Name: Boardroom Summit & Board Committee Peer Exchange
Start: 2018-04-23 11:00
End: 2018-04-25 12:00

SUMMIT AGENDA

Tuesday, April 24

8:00 am - 8:45 am	Registration and Networking Breakfast
8:45 am - 9:00 am	Welcome
9:00 am - 9:50 am	Board's Eye View of Strategy & Risk Pamela Craig \| Board Member, Akamai Technologies and Merck & Co. Paula Loop \| Partner, PwC's Governance Insights Center Anne Mulcahy \| Lead Director, Johnson & Johnson; Board Member, Graham Holdings and LPL Financial Holdings; Former Chair & CEO, Xerox Disruptive forces are changing the risk landscape. The now pervasiveness of risk in the workings of everyday business means that companies must have an agile approach to enterprise risk management, and in turn, boards must strategically balance risk-return trade-offs. With a limited number of board meetings, how can today’s boards best fulfill their risk oversight responsibilities? This panel will address procedures and processes that help boards work most effectively with the CEO and management team in advising, assessing, and monitoring strategy and the associated balance of risk, reward and growth.
9:50 am - 10:35 am	Keynote: What Makes Great Boards Great? Ram Charan \| World-renowned business adviser and author, Boards That Lead and Boards That Deliver Charan's keynote will provide intriguing insights into the power of strategic corporate governance, giving directors the actionable knowledge they need to be a high-performing board that adds significant value to the company. Charan has spent the past 35 years working with many of the top companies, CEOs and boards of our time. In his work with companies including GE, MeadWestvaco, Bank of America, DuPont, Novartis, EMC, 3M, Verizon, Aditya Birla Group, Tata Group, GMR, Max Group, Yildiz Holdings and Grupo RBS, he is known for cutting through the complexity of running a business in today’s fast-changing environment to uncover the core business problem. His real-world solutions, shared with millions through his books and articles in top business publications, have been praised for being practical, relevant and highly actionable.
10:35 am - 10:55 am	Networking Break
10:55 am - 11:45 am	Concurrent Breakouts (select one) (1) Executive Compensation and Incentives - How Leading Companies Pay for Performance Kathleen Camilli \| Board Member, Unifirst Corporation and AGF Management George Mackenzie \| Chairman of the Board, American Water Works; Board Member, Tractor Supply Co. and Safeguard Scientifics Inc. Kathryn Neel \|Managing Director, Semler Brossy Consulting Group This panel discussion will evaluate how boards can find the right balance of qualitative and quantitative metrics to support short- and long-term business goals. Additionally, participants will gain a better understanding of investor scrutiny around executive pay to help ensure their boards win their say-on-pay vote. (2) The Role of Board Evaluations in Building High-Performing Boards Fabiola Arredondo \| Board Member, Campbell Soup, Burberry Group, National Public Radio and World Wildlife Fund Paul Winum \| Senior Partner, Practice Leader Co-Head—Board & CEO Services, RHR International Join an interactive discussion on the most effective approaches to individual, committee and full-board evaluation. The panel and audience will share best practices for gathering constructive and actionable feedback that can help your board enhance its value proposition. Discussion topics will include managing board refreshment and the sensitive issue of retiring directors. (3) Beating the M&A Odds: The Board's Role in Improving Deal Outcomes George Casey \| Global Co-Managing Partner, Shearman & Sterling Andrew Gratz \| Associate General Counsel, Commercial & Strategic Transactions, LyondellBasell Alan Goudiss \| Partner, Shearman & Sterling Robert Katz \| Partner, Shearman & Sterling This breakout session will explore the ways in which boards can influence the success of M&A transactions. Going beyond the execution of fiduciary duties, directors today are increasingly involved in ensuring that a proposed deal aligns with company strategy, is supported by a robust due diligence process, and that post-closing integration plans are implemented effectively.
11:45 am - 12:45 pm	Lunch *Sponsored by Labrador*
12:45 pm - 1:30 pm	The Investors' Perspective - Fundamental Expectations for Today's Boards Glenn Booraem\| Principal & Head of Investment Stewardship, Vanguard Matthew DiGuiseppe \| Vice President, Head of Americas on the Asset Stewardship Team, State Street Global Advisors Yumi Narita\| Vice President of Corporate Governance and Responsible Investment, BlackRock Institutional investors are becoming more vocal in their expectations of boards in many areas including executive pay, board refreshment and diversity, climate change, and general board oversight processes. A panel of respected investors will weigh in on key criteria they use to evaluate board functioning and potential vulnerabilities. Additionally, they share recommendations for disclosure best practices, as well as how they want to engage with boards when governance gaps are apparent.
1:30 pm - 2:15 pm	The Board's Role in Talent and Culture as Strategic Drivers Fred Crawford\| Senior Vice Chair, Former CEO, AlixPartners Ann Harlan\| Lead Director, The Gorman-Rupp Company; Board Member, University Hospital Health Systems Sheila Hooda\| Board Member, Mutual of Omaha Insurance Company and Virtus Investment Partners While there is a renewed recognition of the importance of culture in driving strategy, many of today’s boards still fail to understand the true impact of how a company’s culture can make or break even the most significant strategy or the most experienced executives. Additionally, a fundamental way to differentiate culture is human capital management, and boards must embrace a talent agenda to help their companies succeed in the workplace of the future. This panel will detail why and how, at a strategic level, a board needs to focus on setting and monitoring the company’s culture, in terms of values and behaviors, and hold management accountable for talent retention to deliver innovation, growth, market leadership, and customer satisfaction.
2:15 pm - 2:30 pm	Networking Break
2:30 pm - 3:10 pm	Peer Collaboration Attendees will divide into small groups for interactive discussions on relevant issues related to: CEO Pay Ratio Co-existing with ISS and Glass Lewis Tax Reform
3:10 pm - 4:00 pm	Concurrent Breakouts (select one) (1) Understanding the Impact of Digital Disruption and Major Technology Shifts Alex Schmelkin\| Board Member, Essendant; Chief Executive Officer, Cake & Arrow Denise Warren \| Board Member, Electronic Arts; Former President of Digital & CEO of East Coast Publishing, Tribune Publishing Virtually every industry and every organization feels the effects of digital transformation, whether from its own initiative or due to pressure from competitors. As advanced technologies continue to reimagine and reinvent how businesses operate, boards cannot be left playing catch-up. This panel will help boards understand how their companies can realize value from new technologies and digital opportunities to innovate and serve customers. (2) The Next-Generation Boardroom – Recruiting the Directors of the Future Mary Kay Haben\| Board Member, The Hershey Company and Equity Residential Priya Huskins \| Board Member, Realty Income Corporation Greg Sedlock \| Leader, Technology, Media & Telecommunications Practice, Spencer Stuart Moderator: TK Kerstetter \| Editor-at-Large, Corporate Board Member; Host, Inside America's Boardrooms As investors apply pressure for boards to be more diverse and companies realize the value of younger directors as digital strategies and cyber risk challenge many boardrooms, the question becomes how do you find millennials with enough leadership and operating experience to warrant a seat on your board? This session will discuss director skills of the future, recruitment and how to onboard new board members. (3) The Gold Standard for CEO Succession Michael Berthelot \| Board Member, Fresh Del Monte Produce Company Sara Hays\| Board Member, Apogee Enterprises, Inc. Margaret Whelan \| Board Member, TopBuild Moderator: Ted Bililies, PhD.\| Managing Director and Chief Talent Officer, AlixPartners One of the most critical roles of the board is making sure the right CEO is in place. With average CEO tenure decreasing, the ability to implement a successful CEO transition–either planned or unplanned – requires thoughtful execution. This interactive panel discussion will share the keys to success.
4:00 pm - 5:00 pm	Concurrent Breakouts (select one) (1) Cyber Security: It’s Not If But When … Is Your Board Prepared? Mary Landry \| Director, USAA; Rear Admiral, US Coast Guard (Ret.) Dottie Schindlinger\| VP & Governance Technology Evangelist, Diligent Business disruption, loss of information, system downtime, not to mention reputational damage. With a “when, not if” mentality, management and boards need to be proactive in their approach to mitigating cyber breaches. This session will help directors understand the key questions they should be asking their management team and consultants to ensure there is a sophisticated incident response plan in place. (2) Why Investors Care About ESG ... And How Boards Should Respond Cynthia Hostetler\| Board Member, Vulcan Materials Company & Genesee Wyoming; Trustee, Invesco Funds Courteney Keatinge \| Director of Environmental, Social and Governance Research, Glass, Lewis & Co. Granville Martin \| SVP & General Counsel, Society for Corporate Governance Sustainability is taking root as a risk and opportunity, and there has been a considerable increase in shareholder proposals related to environmental issues. This breakout will delve into the characteristics and practices of a sustainability-competent board and share tips on the key questions boards should be asking management about their corporate social responsibility plan to demonstrate their oversight to shareholders. (3) Ask the Experts: What Every Board Member Needs to Know Rob Kornegay \| Partner, Wilson Sonsini Goodrich & Rosati Moderator: TK Kerstetter \| Editor-at-Large, Corporate Board Member; Host, Inside America's Boardrooms Every board member or corporate secretary has questions that they hope to get answers to when they attend an educational summit. In this interactive breakout, a panel of seasoned experts will tackle the tough audience questions in a no-holds-barred legal and governance Q&A.
5:00 pm - 6:30 pm	Cocktail Reception *Sponsored by AlixPartners*

Wednesday, April 25

7:00 am - 8:00 am	Breakfast & Networking
7:00 am - 7:45 am	Industry Peer Roundtables Small, focused groups will delve into specific challenges and opportunities facing their industry. Select from financial services, manufacturing, technology and healthcare/ pharma. Space is limited and available on a first-come basis with registration. (1) Manufacturing (2) Financial Services (3) Healthcare (4) Technology
8:00 am - 8:10 am	Welcome
8:10 am - 9:00 am	Fireside Chat: Shareholder Activism in 2018 Aeisha Mastagni\| Portfolio Manager, Corporate Governance, CalSTRS Peter May\| President & Founding Member, Trian Fund Management; Vice-Chairman, The Wendy's Company; Board Member, Mondelēz International, Inc. Aeisha Mastagni with CalSTRS will interview Trian’s president and founding partner Peter May for an insider’s view of an activist’s playbook, how activists engage with boards to impact positive change, and the growing influence of index funds supporting activists’ efforts.
9:00 am - 9:50 am	Commitment, Communication and Collaboration: Ensuring an Effective CEO-Board Relationship Fred Hassan\| Board Member, Time Warner, Amgen and Intrexon; Former Chairman, Bausch & Lomb and Schering-Plough Corp. Brent Saunders\| Chairman, President & CEO, Allergan; Board Member, Cisco Systems and RWJBarnabas Health The best CEO-board relationships consistently contribute to higher performance and superior results. This panel will dive into the essential elements of an effective CEO-board relationship to help CEOs and directors assess and improve their current performance in delivering against their responsibilities to ask the right questions, maintain the right attitude, and communicate and collaborate with each other more effectively.
9:50 am - 10:10 am	Networking Break
10:10 am - 12:00 pm	Committee Workshops (select one) Attendees will divide into committee-specific groups for an interactive, roll-up-your-sleeves deep dive into the core issues and responsibilities facing each board committee. (1) Audit Committee Presented by PwC Barbara Berlin \| Director, PwC's Governance Insights Center Paul DeNicola \| Managing Director, PwC's Governance Insights Center • Hot topics and latest trends impacting audit committees • Keeping up with rulemaking: What’s new on the agendas at the SEC, FASB and PCAOB? • Committee effectiveness: How do audit committees best address everything on their plate? (2) Compensation Committee Presented by Meridian Compensation Partners Jared Berman \| Partner, Meridian Compensation Partners LLC Charles Grace \| Lead Consultant, Meridian Compensation Partners LLC Patrick Powers \| Lead Consultant, Meridian Compensation Partners LLC • Outside director pay and governance developments • Regulatory requirements: tax reform implications, Dodd-Frank remainders and future legislative expectations • Shareholder outreach on executive compensation: who, what and when • Executive pay philosophy: objectives and peer groups (3) Nominating/Governance Committee Presented by Spencer Stuart George Anderson \| Leader, Board Effectiveness Services, Spencer Stuart Rhonda Brauer \| Director of Corporate Engagement, New York City Office of the Comptroller • Director tenure: What’s the right approach? • Board Accountability 2.0: What will proxy access bring in 2018? • Board assessments: How do you remove a poor director? • Welcoming a new class: How do you successfully onboard a new director?
12:00 pm	Event Concludes

Note: Agenda subject to change.

2019 Registration