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Chairman & Lead Director Peer Exchange - Agenda


Monday, November 13, 2017

1:00 p.m. – 1:30 p.m.

Registration


1:30 p.m. – 1:35 p.m.

Welcome


1:35 p.m. – 2:05 p.m.

The Influence of Index Funds: Changing the Game of Governance?

  • Philip Larrieu, Associate Portfolio Manager, CalSTRS
  • Ted White, Co-founder & Managing Director, Legion Partners Asset Management
  • Moderator: Ron Schneider, Director, Governance Services, Donnelley Financial Solutions

Over 30% of U.S. stock assets under management are now held in index mutual funds or exchange-traded funds that are based on indexes. Institutional investors are becoming more vocal in their expectations of boards in many areas including executive pay, board diversity and climate change, as well as general board oversight processes. Additionally, with passive investing on the rise more activists are seeking partnerships with index funds when they campaign for changes at public companies. This panel will explore what this changing environment means for public company boards and how boards should be responding.


2:05 p.m. – 2:35 p.m.

Peer Discussions on Board Processes

Attendees will be divided into small groups for an interactive discussion on board processes related to:

  • Board and Management Communications
    • Pre-meeting information and discussions with division heads
  • Shareholder Engagement – The Role of the non-executive chairman and lead director
  • Driving Board Consensus in Meetings With Divergent Views


2:35 p.m. – 2:50 p.m.

Networking Break


2:50 p.m. – 4:00 p.m.

Aligning Board Composition With Long-Term Strategy

  • Facilitated by Paula Loop, Leader, PwC’s Governance Insights Center

This exercise will include short videos with real-world examples, presentation and peer group discussions to explore how boards should evaluate the impact that evolving strategies -- such as entering new markets, creating new business lines or the effect of new technologies -- have on the skill sets needed among board members.

Participants will gain insights to help improve their board succession processes including recruiting new directors to mitigate investors’ concerns around board composition.


4:00 p.m. – 4:20 p.m.

Hot-Button Issues in Director Compensation

  • Dan Laddin, Partner, Compensation Advisory Partners
  • Joseph Yaffe, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

This presentation will provide an overview of director pay trends, particularly with respect to non-executive chairmen and lead directors, as well as considerations for setting meaningful pay limits and stock ownership requirements that meet investors’ approval while balancing board members’ independence with their “skin in the game.”


4:20 p.m. – 4:40 p.m.

What Boards Need to Know About Regulatory Reform in 2018

  • Ken King, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

This session will provide updates on how the Trump Administration’s regulatory policies and tax reform plans are shaking out for 2018 and the potential impact of changes on domestic and multinational businesses, including opportunities and risks.


4:40 p.m. – 5:15 p.m.

Peer Discussions and Take-Aways

This closing exercise will provide participants the opportunity to meet in small groups to share their most valuable lessons from the trenches with one another. Everyone will leave with invaluable advice to make them better leaders in their respective boardrooms.


5:15 p.m. – 6:00 p.m.

Networking Reception


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Chairman & Lead Director Peer Exchange


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