Agenda June 12-13, 2014 Sofitel Chicago Water Tower Chicago, IL

Transcription

1 Agenda June 12-13, 2014 Sofitel Chicago Water Tower Chicago, IL 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. 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 execution 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. Martin M. Coyne II Director, Akamai Technologies, RockTech; Chairman, CEO Learning Network; President and CEO, NACD New Jersey Chapter David H. Kistenbroker Managing Partner, Chicago Office, Dechert; Global Co-Head, White Collar and Securities Litigation Group 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 Margaret Shan Atkins Director, Chetrum Capital LLC, SpartanNash Company, Tim Hortons, The Pep Boys Manny Moe & Jack, and True Value Hardware William J. White Director, NACD, ContextMedia Inc., NorthShore University HealthSystem, and The Field Museum; Professor, Northwestern University 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. Martin M. Coyne II Director, Akamai Technologies, RockTech; Chairman, CEO Learning Network; President and CEO, NACD New Jersey Chapter Irvine O. Hockaday Director, The Estée Lauder Companies Inc. 11:45 a.m. 12:30 p.m. 12:30 p.m. 1:30 p.m. Foyer 1:30 p.m. 2:15 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 Bonnie G. Hill Director, Yum! Brands and California Water Service Group; President, B. Hill Enterprises LLC 2:15 p.m. 2:30 p.m.

3 2:30 p.m. 3:15 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. Yvonne R. Jackson Director, Spartan Nash Co., Association of Governing Boards of Universities and Colleges; President, BeecherJackson William J. White Director, NACD, Polyera Inc., NorthShore University HealthSystem, and The Field Museum; Professor, Northwestern University 3:15 p.m. 4:00 p.m. 4:00 p.m. 4:15 p.m. 4:15 p.m. 5:30 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: Cannes Jannice L. Koors Managing Director, Pearl Meyer & Partners Versailles Steven R. Walker NACD General Counsel, Secretary, and Director of Board Advisory Services Limoges John Verdonck Audit Partner, KPMG's Audit Committee Institute (ACI) 5:30 p.m. 6:30 p.m. Cigale

4 6:30 p.m. 8:30 p.m. Cannes The expanding range of areas requiring oversight coupled with the instantaneous nature of information sharing particularly in light of the SEC s approval of social media for investor communications has ramped up reputational risk threats. How can directors ensure a company is effectively protecting its reputation? What are some red flags that a company may be susceptible to reputational risks? How can a company utilize information sharing as a reputational opportunity? Jim Pajakowski Executive Vice President and Global Solutions leader, Protiviti Inc. Dan O Keefe Senior Managing Director, Protiviti Inc. Greg Hedges Managing Director, Protiviti Inc. Limoges Board time always is limited. Board presentations don t always cut to the heart of the issue. This discussion will distill the best questions to ask internal and external lawyers for directors exercising oversight on: Financings and significant transactions Sensitive disclosures Regulatory investigations and internal reviews Compliance and whistleblower complaints Karl A. Groskaufmanis Partner, White Collar Criminal Defense and Securities Enforcement, Fried Frank Philip Richter Partner & Co-Chair of M&A Group, Fried Frank

5 7:00 a.m. 8:00 a.m. 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? Susan M. Angele Senior Advisor, KPMG's Audit Committee Institute Adam Hartung Author and Entrepreneur ; Managing Partner, Spark Partners Richard Lenny Chairman, IRI Group Holdings Inc.; Director, McDonald s Corporation, Discover Financial Services and ConAgra Foods Inc. 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 Director, SecureBuy; President, CrowdStrike Services & CSO; former Executive Assistant Director, FBI 10:55 a.m. 11:10 a.m. 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.

6 Peter R. Gleason Director, Nura Health Inc.; Managing Director and CFO, National Association of Corporate Directors Aeisha Mastagni Investment Officer, Corporate Governance, CalSTRS 12:00 p.m.