Compensation Committees 2010: Performing in the Spotlight

Overview

Why You Should Attend

The recent global economic crisis has underscored the critical role of the board compensation committee in today’s highly dynamic and volatile business environment.   Legislative and regulatory reforms proposed in response to the public outcry over several well-publicized examples of excessive executive compensation will confer greater independence and responsibility on compensation committees; completing a trend that began with the Sarbanes-Oxley Act of 2002 to empower compensation committees to take a more proactive and vigilant role in developing and overseeing executive compensation programs; and, coupled with the enactment of “Say on Pay,” to hold them accountable for their decisions.

With greater authority, however, comes greater responsibility - and greater scrutiny.  Executive compensation strategies are more sophisticated - and complex - than ever; subjecting companies to a bewildering array of requirements and restrictions.  Institutional shareholders, union pension funds, and other activist investors are taking a more aggressive stance on compensation and other corporate governance-related issues; emphasizing the importance of effective shareholder engagement.  The rules governing director elections are in transition; raising the stakes for committee members - and all directors.  Ultimately, the greater level of transparency surrounding the compensation-setting process - as well as the risk profile of an executive compensation program - compel directors, company management, and their legal counsel to be proactive in identifying and addressing potential issues. 

This program will update you on the current state of the compensation committee, its challenges, and its opportunities.  Particularly timely will be an examination of how management, legal counsel, and compensation consultants can - and should - interact and work with the committee to maximize its effectiveness and get the most out of its collective expertise and experience.

What You Will Learn

• The compensation committee in 2010
• Incentive compensation: developing a long-term focus that serves your business objectives
• Using equity compensation: strategies and issues
• Competitive positioning: using surveys, selecting a peer group, and getting the most from competitive data
• “Say on Pay”: a game-changer or a distraction?
• Incentive compensation and risk: a practical approach to the risk assessment
• Disclosure issues: working with management to develop a meaningful Compensation Discussion and Analysis
• Shareholder engagement - listening to investors and dealing with proxy advisory firms
• Selecting and working with an executive compensation consultant and other committee advisors, including legal counsel
• Information flow issues - what information does the committee need and when?
• Setting the committee calendar, and getting the most from committee meetings
• Working with the audit and other board committees, as well as the full board of directors
• Liability considerations in the aftermath of Disney and Oracle

Who Should Attend

This program is a must-attend event for compensation committee members, other director, corporate executives, and anyone responsible for working with or supporting the board compensation committee, including inside and outside legal counsel, accountants, compliance officers, human resources professionals, compensation consultants, and other professionals who are involved in executive compensation matters.

Special Features

Live Webcast - Simultaneous live webcast of the New Yorksession is available for individual viewing. Webcast participants will receive streaming audio and/or video of the program, view and print the Course Handbook, and have the ability to submit questions electronically.

For more information click on the Live Webcast link in the Related Items box.

Special Bonus to all Registrants

All attendees receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment this program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: Webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Schedule

Morning Session:  9:00 a.m. - 12:30 p.m.

9:00  Opening Remarks and Introduction

9:15  Looking Back: The 2010 Proxy Season

• Setting compensation in an uncertain environment
• Using external advisors - is independence really an issue?
• Assessing risk - a valuable new tool or a meaningless exercise?
• Annual meeting results - proxy advisors, shareholder proposals; director elections and what it all means
• Shareholder engagement - the new reality

Speakers: 

Patrick McGurn, Ronald O. Mueller, Rose Marie Orens, Rachel L. Posner

10:15  The Legislative and Regulatory Landscape

• “Say on Pay” – how it will play out
• Congress and corporate governance – where it’s at and where it’s going
• Living in the shadow of TARP – what it means for corporate governance reform
• The SEC Staff’s assessment of 2010 disclosures
• The prospects for further reform

Speakers:

Thomas J. Kim, Stewart Reifler

11:15  Break

11:30  Liability and the Compensation Committee

• Serving on the compensation committee in 2010 - business judgment, good faith and you
• The enduring significance of Disney and Oracle
• Other recent court decisions affecting the compensation committee
• The importance of process - current techniques and trends
• Building a solid defense: using compensation-setting tools

Speakers:

Justice Jack B. Jacobs, Max J. Schwartz, Gregory V. Varallo    
 
12:30  Lunch

Afternoon Session:  1:45 p.m. - 5:00 p.m.

1:45  Serving on Today’s Compensation Committee

• Paying for performance: getting incentive pay right
• Benchmarking and using market data - avoiding the pitfalls
• Working with the CEO - walking the tightrope
• Negotiating in-service and post-employment arrangements: when are employment agreements and severance agreements necessary?
• Assessing risk - a practical approach

Speakers:

Margaret M. Foran, Blair Jones, Karl J. Krapek, Susan P. Serota

3:15  Break

3:30  Maximizing Your Compensation Committee’s Effectiveness

• Working with the inside - establishing a productive relationship with your human resources function
• Working with the outside - getting the most from your compensation consultant and other external advisors
• Working with your peers - the Board of Directors, the Lead Director, and other Board committees
• Getting the most from your committee
  -Setting the agenda and annual calendar
  -Developing guiding principles
  -Constructing a defensible peer group
  -Managing the information flow
  -Conducting committee meetings

Speakers:

Jannice L. Koors, Karl J. Krapek, Coleman Peterson, Susan P. Serota  

4:30  Looking Forward: 2011 and Beyond

• The future of corporate governance reform
• Challenges for the compensation committee

Speakers:

Mark Borges, Amy Goodman

5:00  Adjourn

Faculty

Co-Chair(s)

Mark A. Borges, Principal, Compensia, Inc.
Amy L. Goodman, Gibson, Dunn & Crutcher LLP

Speaker(s)

Margaret M. Foran, Chief Governance Officer, VP and Corporate Secretary, Prudential
Hon. Jack B. Jacobs, Justice, Delaware Supreme Court
Blair Jones, Managing Principal, Semler Brossy Consulting Group, LLC
Thomas J. Kim, Associate Director and Chief Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission
Jannice L. Koors, Managing Director and Office Director, Pearl Meyer & Partners
Karl J. Krapek, Retired President and COO, United Technologies Corporation
Patrick S. McGurn, Special Counsel, ISS
Ronald O. Mueller, Partner, Gibson, Dunn & Crutcher LLP
Rose Marie Orens, Senior Partner, Compensation Advisory Partners LLC
Coleman Peterson, President/CEO, Hollis Enterprises, LLC
Rachel L. Posner, Senior Managing Director and General Counsel, Georgeson Inc.
Stewart Reifler, Vedder Price P.C.
Max J. Schwartz, Sullivan & Cromwell LLP
Susan P. Serota, Pillsbury Winthrop Shaw Pittman LLP
Gregory V. Varallo, Richards, Layton & Finger, PA

Program Attorney(s)

Laura R. Shields, Assistant Director, Programs, Practising Law Institute

CLE Credit

Travel Information

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

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.