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Board Leadership Forum, New York – Agenda


Tuesday, September 12, 2017

8:00 am – 8:30 am

Breakfast and Registration


8:30 am – 8:45 am

Welcome

  • David Chun, Chief Executive Officer, Equilar, Inc.
  • David Wicks, Vice President, Global Corporate Client Group, Nasdaq


8:45 am – 9:35 am

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

  • Michael Garland, Assistant Comptroller – Corporate Governance and Responsible Investment, Office of New York City Comptroller
  • Drew Hambly, Executive Director, Corporate Governance, Morgan Stanley Investment Management, Global Equity Group
  • Sonia Lurie, Proxy Voting Officer and Investment Operations Specialist, Dodge & Cox
  • Moderator: Erin Dwyer, Senior Director of Stakeholder Engagement, 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 and climate competencies to eliminate vulnerabilities and enhance the board’s value to shareholders.


9:35 am – 10:35 am

Board Diversity and Leadership: Lessons Learned From the NFL’s Rooney Rule

  • Robert Gulliver, Chief Human Resources Officer, National Football League
  • Jim Rooney, Founder, FirstLink Research Analytics
  • Paul Tagliabue, Former Commissioner, National Football League (1989 – 2006)
  • Capricia Penavic Marshall, Ambassador-in-residence, Adrienne Arsht Latin America Center, Former Chief of Protocol of the United States (2009-2013)

This insightful panel discussion will share valuable takeaways from the NFL’s efforts to increase diversity at top coaching and operational positions. Don’t miss relevant lessons boards can learn to improve their director recruitment efforts, create more productive meetings and ensure well-functioning, results-driven boards.


10:35 – 10:55 AM

Networking Break


10:55 am – 11:40 am

Activism and Shareholder Value: Key Considerations for Boards

  • Jeremy Jacobs, Managing Director, Abernathy MacGregor
  • Hon. Michael Montelongo, Board Member, Herbalife Ltd.
  • Tonia Pankopf, Board Member, Landec and TICC Capital Corp.
  • Moderator: Leah Malone, Director, PwC’s Governance Insights Center

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 proactive measures boards can put in place to minimize becoming a target, including capital allocation priorities, governance decisions and other strategic communication initiatives, as well as shed light on what it’s like to engage with activists on the board.


11:45 – 1:00 PM

Lunch and Keynote:

  • Luis Aguilar, Former Commissioner, U.S. Securities and Exchange Commission (2008-2015); Board Member, Donnelley Financial Solutions
  • Interviewed by: TK Kerstetter, Host, Inside America's Boardrooms


1:00 – 1:50 PM

Board Evaluations: Keeping the Board Cutting-Edge

  • Barbara Berlin, Director, PwC’s Governance Insights Center
  • Linda Hall, Board Member, IRET and Amedisys
  • Lopa P. Zielinski, Esq., SVP, Deputy Corporate Secretary North America, HSBC
  • Moderator: Steven Borden, Founder &President, Borden Media Consulting

As investors continue to emphasize the need for board refreshment, boards must develop a more strategic approach to board succession planning – starting with the board evaluation process. This panel will share perspectives on how boards can best use individual, committee and board evaluations 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.


1:50 – 2:35 PM

Framing the Conversation: Risk and Strategy in the Boardroom

  • Maureen Brundage, Former EVP, General Counsel, Corporate Secretary & Chief Ethics Officer, The Chubb Corporation (2005-2016)
  • James Lam, Risk Committee Chair, E*TRADE Financial Corp.
  • Doreen Lilienfeld, Partner, Shearman & Sterling
  • Moderator: Sean Coady, SVP & Partner, Woodruff-Sawyer & Co.

To remain competitive in today’s fast-paced landscape, boards must regularly discuss how to balance strategy with risk. This panel will share tips on how directors can ensure they are fulfilling their risk oversight responsibilities as they weigh strategic growth options and impact change beyond the boardroom walls.


2:35 – 2:55 PM

Networking Break


2:55 – 3:25 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. Learn how to improve your director recruitment processes with search firms, peer networks and other tactics.


3:25 – 4:05 PM

Director Pay: Balancing Ownership and Incentives With Objectivity

  • Melissa Burek, Partner, Compensation Advisory Partners
  • Eugenia Ulasewicz, Board Member, Bunzl plc, Signet Jewelers and Vince Holding Corp.
  • Martha Steinman, Partner, Hogan & Lovells US LLP

Over the past few years, director compensation has shifted and now includes a heavier mix of equity in the past. Even 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.


4:05 – 5:00 PM

Maximizing Shareholder Support: The Keys to Effective Engagement

  • Glenn Booraem, Investment Stewardship Officer, Vanguard
  • Arden Phillips, Corporate Secretary & Associate General Counsel, United States Steel Corp.
  • Bob Romanchek, Partner, Meridian Compensation Partners
  • Moderator, Ron Schneider, Director, Governance Services, Donnelly Financial Solutions

This panel will share key take-aways from the 2017 proxy season and provide valuable tips on how to most effectively engage investors on key issues outside proxy season, as well as how to respond to any negative feedback received as you prepare for 2018.


5:00 – 6:00 PM

Networking Reception


Registration Full


Please contact events@equilar.com to be added to the waitlist.





Sponsors

Hosts


equilar

nasdaq


Platinum


pwc


Gold


borden


caq


Silver


abmac

cap

donnelly

hogan

meridian

shearman meridian