacy & Digital Investigation Practice, AlixPartners
- Angela Zutavern, Head of A.I., AlixPartners; Co-Author, The Mathematical Corporation, Where Machine Intelligence and Human Ingenuity Achieve the Impossible
Roundtable 2:
Onboarding the Next Generation of Directors
Gather with director peers and a subject matter expert to explore pertinent board issues.
- Joan Conley, Senior Vice President and Corporate Secretary, Nasdaq
Roundtable 3:
Understanding ISS and Glass Lewis’ Expectations Post-Covid
Gather with director peers and a subject matter expert to explore pertinent board issues.
- Mike Marino, Managing Director, FW Cook
Committee Workshop 1: Audit
Presented by PwC’s Governance Insights Center
Each workshop will help directors plan for committee oversight scenarios in a hands-on, interactive format.
SPEAKERS:
- Mary Ann Cloyd, Board Member, Fresh Del Monte Produce Inc., Bellerophon Therapeutics and NCMIC Group
- Barbara Berlin, Managing Director, PwC’s Governance Insights Center
- Stephen G. Parker, Partner, Governance Insights Center PwC
Committee Workshop 2: Compensation
Presented by Meridian Compensation Partners
Each workshop will help directors plan for committee oversight scenarios in a hands-on, interactive format.
- Jim Heim, Lead Consultant, Meridian Compensation Partners
- James Kzirian, Lead Consultant, Meridian Compensation Partners
- Patrick Powers, Lead Consultant, Meridian Compensation Partners
Committee Workshop 3: Nominating/Governance
Each workshop will help directors plan for committee oversight scenarios in a hands-on, interactive format.
- Jody Bilney, Board Member, Masonite International Corp.
- Jonathan Foster, Lear Corporation, Berry Global, Inc. and Five Point Holdings, LLC
Every business leader in the world is trying to make sense of the uncertainty brought about by the global coronavirus pandemic. How—and when–will it end? How is it really transmitted? What about a vaccine? What is the best way to keep my workers safe? My customers? My family? What are the less-known knock-on effects of Covid likely to be, and how might they impact business and the economy? And for how long? In this exclusive, candid conversation we’ll bridge the gap between public health and business, helping you build a strategy for 2021 and 2022 that’s based on cutting-edge science, not wishful thinking, undo paranoia or partisan politics. You will get to ask your most urgent questions and get blunt, evidence-based answers you can put to use in your boardroom right away. Walk away armed with facts and insights that will leave you better prepared to navigate the tricky discussions to come.
SPEAKERS:
- Sanford Climan, President, Entertainment Media Ventures, Inc.; Former Advisory Committee to the Director of the Centers for Disease Control and Prevention
- Michelle A. Williams, Dean of the Faculty, Harvard T.H. Chan School of Public Health
Activists have launched campaigns against companies of all sizes, institutional investors are more willing to cooperate with activists and historic takeover defenses have declined in effectiveness. Based on a Corporate Board Member survey this summer, directors expect an uptick in hostile takeovers and shareholder activism activity. This session will explore how boards should be thinking about this new shareholder engagement and activist landscape.
SPEAKERS:
- Elizabeth Bieber, Counsel and Head of Shareholder Engagement & Activism Defense, Freshfields
- James Mitarotonda, Chairman, President and CEO, Barington Capital Group, L.P.; Board Member, Avon Products, OMNOVA Solutions and The Eastern Company
- Alfredo Porretti, Managing Director and Head of Shareholder Advisory, Greenhill & Co., LLC