Governance It s Role in Building Company Resilience Capacity. Executive Dialogue Series I: Resilience Management. Organized by Skytop Strategies

Transcription

1 Governance It s Role in Building Company Resilience Capacity Executive Dialogue Series I: Resilience Management Organized by Skytop Strategies January 26, 2016 Cleary Gottlieb Steen & Hamilton 1 Liberty Street New York, NY Host Sponsor Program Sponsor Strategic Partner Strategic Partner Strategic Partner Strategic Partner Media Partner

2 Governance It s Role in Building Company Resilience Capacity Executive Dialogue Series I: Resilience Management Organized by Skytop Strategies January 26, 2016 Cleary Gottlieb Steen & Hamilton 1 Liberty Street New York, NY Agenda 8:30-9:00 AM Arrival & Continental Breakfast 9:00-9:15 Welcome & Opening Remarks Hank Boerner, Chairman, Governance & Accountability Institute, Inc. Louis Coppola, Executive Vice President & Partner, Governance & Accountability Institute, Inc. 9:15-9:55 The Human Factor in the Post-Crisis Landscape: Case Story Presenter: Jeffrey Chertoff, Former Chief Financial Officer, Cantor Fitzgerald

3 9:55-10:35 How Boards of Directors Make the Difference in Creating Effective Company Resilience Shelley Dropkin, Deputy Corporate Secretary & General Counsel, Corporate Governance, Citigroup Arthur H. Kohn, Partner, Cleary Gottlieb Steen & Hamilton LLP 1. How do you define resilience? 2. What simple things can boards do to empower management in disruptive situations that create a sense of order? 3. What are examples of stress shocks caused by a disruptive even? a. In these situations, what were some examples of best and worst reactions from boards and management? 4. How much of a factor is strength of "board personality" versus effective structure and planning designed to provide resilience capacity? 5. What are the key factors in developing a collaborative, communicative board? 6. How can boards be adequately empowered to engage in the creation of the checks and balances that are required to ensure that material risks are managed effectively? 10:35-10:50 Refreshment Break 10:50-11:30 Recruiting Expertise: Is There a Talent Gap on Boards? Tom Furlong, Managing Director, Energy Practice, The Harvard Group International Gregory E. Lau, Managing Director, Head of the Board Advisory Practice, RSR Partners 1. To what extent has resilience (cyber threats, regional political uncertainty, terrorism, technologies, or unsuspected new competitors) caused a general skill set gap on boards? 2. In your opinion, what are the most prevalent "general skill set" gaps in boards today? a. "Soft skill set" gaps? 3. What key points can boards consider that would immediately improve their sophistication in attracting/selecting new members? 4. What critical skills are not being included or considered in overview/assessment in board recruitment? 5. What steps are used to improve the knowledge base of the board?

4 11:30-12:10 Why Boards Are Avoiding the Subject of Disruptive Threats Veena Ramani, Senior Director, Corporate Program, Ceres 1. What is the responsibility of the board to address the rapidly changing nature of disruptive threats and their negative impact on business continuity - and how does this work in practice? 2. Are boards addressing disruptive threats in a robust enough manner? If not, what is the disconnect? 3. What is the role of the board vis a vis management to address disruptive threats? Where is the governance line, and what does effective oversight look like? 4. How can we develop informed board oversight of some of these issues? 5. What are some examples of costs and benefits of boards avoiding or planning properly to mitigate the cost of disruptive events to brand and shareholder value? 12:10-12:50 Shortcomings of Cyber Breach Response: Board Failures Jared L. Landaw, Chief Operating Officer, Barington Capital Group, L.P. Matt Kelly, Editor & Chief Executive Officer, RadicalCompliance.com 1. What are the typical shortcomings of cyber breach response and how do they mirror other failures of boards? 2. To what extent should boards address breach response in governance and risk-related planning? 3. Let's discuss typical board missteps. How do they effect reputation and shareholder value? 4. Is complexity of cyber and related technology a cause for board disconnect? 5. Are there examples of effective leadership from boards on how to manage disruptions?

5 12:50 1:20 What the Data Reveals: The Effect of Shareholder Actions on Company Resilience Ric Marshall, Executive Director, ESG Research, MSCI 1. Do you agree that companies with strong corporate governance practices are more likely to avoid problems to begin with, but then also more likely to show greater resilience in responding to and recovering from any difficult situations that do arise? 2. What are the most important governance practices or standards in this context? a. For example, how important is board independence from management? b. How is the relationship between the board and senior management likely to be impacted during times of crisis, particularly if the CEO is personally involved? 3. Should more boards be focusing on developing their risk oversight skills, and perhaps establishing a standing risk oversight committee? 4. Both the SEC and DOJ have signaled an increased focus on prosecuting individuals as well as companies. a. What impact is this likely to have on company policies and crisis contingency plans? b. Is this an issue that boards and directors should also be thinking more about going forward? 1:20-2:05 Networking Luncheon 2:05-2:45 The Evolving Role of Risk Management: What Should Boards Want Included in their ERM Plan? Brian Barnier, Principal & Member, ValueBridge Advisors 1. How would you allocate responsibilities for various aspects of risk management with limited resources? 2. To what extent is use of risk matrices a viable strategy in terms of strengthening company resilience? 3. What role can an effective ERM plan have in addressing the "unknown unknown"? 4. What advantages do SME's have in relation to larger organizations in regards to effective risk development at the board level? Disadvantages? 5. What aspects of cyber risks can be effectively addressed through ERM plans? 2:45-3:25 Corporate Governance: Does Good ESG Enhance Company Resilience? Session Leader: Christianna Wood, Chairman of the Board, Global Reporting Initiative 3:25-3:40 Refreshment Break

6 3:40-4:20 Protecting Reputation: Good Governance Practices in Special Situations Stephen Brown, CEO & President, The Edgerton Group and Special Advisor, Skytop Strategies Ariel Meyerstein, PhD, Vice President, Labor Affairs, Corporate Responsibility & Corporate Governance, United States Council for International Business 1. What are some examples of special situations that can be damaging for the board and how can you prepare for them? 2. In the presence of a special situation, what factors lead to company resilience and what factors lead to failure? 3. Whose responsibility is it to think about resilience when there are instances of the board being removed? 4. Why is succession planning so important in organizational good governance? 5. What happens when the planning is not carried out, and an integral person to the operation is no longer there? 4:20-5:00 Managing Regulators: How to Minimize Damage and Demonstrate Responsiveness Chief, Governance & Social Sustainability, and General Counsel, UN Global Compact 1. The session description minimizing damage - hints at some of the challenges that arise when a regulatory body is conducting an investigation of a company. a. Drawing on your own experiences with regulators, what are the risks and the pitfalls to be avoided? 2. We ve been talking about what can go wrong and how a difficult situation can get quickly worse. a. What can we do to effectively engage with regulators and manage these risks? 3. Let s talk about prevention. What can we do to keep the regulators off our case and to be ahead of the curve? What is our apple a day that can keep the doctor away? 5:00-5:10 Closing Remarks Hank Boerner, Chairman, Governance & Accountability Institute, Inc. Louis Coppola, Executive Vice President & Partner, Governance & Accountability Institute, Inc. 5:10-5:40 Networking Reception