Why you should attend
In the past year, new expectations were placed on boards in critical areas of governance, including corporate social responsibility, board governance, audit committee oversight of financial reporting and independent auditors, shareholder activism, and executive compensation. In addition, the Dodd-Frank Act will continue to put new requirements on companies and boards, and boards need to remain mindful of the implications of said requirements, as well as the heightened expectations of shareholders. At this renowned
Institute, leading corporate governance experts - directors, government officials, corporate counsel, and academics - will share their perspectives on the fast-changing regulatory environment, the new expectations for board oversight, and needed steps boards will want to consider.
What you will learn
- The new expectations facing boards of directors in the arena of social responsibility
- How to address particularly difficult issues, including compensation, audit committee and audit firm oversight, board governance, and shareholder activism
- The latest thinking on where boards of directors may be most vulnerable
- What’s on the government’s agenda
- Challenges for the future as financial reporting and oversight continues to evolve
- Considerations for directors arising out of the governance and executive compensation provisions of the Dodd-Frank legislation
- Board responsibilities in the annual meeting and proxy statement process
Who should attend
Corporate directors, board members, corporate and securities attorneys, corporate committee members, general counsel, CEOs, CFOs, CGOs, COOs, investment bankers, consultants, accountants and other professionals who need to know the latest developments affecting directors and corporate governance standards.
Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.
Morning Session: 9:00 a.m. - 12:45 p.m.
9:00
Keynote Address: Addressing Issues of Trust: The Board’s Role
Ira M. Millstein
9:30
Compensation Committee
- Say-on-pay - responding to last year’s vote
- Management succession - oversight, evaluation
- Clawbacks/pay-for-performance
- Role of consultants
- The perils of escalation: how high is too high?
Moderator: Charles M. Nathan
Speakers: Linda E. Rappaport, Daniel J. Ryterband, Ann L. Yerger
10:30
Networking Break
10:45
Nominating and Governance Committee
- A better board self-evaluation
- Shareholder activism
- Short slates/“vote no” campaigns
Moderator: Holly J. Gregory
Speakers: Stephen L. Brown, Martha L. Carter, William H. Gray, III
11:45
Corporate Social Responsibility
- SEC disclosure requirements
- Expanding expectations
- Political contributions - shareholder proposals
- Name and shame - the role of NGOs
- Socially responsible disclosures - building trust
Moderator: Jeffrey D. Karpf
Speakers: Meredith B. Cross, Donna C. Dabney, Charles M. Elson, Timothy Smith
12:45
Lunch
Luncheon Address: Leslie M. Turner,
The Hershey Company
Afternoon Session: 1:45 p.m. - 5:00 p.m.
1:45
Nuts and Bolts of Proxy Statement and Annual Meeting Preparation
- Private ordering/proxy access - binding and non-binding/majority voting
- Practical tips for proxy statement drafting, engaging (or not) with proxy advisory firms, and engaging with shareholders . . . Who? What? When? How?
- Supplemental soliciting material: pros and cons
- Role of the committee in shareholder communications on compensation: what works?
Moderator: Margaret M. Foran
Speakers: Francis H. Byrd, Shelley J. Dropkin, Paul F. Washington
2:45
Networking Break
3:00
Audit Committee
- SOX - ten years later
- Auditor communications and rotation
- Audit and risk management
- Audit firm networks
- Audit report modifications
Moderator: Michael R. Young
Speakers: Michele J. Hooper, Robert E. Lewis, Joseph B. Ucuzoglu, John W. White
4:00
Enforcement and Compliance
- The latest on whistleblower activity
- The U.S. FCPA and the U.K. Bribery Act
- Insider trading and compliance
- The impact of Dodd-Frank
Moderator: Michael R. Young
Speakers: Gregory S. Bruch, Robert S Khuzami, Breon S. Peace, Linda Chatman Thomsen
5:00
Adjourn
Co-Chair(s)
Ira M. Millstein ~ Senior Partner, Weil, Gotshal & Manges LLP; Co-Chair, Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School
Speaker(s)
Stephen L. Brown ~ Senior Director of Corporate Governance & Associate General Counsel, TIAA-CREF
Francis H. Byrd ~ Senior Vice President/Corporate Governance Practice Leader, Laurel Hill Advisory Group
Donna Dabney ~ Executive Director of the Governance Center, The Conference Board, Inc.
Shelley J. Dropkin ~ Managing Director, Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup Inc.
Charles M. Elson ~ Edgar S. Woolard, Jr., Chair in Corp. Governance, Dir. of the John L. Weinberg Cntr for Corp. Gov., Alfred Lerner College of Business & Economics, University of Delaware
Margaret M. Foran ~ Chief Governance Officer, VP and Corporate Secretary, Prudential Financial, Inc.
Robert S Khuzami ~ Former Director, Division of Enforcement, U.S. Securities and Exchange Commission
Timothy Smith ~ Senior Vice President, Director of ESG Shareowner Engagement, Walden Asset Management, a division of Boston Trust & Investment Management
Leslie M. Turner ~ Senior Vice-President, General Counsel and Secretary, The Hershey Company
Joseph B. Ucuzoglu ~ National Managing Partner, Regulatory and Public Policy, Deloitte LLP
Paul F. Washington ~ Senior Vice President, Deputy General Counsel & Corporate Secretary, Time Warner, Inc.
Ann L. Yerger ~ Executive Director, Council of Institutional Investors
Program Attorney(s)
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
Due to high demand and limited inventory in NYC, we recommend reserving hotel rooms as early as possible.
The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: res.ny@warwickhotels.com
PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state for details.
Please check the CLE Calculator above each product description for CLE information specific to your state.
Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
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Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.