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2017 Board Leadership Forum - Agenda

February 2, 2017

8:00 – 8:45 AM

Breakfast and Registration

8:45 – 9:00 AM


9:00 – 9:50 AM

Boards that Lead: What Do Investors Want to See from Directors?

  • David Larcker, Professor & Faculty Director, Corporate Governance Research Initiative, Stanford Graduate School of Business
  • Damon Oshita, Senior Analyst, Governance & Proxy, The Capital Group
  • Anne Sheehan, Director of Corporate Governance, CalSTRS
  • Moderator: Cindy Fornelli, Executive Director, The Center for Audit Quality

This session will shed light on key factors investors consider in voting decisions, including perceived director independence, levels of expertise, shareholder responsiveness and over-boarding concerns. Panelists will also weigh in on why boards must address deficits in board composition to eliminate vulnerabilities and enhance the board’s value to shareholders.

9:50 – 10:35 AM

Framing the Conversation: Innovation and Strategy as Part of a Board’s DNA

  • Steven Borden, Founder & President, Borden Media Consulting
  • Cindy Padnos, Founder, Illuminate Ventures
  • Michael Smith, Chairman of the Board, Zebra Technologies
  • Moderator: Matthew Healy, Vice President & Head of Governance, Nasdaq

To remain competitive in today’s fast-paced landscape, boards must integrate innovation and strategy as a regular topic of discussion. This panel will share tips on how to establish a board culture that is conducive to creating more strategic conversations around innovation, how to drive more effective conversations and how to expand the focus on innovation beyond the boardroom walls.

10:35 – 10:55 AM

Networking Break

10:55 – 11:45 AM

Activism, Innovation and Shareholder Value: Key Considerations for Boards

  • Curtis Crawford, Board Member, Chemours, ON Semiconductor and Xylem; Former Board Member, DuPont
  • Mick Mcguire, Founder & Managing Partner, Marcato Capital Management
  • Derek Zaba, Partner and Co-Head of Contested Situations, CamberView Partners
  • Moderator: Chris Clark, Publisher & Director of Partner Relations, National Association of Corporate Directors

The quickening pace of activist settlements shows how dissident shareholders are reshaping the way chief executives manage their businesses and their boardrooms. This panel will evaluate protective measures boards can put in place to minimize becoming a target, including capital allocation priorities, governance decisions and other strategic initiatives.

11:45 – 1:00 PM

Lunch and Keynote

Michelle Lee, Undersecretary of Commerce for Intellectual Property and Director, U.S. Patent and Trademark Office

1:00 – 1:45 PM

Board Evaluations and Succession Planning: Keeping the Board Cutting-Edge

  • Kathleen Camilli, Board Member, Unifirst Corp. and AGF Management Ltd.
  • Evelyn Dilsaver, Board Member, Aeropostale Inc., HealthEquity and Tempur Sealy International
  • Elisse Walter, Board Member, Occidental Petroleum Corporation, the Sustainability Accounting Standards Board, the National Women’s Law Center, FINRA and the FINRA Investor Education Foundation
  • Moderator: Paula Loop, Leader, PwC’s Governance Insights Center

As investors continue to emphasize the need for board refreshment, boards must develop a more strategic approach to board succession planning. This panel will share perspectives on how boards can best use the evaluation process to identify gaps, strengthen individual directors’ contributions to the board and address any shareholder concerns around board composition to ensure the right board team is in place.

1:45 – 2:10 PM

Table Talk: Peer Insights on Director Recruitment

Attendees will divide into small peer groups to discuss their processes for recruiting the right talent for current and future situations, including a discussion on diversity of talent, capability, experience, gender and race. Participants will learn how to improve their director recruitment processes with search firms, peer networks and other tactics.

2:10 – 2:25 PM

Networking Break

2:25 – 3:10 PM

Acquiring Innovation: The Board’s Role in M&A

  • Nora Denzel, Board Member, Outerwall, AMD, Ericsson
  • Steven Davidoff Solomon, NY Times Deal Professor; Professor of Law, University of California, Berkeley
  • Mark Hawkins, EVP & Chief Financial Officer, Salesforce
  • William Thiessen, Managing Director, J.P. Morgan Securities LLC

Innovation is an important motive for M&A, particularly for technology companies. This panel will explore the unique challenges of innovation-focused deals and share tips that other industries can learn from the tech sector to improve their deal execution and value capture.

3:10 – 3:40 PM

Director Pay: Balancing Ownership with Objectivity

  • Elizabeth Fetter, Board Member, and McGrath Rentcorp
  • Anne Simpson, Investment Director & Head of Corporate Governance, CalPERS
  • Jan Koors, Managing Director, Pearl Meyer

Over the past few years, director compensation has shifted and now includes a heavier mix of equity than in the past. Regardless if director equity vests on a time-based schedule and is not directly based on performance, ultimately board members’ compensation and personal worth will be tied to stock price performance over time. With recent director compensation-related litigation, this panel will look at considerations boards should take into account when setting their own pay.

3:40 – 4:25 PM

Maximizing Shareholder Support: The Keys to Effective Engagement

  • Lydia Beebe, Board Member, Aemetis, Inc.; Former Chief Governance Officer, Chevron Corp.; Senior of Counsel, Wilson, Sonsini, Goodrich & Rosati
  • Catherine Bromilow, Partner, PwC’s Governance Insights Center
  • James Cowie, SVP & General Counsel, Cadence Design Systems
  • Kern McPherson, Senior Director of North American Research, Glass, Lewis & Co.
  • Moderator: Ron Schneider, Director, Governance Services, Donnelley Financial Solutions

As companies finalize their preparations for the 2017 proxy season, this panel will share valuable tips on how to most effectively engage investors on key issues, how to respond to negative feedback and how to proactively engage shareholders on short- versus long-term strategic objectives.

4:25 – 4:30 PM

Closing Comments

4:30 – 5:30 PM

Networking Reception









borden media