Boardroom SUMMIT AGENDA
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Monday, April 1
11:30 am - 4:30 pm
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Board Committee Peer Exchange
(learn more)
New Directors Workshop (learn more) |
4:30 pm - 5:30 pm
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Opening Summit Keynote:
Boardroom 2030: What It Will Take for Boards to Lead in the Next Decade
Steve Odland | Board Member, General Mills and Analogic; President & CEO, The Conference Board; Former CEO, Office Depot
As the world of corporate governance continues to evolve, we’ll consider where the pendulum will land in the next decade. What will the average board composition look like? What impact will shareholder activism, labor markets, economic cycles and disruptive technologies have on the way boards lead their organizations? As head of The Conference Board, the most widely cited source of business intelligence, a CNBC contributor, a current member of two public company boards and a former public company CEO, Steve Odland is uniquely positioned to share predictions and provocative perspectives.
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5:45 pm - 6:45 pm
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Networking Cocktail Reception
For all Boardroom Summit and Peer Exchange attendees. |
Tuesday, April 2
8:00 am - 8:45 am
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Registration and Networking Breakfast
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8:45 am - 9:00 am
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Welcome
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9:00 am - 9:50 am
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Keynote: The Next Big Investor Push
Cyrus Taraporevala | President and Chief Executive Officer State Street Global Advisors
Moderator: Julie Daum | Co-Leader, North American Board & CEO Practice, Spencer Stuart; Board Member, Seacoast Banking Corporation of Florida In 2017, State Street’s Fearless Girl shined a light on diversity. In 2018, Larry Fink warned CEOs to serve a social purpose. What message will institutional investors send in 2019? We’ll sit down with State Street Global Advisors’ new CEO to hear where investors will plant their focus with boards in the year ahead. |
9:50 am - 10:40 am
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Why Culture and Human Capital Management Could Be Your Board’s Greatest Risk—or Opportunity
John Lundgren |
Board Member, Visa and Callaway Golf; Former Chairman & CEO, Stanley Black & Decker
Additional speakers to be announced A company’s culture can make or break even the most significant strategy—producing innovation and growth on the one hand, or eroding business performance and discouraging employee engagement on the other. Organizational culture is tightly aligned with talent management, and together they can be a fundamental differentiator in driving a business’s successful competition. This session will look at how boards can better assess the health of the corporation’s culture and ensure management is forging a culture that supports the right human capital strategy to improve business performance and, in turn, shareholder value. |
10:40 am - 11:10 am
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Networking Break
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11:10 am - 12:00 pm
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Concurrent Topic Breakouts (select one)
1. Workforce of the Future—Is Your Board Prepared?
Ted Bililies, PhD. | Managing Director and Chief Talent Officer, AlixPartners
Benito Cachinero-Sánchez | Former Chief Human Resources Officer, Dupont and Automatic Data Processing
Automation and “thinking machines” are changing the skills workers need, while demographic changes promise a talent shortage, longer lifespans and other significant shifts that will affect the workplace. Is your board having the right strategic discussions to ensure organizational success? Find out the questions your board should be asking to prepare for the future. 2. A New Approach to Evaluating the Chief
Steve Madenberg | Senior Partner, Regional Leader—U.S. Eastern Region, RHR International
Charles Pizzi | Chairman, Independence Blue Cross
Deb Rubin | Senior Partner & Co-Head of Board & CEO Services, RHR International Recognizing and interpreting weak signals in the context of CEO performance is a gift for boards and their CEOs. This session will give you a bird’s-eye view of how to implement a more effective process for evaluating your CEO to identify and interpret early signals and help bring his/her best performance to the role, the organization and stakeholders. 3. Succeeding at International Growth Through Data, Big and Small
Rachel Loui | International Growth Lead, Google
For many companies in different industries, international expansion is the secret to rapid and sustainable long-term revenue growth. Learn how to leverage big data and qualitative 'small data' to create informed business strategies and connect new customers, around the world, to your company. This session will highlight how Google uses big data to identify international expansion opportunities for its largest clients. Additionally, Loui will share insights based on her past experience as a China book author, Columbia Business School guest lecturer on China, and previous role as Chief Strategy Officer for China, Taiwan, and Hong Kong to provide a 'small data' case study on winning the Chinese market. |
12:00 pm - 1:30 pm
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Lunch and Presentation of
Board Leadership Awards
Sponsored by
Galt & Company
The Board Leadership Awards will honor outstanding individuals or groups of individuals in three categories:
-Independent Board Member of the Year
-Courage in the Boardroom
-Greatest Impact in the Boardroom
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1:30 pm - 2:10 pm
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Bridging the Gap: Understanding the Role of Proxy Advisors in Today’s Governance Environment
KT Rabin | Chief Executive Officer, Glass, Lewis & Co. Gary Retelny | President & CEO, Institutional Shareholder Services Proxy advisory firms have come under fire for issues such as conflict of interest and undue influence. But how much influence do they really have? Institutional investors maintain they use the recommendations to complement, not substitute for, their own decision-making processes. We’ll bring together executives from ISS and Glass Lewis to hear their perspectives on how their firms positively impact the corporate governance environment, dispel common myths of proxy advisory firm voting and discuss the evolution of how they are engaging with both investors and issuers to impact positive change. |
2:10 pm - 3:00 pm
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Inside the Boardroom: The Realities of Shareholder Engagement
Laurie Brlas | Board Member, Albermale and Perrigo
Paul DeNicola | Principal, PwC's Governance Insights Center
Drew Hambly | Executive Director, Corporate Governance, Morgan Stanley
Moderator: Erin Dwyer | Managing Director, Stakeholder Engagement, Center for Audit Quality
Reflecting on earlier sessions in the day about investors’ hot-button issues for 2019 and how proxy advisors view their role in the governance environment, this panel will delve into the practicalities of how voting decisions are made and how the rules of engagement between issuers and institutional investors are evolving. Gain an understanding of the different ends of the spectrum—from active managers to passive—to avoid common mistakes. |
3:00 pm - 3:20 pm
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Networking Break
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3:20 pm - 4:10 pm
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Concurrent Topic Breakouts (select one)
1. The Board’s Role in Executing a Cybersecurity Strategy That Wins
Wafaa Mamilli | Chief Information Security Officer, Eli Lily
Dottie Schindlinger | VP, GRC and Technology Evangelist, Diligent
The consequences for getting cybersecurity wrong are dire. This session will help your board put cybersecurity in the greater business context to identify risks, understand the gaps and create a plan to execute a stronger cyber risk oversight strategy. Learn the key questions your board should be asking and of whom they should be asking them: the CISO, CTO, GC, to other internal stakeholders or external advisers. 2. Behind the Numbers: Connecting Strategic, Non-Financial Metrics to CEO Pay for Performance Daniel Hanrahan | Compensation Committee Chair, Cedar Fair Entertainment
Kathryn Neel | Managing Director, Semler Brossy
This session will explore how boards can adopt non-financial, strategic types of metrics in their short- and long-term incentive plans. Learn how some board shave designed their compensation plans to include metrics around business imperatives related to culture, values,customers, strategic objectives and pipeline goals, how these metrics are measured or evaluated, and how the compensation story is clearly communicated to stakeholders 3. Board Evaluations: A 360 Simulation Exercise
Erin Lantz | Board Member, TrueCar
Michael Smith | Chairman of the Board, Zebra Technologies
Moderator: Byron Loflin | Chief Executive Officer, Center for Board Excellence
This interactive breakout will involve attendees actively participating in scenario-based planning. Gain tips to help unlock the value of your board,in different situations, with a more effective approach to the assessment process that strengthens individual directors’ contributions to the board. |
4:10 pm - 4:20 pm
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Change Breakouts
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4:20 pm - 5:10 pm
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Concurrent Topic Breakouts:(select one)
1. M&A Rules of Engagement for the Board
George Casey | Partner, Shearman & Sterling
Jonathan Foster | Board Member, Lear, Masonite, Five Point and Berry Global
Robert Katz | Partner, Shearman & Sterling
Almost 90% of shareholder litigation results from public company M&A transactions. Learn best practices for managing the complexity of deals at the board level in order to stay out of the crosshairs of opportunistic plaintiffs and successfully execute a transaction that is a win-win for all parties. Gain insights to improve your due diligence efforts, including how to resolve M&A disputes and known when to walk away from a deal. 2. The Multiple Dimensions of Building a Diverse Boardroom
Lucinda Baier | President, CEO & Director, Brookdale Senior Living
Dany St. Piere |
Board Member, Boralex
There is still much progress to be made in improving the overall diversity of today’s boards. But beyond just the recruitment aspect, there are other factors for boards to address to ensure diversity has the intended positive impact, including successful onboarding and creating a board culture that supports a genuine desire to improve performance by leveraging a diversified set of perspectives at the board table. 3. The Elephant in the Room: Why Every Board Must Address Sustainability Daryl Brewster | Chief Executive Officer, CECP: The CEO Force for Good Catharine Ellingsen | EVP, Chief Legal Officer, Chief Ethics & Compliance Officer, Corporate Secretary Republic Services
Veena Ramani
| Program Director, Capital Markets Systems, Ceres
Moderator: Heather Curlee | Counsel, Wilson Sonsini Goodrich & Rosati Investors are becoming more and more vocal about climate change and other environment, social and governance disclosures. Does your board understand the materiality considerations? Which ESG matters should you convey to shareholders and how/where? This session will explore the operational and investment implications of ESG and how best to measure and evaluate sustainability in the board’s oversight role. |
5:30 pm - 6:30 pm
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Networking Reception
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Wednesday, April 3
7:00 am - 8:00 am
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Networking Breakfast
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7:00 am - 7:45 am
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Concurrent Peer Roundtables (select one) Small, focused groups will delve into specific topics for peer-driven discussions on challenges, opportunities and solutions. Space is limited and available on a first-come basis.
1. The Nuts and Bolts of Strategic Planning
2. CEO Succession: The Board's Role in Preparing the Next Leader
3. Transparency and Accountability in the Boardroom: The SEC’s New Expectations for Cyber-Related Disclosures
Catherine Ide | Managing Director of Professional Practice and Member Services, Center for Audit Quality
4. D&O Liability: How Exposed Are You?
Dennis Gustafson, CLCS | Principal, AHT Insurance
Carrie Kennedy | Vice President, Eastern Management Liability Leader, CNA
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8:00 am - 9:00 am
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Behind-the-Scenes: Keys to Effective CEO-Board Relations
Ilene Gordon | Presiding Director, International Paper Co.; Board Member, Lockheed Martin; Retired Chairman & CEO, Ingredion Inc. Ellen Kullman | Board Member, United Technologies Corp., Dell Technologies, Amgen and Goldman Sachs; Former Chairman & CEO, DuPont
The best CEO/board relationships consistently contribute to higher performance and superior results. Learn the essential elements of an effective CEO/board relationship, how to ask the right questions, maintain the right attitude and communicate and collaborate with each other more effectively. |
9:00 am - 10:40 am
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Interactive Committee Workshops
1. Audit - facilitated by PwC
Catherine Hall | Director, PwC 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 - facilitated by Meridian Compensation Partners
Chris Havey | Partner, Meridian Compensation Partners
• Outside director pay and governance developments
• Regulatory requirements and future legislative expectations
• Shareholder outreach on executive compensation: who, what and when
• Executive pay philosophy: objectives and peer groups
3. Nominating/Governance - facilitated by Spencer Stuart
Homaira Akbari | CEO, AKnowledge Partners; Board Member, Banco Santander, Landstar System and Veolia
Rachel Glaser | CFO of Etsy; Board Member, New York Times
Tara Walpert Levy | Board Member, Bloomin' Brands
Claudia Pici Morris | Consultant, Board Practice, Spencer Stuart
• Director tenure: what’s the right approach?
• Board accountability: what will the 2019 proxy season bring?
• Welcoming a new class: How do you successfully onboard a new director?
4. General Counsel - facilitated by True Office Learning
Neha Gupta | Chief Executive Officer, True Office Learning
• Changing regulatory and compliance environments
• Recent developments in Delaware corporate law
• Role of legal department in today’s crisis of trust
• Improving people and processes to unlock the value of your legal team
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10:40 am - 11:00 am
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Networking Break
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11:00 am - 12:00 pm
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Executing on Innovation and Succeeding at Digital Transformation
Moderator: Fred Crawford | Senior Vice Chair, Former CEO, AlixPartners
Alice Schroeder | Board Member, Prudential and Quorum Health
Kelvin Westbrook | Board Member, Archer Daniels Midland, Camden Property, Mosaic and T-Mobile Virtually every industry and every organization feels the effects of digital transformation, whether from its own initiatives or due to pressure from competitors. As businesses reimagine and reinvent how they operate, boards cannot be left playing catch-up. This panel will help boards take an agile approach to assessing strategic business transformation opportunities, while effectively monitoring the associated balance of risk, reward and growth. |
Note: Agenda subject to change.