Agenda

Monday, September 16

10:00 – 10:30 am

Registration and Networking

10:30 – 10:45 am

Welcome and Board Committee Peer Exchange Kick-off

10:45 am – 1:45 pm

Concurrent Peer Exchanges (with working lunches)

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 board leadership 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. No Powerpoints and no sales pitches. Peer-driven, action-oriented conversations leading to tangible takeaways. 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.

Prior to the event, Corporate Board Member will solicit input from confirmed participants to develop the most relevant agenda for each committee session.

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

1:45 – 2:00 pm

Networking Break

2:00 – 2:10 pm

Boardroom Summit Welcome

2:10 – 3:00 pm

Navigating the AI Frontier: Unleashing Potential, Ensuring Trust

Artificial intelligence is fundamentally changing how business gets done. The right AI choices will provide companies with a significant edge. But, realizing GenAI’s full potential also requires paying close attention to its potential risks. The outcomes of your AI systems are your responsibility. The moment of truth for trust in AI is coming. You need more than just compliant, secure systems—responsible AI requires an enterprise-wide approach and set of practices that ensures your employees are deploying the right solutions for the right situation with the right data and oversight to achieve reliable results. Our experts will help you see the possibilities within your organization and develop a governance framework that will help support transformation by avoiding potential traps.   

Keith Meyer

Global Practice Leader, Board Services, Major Lindsey Africa

Florin Rotar

Chief AI Officer, Avanade

3:00 – 3:50 pm

The 3 Secrets of CEO Succession Planning Done Right

Determining who should succeed an incumbent CEO is fraught with complexity—but getting the process right is the board’s number one job. Great succession happens through great development. So, how does the board work with its C-Suite leaders to cultivate talent from within? What strategies do the best companies employ to prepare the next generation of leaders for the helm? How do you cultivate an environment that identifies—and nourishes—the hidden talents within your organization? We’ll delve into three of the most critical aspects of the CEO succession process to help you avoid common mistakes.

Matt Paese

Matt Paese Ph.D.

Senior Vice President, Leadership Insights, DDI

Lee M. Shavel

President and Chief Executive Officer, Verisk

3:50 – 4:15 pm

Networking Break

6th Annual Board Leadership Awards

AlixPartners

Sponsored by

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: Merit Janow, Mastercard
  • Courage in the Boardroom: Dale Wolf, Molina Healthcare
  • Greatest Impact on Corporate Boards: Ram Charan
  • Lifetime Achievement: TK Kerstetter

4:15 – 4:30 pm

4:30 – 5:30 pm

Expect the Unexpected: Timeless Board Leadership Lessons for Uncertain Times

Being a strong board leader requires bold decisions, especially in times of crisis and disruption. But disruption is nothing new. Every decade—every year—brings disruption. What separates the best boards—and in turn the best companies—from the rest is the ability to project resilience in the face of challenges. And the ability to balance  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 to grow no matter the circumstances.

Ram Charan

Author, Boards That Lead and Boards That Deliver

TK Kerstetter

Retired Host, Inside America’s Boardrooms; Co-Founder, Corporate Board Member

Simon Freakley

Moderator: Simon Freakley

CEO, AlixPartners

Merit Janow

Chair of Board, Mastercard International

Dale Wolf

Chairman of the Board, Molina Healthcare Inc.

5:30 – 7:00 pm

Board Leadership Awards Celebration & Networking Reception

AlixPartners

Sponsored by

Join fellow attendees for some festive networking as we celebrate our award honorees together in-person!

Tuesday, September 17

7:30 – 8:30 am

Breakfast Roundtables

Directors will gather in small groups with a subject matter expert to explore pertinent board issues.

Highly effective board-CEO relationships depend on trust and communication. Join your peers for a conversation on maximizing output of time together, getting to the topics that matter, managing conflicts and embracing diverse views, and mastering power dynamics.

Featured Speakers:

  • Rick DeRose, Co-Founder and Managing Partner, Acertitude

  • Kevin O’Neill, Co-Founder and Managing Partner, Acertitude

Elon Musk’s moonshot grants brought conversations around large, special equity awards to the forefront this year. Has your board considered the merits of special equity incentives for your CEO and other key executives, along with the key considerations like Say on Pay risk, ISS and Glass Lewis criticism, and shareholder/activist investor pushback? Join your peers for a discussion on special compensation actions, including balancing retention, e.g. granting RSUs, and performance alignment, e.g. stretch performance goals tied to share price or other hurdles, special contracts, enhanced severance or change-in-control-protection, and more.

Featured Speaker:

  • Todd Krauser, Managing Director, FW Cook

The job of corporate director is transforming, requiring boards to rethink traditional structures and make a thoughtful assessment of the individuals sitting around the table. What conversations is your board having around how the new director profile is evolving? What steps is (or should) your board be taking to identify current and potential future skill gaps. Join your peers to make sure your board has a robust board assessment and succession plan in place to make sure you have the right skills and perspectives around the table to drive your company’s long-term strategy forward.

Featured Speaker:

  • Joan Conley, Senior Advisor on Corporate Governance and ESG Programs, Nasdaq

8:30 – 8:35 am

Day 2 Welcome

8:35 – 9:30 am

Understanding Why Good Boards Make Bad Decisions: An Interactive Exercise

At their core, boards are more than a group of highly qualified individuals—they are sophisticated teams, assembled to work together smoothly while bringing diversity of thought, expertise, and experience to their oversight role. But problematic group dynamics can derail all kinds of teams, and boards are no exception. Boards can fall prey to threat rigidity when faced with a crisis; become entrapped by escalation of commitment when things don’t go as planned; fail to build the interpersonal dynamics that enable collective intelligence; or create psychologically unsafe environments that entrench conformity. 

 Join us for this highly interactive session as we explore the four most common barriers to an effective board and how your board can overcome them. 

Paul DeNicola

Principal, PwC’s Governance Insights Center

Catie Hall

Director, PwC’s Governance Insights Center

9:30 – 10:20 am

Leadership Legacies: Timeless Advice from the C-Suite to the Boardroom

Between them, Peter, Pat and Maggie have sat on more than 75 corporate boards over their careers. Each served as CEO of Fortune 500 public companies. Over the course of the last four decades, they’ve collectively seen just about every scenario a board could face – IPOs, acquisitions, divestitures, shareholder activists, CEO turnover, the onslaught of Sarbanes-Oxley, a financial crisis, tech boom and bust, industry shifts … and now they’ll share their secrets from the C-suite to the boardroom and offer unique perspectives garnered from real life experiences.

Learn about the pivotal moments that have shaped their board leadership philosophies and advice that stands the test of time when it comes to handling unprecedented challenges. Don’t miss this rare opportunity to learn from some of the most experienced, influential board members in corporate America. 

Peter Browning

Lead Director, ScanSource; Board Member, GMS Inc; Former CEO, Sonoco Products Company

Patricia Russo

Board Chair, Hewlett Packard Enterprise; Board Member, GM, Merck and KKR; Former CEO, Lucent Technologies

TK Kerstetter

Co-Founder and Former CEO, Corporate Board Member, Retired Host, Inside America’s Boardrooms Co-Chair, 2024 Boardroom Summit

Maggie Wilderotter

Board Chair, DocuSign; Board Member, Costco Wholesale Corporation, Sana Biotechnology; Former CEO, Frontier Communications

10:20 – 10:40 am

Networking Break

10:40 – 11:30 am

Concurrent Breakouts

Attendees select from interactive breakouts led by subject matter experts.

We will explore how board effectiveness is impacted by corporate governance structure, board composition and practices, and common strategic and risk circumstances. This scenario-based session will help you benchmark your board’s performance by uncovering factors and practices that foster board effectiveness and agility on key governance areas including: 

  • b​oard composition, culture, and refreshment
  • strategic planning and alignment
  • risk oversight and crisis preparedness
  • business performance and growth

 

Featured Speakers:

  • Kaley Karaffa, Head of Board Advisory for the Americas, Nasdaq
  • Phil Neiswender, Head of Board Advisory for the Americas and APAC, Nasdaq

It can be unnerving when an activist investor privately contacts a board, or worse, publicly publishes a letter outlining its criticism or wages a proxy contest to replace the board. How is a director, CEO or GC supposed to react? In this simulation, attendees will walk through the phases of an activist campaign from their initial private outreach through either settlement or proxy fight. Alongside specialist activism counsel, investment bankers and public relations professionals are the two other critical advisors to companies. This session will help you learn how to navigate the complex dynamics of handling an activist, particularly since these actions play out in the public sphere.

 

Featured Speakers:

  • Kai Liekefett, Co-Chair, Shareholder Activism and Corporate Defense Practice, Sidley Austin
  • Pat Tucker, Senior Managing Director, FTI Consulting

In the rapidly evolving landscape of digital transformation and AI advancements, cybersecurity has never been more critical. Boards of Directors are now expected to play a pivotal role in safeguarding their organizations from both traditional cyber threats and the unique risks posed by artificial intelligence. Join us for a compelling discussion featuring two cybersecurity experts from Google Cloud’s Office of the CISO as they delve into the expanded responsibilities of Boards in establishing robust cybersecurity governance in the age of AI.

  • Understanding the Evolving Cyber & AI Risk Landscape
  • Ensuring Adequate Resources & Expertise for the AI World
  • Governing AI Security

 

Featured Speakers:

  • Alicja Cade, Director, Office of the CISO, Google Cloud
  • David Homovich, Office of the CISO, Google Cloud

11:35 am – 12:25 pm

Concurrent Breakouts

Attendees select from interactive breakouts led by subject matter experts.

With M&A transactions getting bigger and increasing scrutiny from shareholders and other stakeholders, directors are under pressure to ensure that M&A transactions are completed in the right way. Whether you are on the sell side or the buy side, this panel discussion will give you the tools to ask the right questions and focus on the right aspects of the transaction.

Featured Speakers:

  • Emily Peterson Alva, Board Member, Alkermes plc and Amneal Pharmaceuticals
  • George Casey, Partner and Global Chairman of Corporate, Linklaters LLP
  • Brenda DiLuigi, Global Head of Litigation and Investigations, Diageo
  • Yiting Du, Counsel, Mergers & Acquisitions, Linklaters

In a rapidly evolving regulatory and technology landscape, public company directors must stay ahead of the curve on critical legal and compliance issues. Join us for a roundtable to discuss the key areas where an open dialogue between the Board and the Chief Legal Officer is critical. This session will explore recent SEC enforcement trends, including scrutiny of disclosure controls and earnings management, and the role of the Board in overseeing AI and cybersecurity. We will also discuss ESG and anti-ESG trends, and CEO succession issues. Insights from this session will assist directors in having a meaningful dialogue with your chief legal officer.

Featured Speakers:

  • Sarah Coyne, Co-Head, Global White Collar Defense, Regulatory and Investigations practice, Weil, Gotshal & Manges
  • Lyuba Goltser, Co-Head, Public Company Advisory Group, Weil Gotshal
  • Adina Storch, SVP, General Counsel and Corporate Secretary, Global Industrial Company; Board Member, Medical Facilities Corporation (TSX: DR)

In a recent Simon-Kucher study, 70% of companies report price wars in their industry.  Of the companies that admit to starting the price war, 60% of them say it was accidental.  Are your company’s pricing strategies setting you up for success or pushing you into a price war? This session designed for board members to challenge management’s pricing strategies, identify and avoid value-destroying mistakes, and implement oversight practices that ensure your company’s pricing approach is a competitive advantage rather than a costly error. 

Featured Speaker:

  • Bhavin Manjee, Partner and Board Member, Simon-Kucher

12:25 – 1:10 pm

Networking Lunch

1:10 – 2:00 pm

Sustainability Under Fire – How Do Boards Find the Right Balance?

The spate of regulations in the U.S. and European Union that mandate, or soon will, increased disclosure by publicly traded companies on climate and other social and environmental risks will likely build a fire under boards to better grasp these issues, and the risks and opportunities they pose to companies. At the same time U.S. investors are pulling back billions from sustainable funds amid an ESG-backlash, employees and customers want to see their companies’ commitment to it. And, anyone that is part of a global supply chain can’t discount the importance of it. So how do boards find the middle ground? We’ll debate the issues to get to some actionable steps for boards to take with their stakeholders. 

Lisa Boyd

Co-Head of the ESG Practice and a Managing Director, Joele Frank

Darren Moskovitz

Darren Moskovitz

Partner, Meridian Compensation Partners

Moderator: Maria Doughty

Chief Executive Officer, The Chicago Network

Pamela Marcogliese

Partner and Head of US Transactions, Freshfields Bruckhaus Deringer US LLP

Amy Rojik

Amy Rojik

Leader, U.S. Center for Corporate Governance, BDO

2:00 - 2:50 pm

A People-Centric Approach to Building Resilience

Companies are operating in a highly disruptive environment with a variety of pressures impacting the talent agenda, including: a rebalancing of power in the labor market; hybrid workplaces; generative AI and job disruption; Gen Z’s impact on the workforce and more. 

How do companies build resilience in this continually disruptive workforce landscape? And how do boards help shape a people-centric talent strategy. We’ll look at how different ways boards are enabling (or not) a people-centric, resilient talent strategy.

Debra Kelly-Ennis

Board Member, Altria Group and TFI International

Kelvin Westbrook

Board Member, T-Mobile, Archer Daniels Midland Company, Camden Property Trust, and The Mosaic Company

Kris Pederson

Leader, EY Americas Center for Board Matters

2:50 - 3:45 pm

The Board’s Ultimate Cautionary Tale: Lessons From Enron’s Former Finance Chief

Andy Fastow and the Enron board represent the ultimate cautionary tale for all boards. The Enron bankruptcy was the biggest in history at the time, costing thousands of jobs, while wiping out over $40 billion in shareholder value and retirement savings.  Fastow plead guilty to two counts of securities fraud and served six years in a federal prison for his role in the bankruptcy. 

His presentation will be a candid retelling of the Enron bankruptcy, an exploration of “rules” versus “principles” and unconscious biases. Fastow may have been an overly aggressive, unethical, unqualified CFO, but where was the board? A CFO can’t do financing in a major company without board approval.

Smart boards make bad decisions. Smart boards miss red flags. How? Going beyond just the retelling of the Enron scandal, the lessons from this presentation will provide a critical reflection for boards in the contemporary landscape. Learn 10 things directors can do differently than most are doing now to become more self aware, catch yourself not seeing things, and steer your company toward sustainable—and ethical—success.  

Andy Fastow

Former Chief Financial Officer, Enron

3:45 – 4:00 pm

Event Close