Agenda December 11-12, 2014 Ritz-Carlton Hotel Fort Lauderdale, FL

Transcription

1 Agenda December 11-12, 2014 Ritz-Carlton Hotel Fort Lauderdale, FL Attendance at the entire course is mandatory for those who wish to become 2014 NACD Board Leadership Fellow candidates. 7:00 a.m. 8:00 a.m. Grand Ballroom Foyer 8:00 a.m. 8:15 a.m. The role of the director is more complex and demanding than ever before. Outside pressures in the form of emerging technology, globalization, data security, increased transparency, and regulation create a more dynamic risk matrix that demands more from the board. The 2014 Master Class series is designed to foster dynamic and robust dialogue around the five key areas that are the hallmarks of a high-performance board: Composition, Leadership, Information, Performance, and Culture. During this two-day course, seasoned directors lead a candid, peer-to-peer exploration and discussion of how these five factors work in concert to create an effective board. We will then use this framework as a lens for both improving committee performance and exploring the board s role in addressing critical emerging issues from crisis and cyber risk to strategic decisions around mergers and acquisitions. 8:15 a.m. 9:30 a.m. Exclusively for our Master Class attendees, we will screen A Price Worth Paying? This new dramatic film follows a board of directors through a series of governance crises. The movie tackles the complex issues of executive compensation, risk evaluation of acquisitions in emerging markets, scope of responsibilities of the audit committee, and responding to whistleblower allegations. These scenarios are designed to set the stage for the issues we will discuss over the next two days of Master Class. D Anne Hurd Director, Peckham Industries Inc., Monzite Corp.; Former Lead Independent Director, Micronetics, Inc. (NOIZ); CEO, Crawford Consulting David H. Kistenbroker Global Co-Head, White Collar and Securities Litigation, Dechert 9:30 a.m. 9:45 a.m. 9:45 a.m. 10:45 a.m. With an increasingly globalized economy, advancements in communications, and heightened regulation, boards face a vastly different business landscape from the last decade. Today s effective board features a balance of perspectives and experience that align with company strategy. Once you have the right mix, how do you ensure that everyone s skills get leveraged for maximum success? The board is called upon to act as a team, but how can you foster teamwork when the team only meets in person six times a year? In this candid conversation, we will discuss how to evaluate and if necessary reconfigure your board to meet the demands of the current competitive landscape.

2 William J. White Director, NACD, NorthShore University HealthSystem, The Field Museum; Professor, Northwestern University Dona Young Director, Foot Locker Inc., Aegon N.V., Save the Children 10:45 a.m. 11:00 a.m. 11:00 a.m. 11:45 a.m. Now that you have the right composition and culture in the boardroom, how do you ensure that you get the most out the talent you have around the table? The right leadership and board processes can help ensure that there is open, honest, and effective communication in the boardroom and avoid creating a board within the board. We ll discuss agenda-setting to drive strategic planning, succession planning for committee chairs, and the role of the effective lead director. Learn how to apply the lens you use to evaluate the management team to make sure your board leadership is equally as effective. Raymond V. Gilmartin Former Chairman, President and CEO, Merck & Co.; Director, NACD; Former Director, Microsoft Charles J. Thayer Director, MainSource Financial Group and NACD Florida Chapter; Chairman and Managing Director, Chartwell Capital Ltd. 11:45 a.m. 1:00 p.m. Grand Ballroom Foyer 1:00 p.m. 1:45 p.m. In an era of big data, social media, and increased transparency, analysts, activists, and other stakeholders often have the same access to critical information as the corporate director, and may get a hold of that information before the board does. In this session, we will explore critical questions around information flow: Who controls the information the board gets? Are you getting the information that you really need to help stay abreast of strategic trends and mitigate risks? How can you ensure you know what data to ask for? We will also discuss ways to think strategically about the information the board should be receiving and explore emerging sources to help the board stay ahead of the curve. Paula H.J. Cholmondeley Director, Terex Corp. and Dentsply International; CEO, The Sorrel Group Glenn B. Kaufman Director, Red Robin Gourmet Burgers; Chairman, KEH Inc.; Managing Director, D Cubed Group 1:45 p.m. 2:00 p.m. 2:00 p.m. 2:45 p.m. In this dynamic, rapidly shifting business and risk landscape, what are or should be the critical metrics for effective performance? We will discuss the metrics and milestones that mark a truly high-performing company and how directors can help the meet those goals.

3 Steven R. Walker General Counsel, Secretary, and Director of Board Advisory Services, NACD William J. White Director, NACD, NorthShore University HealthSystem, The Field Museum; Professor, Northwestern University 2:45 p.m. 3:00 p.m. 3:00 p.m. 4:30 p.m. These small group, peer-to-peer roundtables are designed to foster discussion of the critical issues affecting the committees. Choose from the following: Beechwood Room Cory Morrow Regional Leader, Board Solutions, Hay Group David Wise U.S. Market Leader, Hay Group Ferncliff I Robert E. Hallagan Director, Rescare Inc.; Vice Chairman and Managing Director, Board Leadership Services, Korn Ferry Steven R. Walker General Counsel, Secretary, and Director of Board Advisory Services, NACD Grand Ballroom III Susan M. Angele Senior Advisor, KPMG's Audit Committee Institute (ACI) Dennis T. Whalen Partner-in-Charge and Executive Director, KPMG's Audit Committee Institute (ACI) 4:45 p.m. 6:00 p.m. Pool

4 6:00 p.m. 8:00 p.m. Ferncliff I & II Please join Mark Cahn, former General Counsel of the SEC, and Matthew Martens, former Chief Litigation Counsel for the Division of Enforcement of the SEC, for a discussion on new risks impacting the boardroom, particularly as related to whistleblowers. Mark Cahn Former General Counsel, Office of the General Counsel, Securities and Exchange Commission; Partner, WilmerHale Matthew Martens Former Chief Litigation Counsel for the Division of Enforcement, Securities and Exchange Commission; Partner, WilmerHale

5 7:00 a.m. 8:00 a.m. Grand Ballroom Foyer 8:00 a.m. 8:10 a.m. 8:10 a.m. 9:40 a.m. Yesterday, we examined five key areas of corporate governance as a framework for effective board leadership. Today, we will take a look at some of latest hot topics in directorship utilizing the principles discussed yesterday as a lens. Innovation is a competitive necessity for companies, offering both a source of risk and opportunities for corporations. While innovation is often one of the key drivers of organizational growth, such growth requires companies to adapt their business models and strategies to align with advancements. At the board level, what activities should corporate directors engage in to ensure that the company s approach to innovation is sound, that the proper metrics are being used to analyze the success of the innovation strategy, and that the strategy aligns with long-term business goals? Adam Hartung Author and Entrepreneur; Managing Partner, Spark Partners Panel Discussion Susan M. Angele Senior Advisor, KPMG's Audit Committee Institute (ACI) Robert A. Clyde Director, Zimbra (formerly Telligent) and ISACA; CEO, Adaptive Computing Raymond V. Gilmartin Former Chairman, President and CEO, Merck & Co.; Director, NACD; Former Director, Microsoft 9:40 a.m. 9:55 a.m. 9:55 a.m. 10:55 a.m. Existing and emerging cyber risks threaten companies every day, and every company, regardless of industry, is vulnerable. One misstep can cost a company billions in lost data, lawsuits, fines, and damage to reputation. This new world order poses governance and oversight challenges. This session will examine ways that the board can work with management to apply risk management principles from other areas of oversight to cybersecurity risks. Shawn Henry Former Executive Assistant Director, FBI; President, CrowdStrike Services & CSO 10:55 a.m. 11:10 a.m.

6 11:10 a.m. 12:00 p.m. A more shareholder-centric model of corporate governance has emerged in the past few years, fueled by greater influence from the investor community in board composition, succession planning, executive compensation, and general corporate governance practices. More than ever before, investors are expecting transparency from companies regarding boardroom decisions and processes. Hear a leading institutional investor s perspectives on current hot topics in corporate governance and discuss how directors and shareholders can work together to pursue their shared interest of long-term value creation. Robyn Bew Director of Research, NACD Karen N. Horn Director, NACD, Eli Lilly and Co., Simon Property Group, Norfolk Southern Corp., T. Rowe Price Mutual Funds, and the National Bureau of Economic Research Ann Yerger Executive Director, Council of Institutional Investors (CII) 12:00 p.m.