COMPENSATION: BALANCING RISK AND REWARD
This session, intended for those with a need for a deeper understanding of challenging compensation issues (and with a pre-existing understanding of the relevant compensation fundamentals) will describe the nature of the senior executive compensation landscape as it exists today including a statistical summary of pay levels, methods, and relevant trends. We will then examine the practical implications of the SEC’s new disclosure and independence rules for consultants including a review of the evolving CD&A. The most relevant policy positions of the leading institutional investors and proxy advisory firms will be evaluated as to impact and relevance including a discussion of strategies for responding effectively when a firm’s compensation strategies do not align with these “best practices.” Other questions to be reviewed include: Are compensation contracts worth anything to management (or even necessary after an initial period)? How should a board address the issue of risk taking incentives as driven by certain pay practices? How should (or shouldn’t) a sophisticated board communicate with shareholders about setting compensation policy? How, for instance, can boards better align performance and compensation via long-tailed compensation structures? Are there any proven negotiation strategies that improve the ability of the board to achieve fair but “more effective” compensation arrangements with new or sitting CEOs?
DAVID CHUN, CEO and Founder, Equilar
WES VON SCHACK, Lead Director, Bank of New York Mellon
F. DANIEL SICILIANO, Co-director, Directors’ College 2011; Associate Dean for Executive Education and Special Programs, Stanford Law School; Faculty Director, Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford University
MERGERS & ACQUISITIONS
Boards play central roles in merger and acquisition transactions. What range of engagement is prudent and optimal for a board as concerns M&A activity at the company? What factors (target size, transaction frequency, management experience) matter as to this determination? How can a company determine if it has followed appropriate procedure as concerns a transaction? Are there other, superior alternatives? What are the implications of the Delaware Chancery’s recent decisions that impact such transactions? How can one determine if a deal has been adequately (or too onerously) locked up? From the bidder’s perspective, does the acquisition make strategic sense? Is the purchaser overpaying? Will integration proceed effectively? How can such questions be evaluated and measured after the fact? Have credit market conditions and legal developments influenced the operation of the M&A process? This session focuses on these and other issues related to the M&A process, with a particular emphasis on pragmatic considerations most important to director conduct in evaluating and approving these transactions.
ALISON S. RESSLER, Partner, Sullivan & Cromwell LLP
ROBERT SPATT, Partner, Simpson, Thacher & Bartlett LLP
ROBERT TOWNSEND, Partner, Morrison & Foerster LLP
KENTON J. KING, Managing Partner, Skadden, Arps, Slate, Meagher & Flom LLP
THE AUDIT COMMITTEE
In most public companies, the Board’s Audit Committee remains the focal point of activity, not only overseeing the audit and the relationship between the auditors and the enterprise (although that is an important part of the Committee’s function), but serving as the nerve center within the Board for most questions affecting internal controls and enterprise risk management. How should the Audit Committee best function within that role? How much should be entrusted to that one committee? Is risk management properly placed there, in another committee or in the Board itself (and what are the “risks” we seek to capture in the phrase “risk management”)? These and related issues will be analyzed in this session focusing on the role and activities of the audit committee.
THOMAS BAXTER, JR., Executive Vice President and General Counsel, Federal Reserve Bank of New York
KEVIN MCCABE, Executive Vice President and Chief Auditor, Wells Fargo Financial Services
MARYPAT MCCARTHY, Director, Audit Committee Institute, Partner and U.S. Vice Chair of KPMG LLP
NANCY WOJTAS, Partner, Cooley LLP
SIMON LORNE, Vice Chairman and Chief Legal Officer, Millenium Partners; Co-director, Directors’ College 2011
Shareholder activism is manifesting itself on multiple fronts. Proxy battles, takeover campaigns, say-on-pay initiatives, majority vote proposals, and the pending shareholder access rules are the most obvious techniques whereby shareholders attempt to influence boardroom decisions. Much of the activity, however, goes on behind the scenes as shareholders rely on a variety of mechanisms to persuade corporations to adopt their points of view. This session explores the current agenda of shareholder activism, discusses effective boardroom responses, and reviews the status of legislation and regulations that implicate concerns related to shareholder activism.
SUSAN BLOUNT, Senior Vice President and General Counsel, Prudential Financials, Inc.
HENRY HU, Allan Shivers Chair in the Law of Banking and Finance, University of Texas at Austin, School of Law
ANNE SHEEHAN, Director of Corporate Governance, CalSTRS
CHRIS YOUNG, Managing Director and Head of Contested Situations, Credit Suisse
JOSEPH A. GRUNDFEST, Co-director, Directors’ College 2011; W.A. Franke Professor of Law and Business, Stanford Law School; Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford University; Co-founder and Director, Financial Engines