Boardroom Summit & Peer Exchange

AGENDA

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Session Type

In-person

Virtual

Thursday, September 15

All times Eastern

8:30 – 9:00 am

Networking Breakfast and Registration

9:00 – 9:15 am

Welcome and Board Committee Peer Exchange Kick-off

9:15 am – Noon

Concurrent Peer Exchanges

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.

  • Audit Committee
  • Compensation Committee
  • Nominating/Governance Committee
  • Lead Directors and Board Chairs

Noon – 1:00 pm

Working Lunch with respective peer groups

1:00 – 1:10 pm

Boardroom Summit Kick-Off

1:10 – 2:00 pm

How A Turnaround Master Does Board Strategy

Greg Brenneman, Lead Director, Home Depot; Board Member Baker Hughes; Executive Chairman, CCMP Capital Advisors, LLC; Former CEO, Quiznos Subs, Burger King, PwC Consulting and Continental Airlines

Known as one of the top corporate turnaround experts in the world, Greg Brenneman has done it a least four times: at Quiznos Subs, Burger King, PwC Consulting and Continental Airlines—where he took the carrier from worst to first in less than a decade. Each time he relied on a one-page strategy document with a five-step process to attack the problem with vigor and simplicity.

“The fastest way to make money is to stop doing things that lose it,” says Brenneman. In this exclusive interview, he’ll outline the value drivers your organization should focus on to improve performance in four areas: market, financial, product and people. You’ll gain invaluable insights from his decades of experience on the boards of Home Depot, ADP and Baker Hughes to help your board focus on what really matters. It’s never been more important for the board to help the CEO and management team get strategy right.

2:00 – 2:40 pm

The SEC’s Rulemaking: A New Directive for Boards

This spring, the SEC announced proposed rules that would significantly increase required disclosures about climate-related risks that are reasonably likely to have a material impact on a company’s business or consolidated financial statements. This is on top of proposed disclosures around cyber security management, SPACs and other governance issues. We’ll sit down with the SEC to evaluate current proposals and the key questions boards should be asking management about the systems, processes and controls in place to gather and report the data for these incremental disclosures—and identify any gaps early.

Don’t miss this exclusive conversation to help your organization develop a proper narrative around how you create, measure and drive value.

2:40 – 3:30 pm

A Board Framework: Winning the Race to the Top on Climate Change

Matt DiGuiseppe, Managing Director in PwC’s Governance Insights Center; Former Head of Americas Asset Stewardship at State Street Global Advisors

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:

  • climate change risks and opportunities
  • climate change in relation to business strategy
  • assessment of current governance and oversight structure
  • company’s reporting strategy

3:30 pm – 4:00 pm

Break

4:00 pm – 4:15 pm 

4th Annual Board Leadership Awards Presentation

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: 

  • Independent Director of Year 
  • Courage in the Boardroom 
  • Greatest Impact on Corporate Boards 

4:15 – 5:00 pm 

The Art of Bold Leadership in the Boardroom

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  

Board Leadership Awards Celebration & Networking Reception

Join fellow attendees for some festive networking as we celebrate our 2020, 2021 and 2022 award honorees together in-person 

Friday, September 16

All times Eastern

8:00 – 8:50 am

Concurrent Breakfast Roundtables

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.

  • Lou Taoromino, Principal, FW Cook

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.

  • Joan Conley, Senior Advisor on Corporate Governance & ESG Programs and Former SVP and Corporate Secretary, Nasdaq

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.

  • Priya Huskins, Senior Vice President, Management Liability, Woodruff Sawyer; Board Member, Realty Income Corp.

9:00 – 9:05 am

Day 2 Welcome

9:05 – 9:20 am

Inflation and Supply Chains and Politics, Oh My: The State of Director Confidence

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

Winning the Race for Talent: The Board’s Role in Human Capital Management

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

CEO Perspectives: How Do Boards Add Value?

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

Break

11:10 am – Noon

Concurrent Breakouts

In-person attendees select one

Cybersecurity has always been a never-ending race, but the rate of change is accelerating. The scope of the threat is growing, and no organization is immune. Is your board looking far enough forward to understand how today’s technology investments will have cybersecurity implications in the future? This breakout will explore important cyber risk trends that will have large-scale implications, along with defensive capabilities that organizations can develop to mitigate the risk and impact of future cyberthreats. 

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.  

  • Kathryn Neel, Managing Diector, Semler Brossy 
  • Additional speakers to be announced 

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. 

  • Raj Gupta, Retired Chairman & CEO, Rohm and Haas; former Board Member, Hewlett Packard, DuPont, Arconic/Howmet, Delphi/Aptiv, Tyco, Airgas, Avantor

Noon – 1:00 pm

Lunch

1:00 – 1:45 pm

The Critical Mindsets of Board Directors in Managing Succession

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. 

1:45 – 2:30 pm

Looking Ahead: How Boards Should Be Preparing for Proxy Season 2023, Now

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. 

2:30 – 2:40 pm

Break

2:43:30 pm  

Concurrent Breakouts

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

  • Speakers to be announced
  • Moderator: Ron Schneider, Director of Corporate Governance Services, DFIN

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

  • Emily Peterson Alva, Board Member, Alkermes, Amneal Pharmaceuticals, Inc. and Atlanta Life Insurance Company
  • George Casey, Global Managing Partner & Head of Global M&A Group, Shearman & Sterling
  • Alan Goudiss, Litigation Partner, Shearman & Sterling 
  • Derrick Lott, M&A Partner, Shearman & Sterling

3:30 – 3:40 pm

Break

3:40 4:30 pm  

Concurrent Breakouts

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

  • Nate Anderson, Senior Director, Technology and Digital Audit – Global Internal Audit, McDonald’s
  • Vicky Cheng, Director Internal Audit, Allstate
  • Shelley Leibowitz, Board Member, Morgan Stanley, BitSight, Elastic N.V.
  • Moderator: Jim Stempak, Partner Business & Technology Risk, Crowe

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.

  • Kaley Karaffa, Senior Director of Board Engagement and Governance Counsel, Nasdaq
  • Phil Neiswender, Head of Board Engagement for the Americas and Asia Pacific Region, Nasdaq

4:30 – 5:00 pm

Casual Networking, Attendees Depart