Thursday, September 15
All times Eastern
8:30 – 9:00 am
9:00 – 9:15 am
9:15 am – Noon
Corporate Board Member’s Board Committee Peer Exchange provides an exclusive setting for public company directors and general counsel to share insights and solutions with their peers while discussing critical governance challenges and opportunities facing their organizations.
There will be no press present at any of the Peer Exchange sessions, and there will be no record of session proceedings, ensuring a forum for candid, in-depth discussion. Participants are divided into small peer groups based on their board position and their company’s annual revenue. Seasoned advisers will help facilitate robust conversations.
Noon – 1:00 pm
1:00 – 1:30 pm
1:30 – 1:40 pm
1:40 – 2:40 pm
Covid’s long shadow, the Ukraine crisis, China’s slowdown, record-high inflation in the U.S., and a global outlook indicating that growth will likely decelerate in almost every major global economy in 2022 all converging to create an economic environment businesses haven’t faced in decades. The board has an obligation to probe deeper on the implications to help management pivot on strategy as necessary. We’ll sit down with a global authority on future trends and a seasoned executive to analyze current domestic and global trends, evaluate key indicators, and challenge assumptions, so you can ask—and answer—key questions to keep your business on track.
2:40 – 3:30 pm
Governments, regulators, shareholders, and others are making advancements in the push to net zero emissions, and they are expecting the same from companies. Net zero is relatively easy to commit to but quite complex to implement. In many cases, it will require a reshaping of corporate strategy and operating models. What’s the role of the board in overseeing these decisions and monitoring process?
This informative presentation will provide directors with a forward-looking framework for leading on climate change within four core areas to think about:
3:30 – 4:00 pm
4:00 – 4:15 pm
Our Board Leadership Awards recognize exemplary companies and individuals who go beyond the basic requirements of governance, regulation and compliance and serve as models for other companies and individuals to emulate. After another year of continued—and new—challenges, the 2022 Awards seek to shine a light on those boards who are making a positive impact serving all of their stakeholders—shareholders, employees, customers, partners and communities. We’re excited to showcase the very best in corporate governance at a time when great examples matter more than ever before:
4:15 – 5:00 pm
Being a strong board leader requires bold decisions, especially in times of crisis and disruption. Balancing the push-pull of short-termism versus long-term needs, being a culture carrier, making sure you have the right people in the right seats on your C-suite team, and projecting resilience in the face of challenges—are just a few parts of the job of a director. We’ll sit down to unpack some of the key lessons from this year’s Board Leadership Award honorees to help you more confidently lead your own organizations.
5:00 – 6:30 pm
Join fellow attendees for some festive networking as we celebrate our 2020, 2021 and 2022 award honorees together in-person!
All times Eastern
8:00 – 8:50 am
Gather with director peers and subject matter experts to explore pertinent board issues in a small group setting. Topics may include onboarding new directors, onboarding a new CEO, D&O and financial exposures, proxy advisors, conducting CEO evaluations and more.
In-person attendees select one
The fall presents an opportunity for companies to begin discussing and planning for compensation-related changes that would take effect in 2023. Market volatility and economic uncertainty have presented a host of challenges for companies on the heels of a major pandemic. With this backdrop, our round table discussion will focus on the state of equity compensation, strategies to address share budgeting and reserve constraints, underwater options and award modifications, goal setting and use of discretion and, award eligibility, among other topics.
Learn how a comprehensive multi-year onboarding program can indoctrinate a new director into every aspect of the company’s business, culture, and the competitive environment it operates in, thereby facilitating meaningful contributions from directors and growth in long-term value for shareholders. Exchange ideas on the key components of your company’s onboarding process and how they help a new director shorten the learning curve and quickly become a meaningful contributor to the work of the board.
Join your public company director peers for a facilitated discussion about your liability exposure as a board member. Risk is not just financial, but also personal and reputational. Expert Priya Huskins will help you understand your sources of exposure, their potential severity, the limits of insurance, and protections beyond insurance.
9:00 – 9:05 am
9:05 – 9:20 am
What tops the list of directors’ concerns? And is the forecast looking brighter? We’ll share trends from Corporate Board Member and Diligent Institute’s Directors Confidence Index over the last 12 months, with comparisons to Chief Executive and StrategicCFO360 Confidence Indices.
9:20 – 10:00 am
In Corporate Board Member and Diligent Institute’s 2022 What Directors Think study, directors ranked workforce matters the second most challenging issue to oversee. How can boards improve their oversight of this risk—and help their organizations find opportunity? How do you oversee these issues without overstepping? A panel of seasoned directors will weigh in on how boards can better monitor the thorniest human capital issues—from the Great Resignation and DE&I to culture and employee well-being—that directly impact your bottom line.
10:00 – 10:45 am
Conceptually, there’s rarely disagreement on the role of the board in a public company—provide oversight on corporate strategy and make sure the company has the right CEO in place. But how do boards know whether their contributions actually add value for management–and shareholders? What do CEOs want—and need—from their board? Based on findings from a Corporate Board Member and EY survey of 250 directors on how they perceive and assess the value they bring in contributing to a company’s long-term profitability and growth, we’ll sit down with a panel of seasoned CEOs to offer advice on the essential elements of an effective CEO-board relationship and how directors can deliver against their responsibilities to ask the right questions and add true value in their role of representing stakeholders.
10:45 – 11:10 am
11:10 am – Noon
In-person attendees select one
What should management and the board do to prepare in an environment of escalating destructive and disruptive attacks? What are the right questions to ask and what are the red flags to look out for? As cybersecurity regulations increase so too do the expectations of board members’ familiarity with cybersecurity-related concepts. This session will review cybersecurity trends, discuss the intensifying threat landscape and explore the evolving role of the board of directors in governing cybersecurity. You’ll gain valuable insights on effective cybersecurity organizations and what it takes to “futureproof” cybersecurity programs.
Justin Greis, Partner, Cybersecurity, McKinsey & Company
Seismic shifts are impacting companies’ ability to attract and retain talent. Inflation and supply issues are driving prices up as wage growth keeps pace. While remote work expands the geographic talent market, it also expands employee opportunity and drives record turnover. The down stock market exacerbates retention concerns as tech companies drive up the rate of pay for technical talent. Across the country, “help wanted” signs are posted on almost every window, and employee expectations may be higher than ever. It’s time that boards reevaluate their compensation strategies in the C-suite and throughout the organization. How can boards stay on top of how these dynamics changes in compensation? How can traditional companies compete for talent with tech companies? How can companies ensure that their culture, compensation, and benefits appeal to the workforce they need? A panel of CHROs, board members, and compensation advisors will help you develop new strategies to compete in the year ahead.
Activists have launched campaigns against companies of all sizes, and institutional investors seem more willing to cooperate with activists. No company is too large, too popular, too new or too successful to be immune from activism. This session will explore how boards should be thinking about the current activist landscape and the intricacies of how boards should deal with activist investors. The panel will share their experiences not only defusing, resolving and prevailing in contested situations and proxy fights, but also experiences with activists taking seats on the board. You’ll walk away with a checklist of matters to put your company in the best possible position to prevent, respond to or resolve an activist attack.
Noon – 1:00 pm
1:00 – 1:45 pm
As the C-suite becomes increasingly tumultuous, board members are facing deeper scrutiny and higher personal accountability for how they manage C-suite succession. In this can’t-miss candid discussion, we’ll share the risk of faulty thinking about succession, as well as the hidden opportunities for boards to fortify their succession strategy. Leave this session with key strategies to shift your mindset and that of your board to minimize your risk in succession and make your smartest bets on c-suite talent.
1:45 – 2:30 pm
We’ll look back at where boards and investors collided in the 2022 proxy season, evaluate the key takeaways from shareholder voting trends, and then look ahead at the fundamental shifts likely to continue in the year ahead. shareholder proposals most likely to receive the highest level of support next year. Our panel of experts, all deeply entrenched in corporate governance, will present essential actions that directors should be taking proactively to identify any gaps, improve the quality of shareholder engagement and position themselves to win shareholder support.
2:30 – 2:40 pm
2:40 – 3:30 pm
In-person attendees select one
There is no doubt that investors are paying more attention to the ESG risks and opportunities facing the companies in which they invest and are, in many cases, using the information available in the market to make voting decisions. In addition, with pending regulatory requirements, it is critical that boards work with their management team to improve their measurement and reporting practices to keep stakeholders informed.
This interactive breakout will help you navigate the consolidation of the ESG reporting standards frameworks and understand how investors rely on various data available so you can improve your organization’s narrative to talk about how you create, measure and drive value. You’ll walk away with a set of fundamental questions your board should be asking management to assess what ESG issues are material to your business strategy, risk management and financial oversight, as well as identify any potential gaps between current disclosure practices and those that may be required by new rules. And, you’ll receive tangible examples of how leading companies are communicating both regulatory and voluntary ESG disclosures through key channels, such as proxy statements, annual report,10-K, website and other sustainability reports
This breakout session will explore how boards can influence the success of M&A transactions. Directors today are increasingly under pressure from shareholders with respect to M&A transactions and are involved in ensuring that a buy-side deal aligns with company strategy and is supported by a robust due diligence process, and that a sell-side deal delivers the value the company would expect. Sale of a company is always scrutinized, and in buy-side deals, board’s oversight is becoming increasingly important as a “check” on valuation, deal process and plans for post-closing integration. Learn what deal issues shareholders are most sensitive to so you can minimize potential deal-related litigation concerns
3:30 – 3:40 pm
3:40 – 4:30 pm
In-person attendees select one
Across industries, the pandemic has compressed decades of digital transformation into a moment. From the mass adoption of the work from home model to pivoting to the implementation of the hybrid work model, the move from tradition business transactions to mostly online transactions, and virtual consultations to lower demand for in-person experiences, industries are adapting and have no choice but to transform quickly. The movement to provide the all-digital, all-mobile work, operational, customer, and supplier experiences of the future pushes companies to leverage the latest technologies to their fullest. Digital transformation clearly presents companies with the opportunity for both risk and reward. This panel discussion will focus on digital transformation risk oversight and those areas board members should be actively monitoring and how best to engage management related to people, process and technology both within the company and with its business partners
Composition and culture are coequal partners in creating a highly effective board. Boards that find themselves in states of dysfunction often have members with relevant and diverse expertise but face issues of culture and engagement. In this interactive workshop, we will discuss several common cultural concerns in boardrooms including dealing with dominating members, guiding derailed and unfocused discussions, fostering participation from disengaged directors, confronting factions, and addressing back-channel discussions. We will explore the hallmarks of highly effective boards and how to foster a healthy and dynamic culture and a thoughtful approach to governance.
4:30 – 5:00 pm
Thursday, September 15
All times Eastern
1:30 – 1:40 pm
1:40 – 2:40 pm
Covid’s long shadow, the Ukraine crisis, China’s slowdown, record-high inflation in the U.S., and a global outlook indicating that growth will likely decelerate in almost every major global economy in 2022 all converging to create an economic environment businesses haven’t faced in decades. The board has an obligation to probe deeper on the implications to help management pivot on strategy as necessary. We’ll sit down with a global authority on future trends and a seasoned executive to analyze current domestic and global trends, evaluate key indicators, and challenge assumptions, so you can ask—and answer—key questions to keep your business on track.
2:40 – 3:30 pm
Governments, regulators, shareholders, and others are making advancements in the push to net zero emissions, and they are expecting the same from companies. Net zero is relatively easy to commit to but quite complex to implement. In many cases, it will require a reshaping of corporate strategy and operating models. What’s the role of the board in overseeing these decisions and monitoring process?
This informative presentation will provide directors with a forward-looking framework for leading on climate change within four core areas to think about:
3:30 – 4:00 pm
4:00 – 4:15 pm
Our Board Leadership Awards recognize exemplary companies and individuals who go beyond the basic requirements of governance, regulation and compliance and serve as models for other companies and individuals to emulate. After another year of continued—and new—challenges, the 2022 Awards seek to shine a light on those boards who are making a positive impact serving all of their stakeholders—shareholders, employees, customers, partners and communities. We’re excited to showcase the very best in corporate governance at a time when great examples matter more than ever before:
4:15 – 5:00 pm
Being a strong board leader requires bold decisions, especially in times of crisis and disruption. Balancing the push-pull of short-termism versus long-term needs, being a culture carrier, making sure you have the right people in the right seats on your C-suite team, and projecting resilience in the face of challenges—are just a few parts of the job of a director. We’ll sit down to unpack some of the key lessons from this year’s Board Leadership Award honorees to help you more confidently lead your own organizations.
All times Eastern
9:00 – 9:05 am
9:05 – 9:20 am
What tops the list of directors’ concerns? And is the forecast looking brighter? We’ll share trends from Corporate Board Member and Diligent Institute’s Directors Confidence Index over the last 12 months, with comparisons to Chief Executive and StrategicCFO360 Confidence Indices.
9:20 – 10:00 am
In Corporate Board Member and Diligent Institute’s 2022 What Directors Think study, directors ranked workforce matters the second most challenging issue to oversee. How can boards improve their oversight of this risk—and help their organizations find opportunity? How do you oversee these issues without overstepping? A panel of seasoned directors will weigh in on how boards can better monitor the thorniest human capital issues—from the Great Resignation and DE&I to culture and employee well-being—that directly impact your bottom line.
10:00 – 10:45 am
Conceptually, there’s rarely disagreement on the role of the board in a public company—provide oversight on corporate strategy and make sure the company has the right CEO in place. But how do boards know whether their contributions actually add value for management–and shareholders? What do CEOs want—and need—from their board? Based on findings from a Corporate Board Member and EY survey of 250 directors on how they perceive and assess the value they bring in contributing to a company’s long-term profitability and growth, we’ll sit down with a panel of seasoned CEOs to offer advice on the essential elements of an effective CEO-board relationship and how directors can deliver against their responsibilities to ask the right questions and add true value in their role of representing stakeholders.
10:45 – 11:10 am
11:10 am – Noon
What should management and the board do to prepare in an environment of escalating destructive and disruptive attacks? What are the right questions to ask and what are the red flags to look out for? As cybersecurity regulations increase so too do the expectations of board members’ familiarity with cybersecurity-related concepts. This session will review cybersecurity trends, discuss the intensifying threat landscape and explore the evolving role of the board of directors in governing cybersecurity. You’ll gain valuable insights on effective cybersecurity organizations and what it takes to “futureproof” cybersecurity programs.
Noon – 1:00 pm
1:00 – 1:45 pm
As the C-suite becomes increasingly tumultuous, board members are facing deeper scrutiny and higher personal accountability for how they manage C-suite succession. In this can’t-miss candid discussion, we’ll share the risk of faulty thinking about succession, as well as the hidden opportunities for boards to fortify their succession strategy. Leave this session with key strategies to shift your mindset and that of your board to minimize your risk in succession and make your smartest bets on c-suite talent.
1:45 – 2:30 pm
We’ll look back at where boards and investors collided in the 2022 proxy season, evaluate the key takeaways from shareholder voting trends, and then look ahead at the fundamental shifts likely to continue in the year ahead. shareholder proposals most likely to receive the highest level of support next year. Our panel of experts, all deeply entrenched in corporate governance, will present essential actions that directors should be taking proactively to identify any gaps, improve the quality of shareholder engagement and position themselves to win shareholder support.
2:30 – 2:40 pm
2:40 – 3:30 pm
There is no doubt that investors are paying more attention to the ESG risks and opportunities facing the companies in which they invest and are, in many cases, using the information available in the market to make voting decisions. In addition, with pending regulatory requirements, it is critical that boards work with their management team to improve their measurement and reporting practices to keep stakeholders informed.
This interactive breakout will help you navigate the consolidation of the ESG reporting standards frameworks and understand how investors rely on various data available so you can improve your organization’s narrative to talk about how you create, measure and drive value. You’ll walk away with a set of fundamental questions your board should be asking management to assess what ESG issues are material to your business strategy, risk management and financial oversight, as well as identify any potential gaps between current disclosure practices and those that may be required by new rules. And, you’ll receive tangible examples of how leading companies are communicating both regulatory and voluntary ESG disclosures through key channels, such as proxy statements, annual report,10-K, website and other sustainability reports.
3:30 – 3:40 pm
3:40 – 4:30 pm
Across industries, the pandemic has compressed decades of digital transformation into a moment. From the mass adoption of the work from home model to pivoting to the implementation of the hybrid work model, the move from tradition business transactions to mostly online transactions, and virtual consultations to lower demand for in-person experiences, industries are adapting and have no choice but to transform quickly. The movement to provide the all-digital, all-mobile work, operational, customer, and supplier experiences of the future pushes companies to leverage the latest technologies to their fullest. Digital transformation clearly presents companies with the opportunity for both risk and reward. This panel discussion will focus on digital transformation risk oversight and those areas board members should be actively monitoring and how best to engage management related to people, process and technology both within the company and with its business partners
