Accounting and Audit Matters: Fundamentals
This session deals with current issues in accounting and auditing and seeks to improve directors’ understanding of accounting principles (and related auditing standards) that are of particular current importance. What, for example, should the general-experience board member know about International Financial Reporting Standards (IFRS) and anticipated convergence between IFRS and United States’ GAAP? The session’s goal is to provide the “ordinary” board member—typically not a member of the audit committee, or possibly a newly-appointed member—with the general awareness of these issues that can assist in a better fundamental understanding and, therefore, better service to the Company.
Advanced Topics In Compensation: Peer Groups, Say on Pay, and New Tools
Session description will be updated.
Building a Better Board: Diversity and Beyond
There is a growing urgency for boards to increase their numbers of women and minority directors. Several foreign countries already require that the boards of publicly traded firms have a minimum percentage of women directors. Boards are also perceiving the need to add novel skill sets relating to risk assessment, technology, and international marketing, and to consider term limits for directors. The objective is to move away from the traditional demographic description of boards as “pale, male, and stale.” This session explores these imperatives, analyzes the evidence regarding the benefits of board diversity, and reviews pragmatic strategies that boards can adopt in response to calls for greater diversity.
China: Friend, Enemy or Frenemy
China is perhaps America’s most important and most challenging economic partner. Whether the issue is intellectual property protection, labor practices, cyber-security, pollution, foreign corrupt practices risks, or the quality of Chinese accounting statements, doing business in China presents a set of unique risks and opportunities that often require careful board attention. This session addresses board level practices that are appropriate for United States firms with substantial China exposure, and pays particular attention to recent developments suggesting that US regulatory authorities may be paying special attention to US business practices in China.
Corporate Governance and Proxy Trends
Shareholder activism is on the rise. “Say on pay,” just-vote-no, majority voting, and shareholder proposals are among the many different measures that investors are using to influence boardroom behavior. Large activist investors are becoming more sophisticated in targeting companies and in deploying communication strategies designed to pressure boards of directors. This session will review the state of the art in shareholder activism and the broad array of strategies available to directors facing pressure from their shareholder base.
Crisis Anticipation and Control
A large number of corporate crises can be anticipated, and boards can help their corporations assure that they are optimally positioned to respond if and when the crisis arises. This session will explore the roles that boards should and should not play in the event of a corporate crisis, review the state of the art in crisis control techniques, and evaluate a range of case studies of successful and failed examples of crisis control.
Defend Your Company, Defend Yourself: Modern Litigation Strategies
This breakout session will focus on the fundamentals behind recent legal trends, liability concerns, and investigations that impact public corporations. We will discuss director liability and best practices as concerns board member responsibility and conduct. Panelists will discuss suits against corporate targets and issues of interest in light of new or reinvigorated SEC enforcement strategies. We will discuss the selection of litigation targets, the legal strategies used to exploit or defend director and corporate actions, and measures that directors can and should take in order to be prepared in today’s litigation environment.
Foreign Corrupt Practices Act (FCPA) and UK Anti-Bribery
The federal government continues to bring major anti-bribery prosecutions at a rapid pace. More than 115 FCPA actions have already been filed and more than 104 publicly traded companies have already disclosed that they are conducting internal investigations or being investigated by the federal government because of concerns regarding foreign bribery. The British government has also adopted anti-bribery provisions that potentially reach many US firms and that are broader than US law in several respects. Experience also teaches that internal investigations of potential FCPA violations can be exceedingly expensive and can quickly generate fees in the millions of dollars. This session reviews recent developments in the global effort to reduce corruption, the risks that the FCPA and British law pose to US firms, and rational steps that directors can adopt to help minimize FCPA risk or to address the risk once it is manifest.
Lead Directors: Role and Function
OK–under pressure from ISS, we appointed a lead director. What does she do? What is the role of the lead director? Is it “a poor man’s non-executive Chairman,” or is it something different? Is there a model, or is it different things for different companies and boards? And for whom–and under what circumstances–is it important? Or is it just window dressing? The panel will examine these and related questions about the actual functioning of the lead director role in the modern corporation.
Innovation: A Guide to the Board’s Role
It has been suggested that going public hurts the innovative process. If that’s true, then a particular responsibility of the Board should be to encourage the constant innovation that all companies need to maintain, or improve, their competitive position. The panel will discuss approaches to that critical task.
Indemnification and D&O Insurance
Directors and Officers insurance coverage is an issue of huge importance for corporate boards and management. Our panel of industry experts will lead a discussion highlighting the most important terms and conditions of a D&O insurance policy. When and under what conditions, for instance, do insurance companies tend to contest payment on their policies? How does indemnification work to protect directors and officers during and after a suit, and what is the importance of advancement of legal fees to covered parties? Are there any new trends, such as a renewed focus on ERM (Enterprise Risk Management) that might impact future board liability and issues of coverage?
Ombudsmen within Corporate America
Stanley Sporkin has pioneered the role of the ombudsman (ombudsperson?) as a resource that company employees can call on to counter improper behavior and minimize corporate risks. Does your company have one? Should it? The panel, including Judge Sporkin, will examine the relevant considerations.
Political Activity, Lobbying and the Board
The Supreme Court’s recent decision in Citizens United opens the door to far more active political participation by corporations. But should corporations become more actively involved in the political process, and if so, what are the most effective strategies available to the corporation? What role should the board play in monitoring corporate political activity? How can the board help assure that the corporation complies with all relevant disclosure and contribution limitation provisions? Estimates suggest that the upcoming presidential cycle will involve expenditures in excess of $1 billion by each major party, and state and congressional campaigns will only add to the total. This panel, composed of executives and advisors with extensive experience in the political process, will offer pragmatic advice about corporate involvement in the political process, whether through lobbying, direct contributions, activity with trade associations, or through other channels.
Special investigations—typically required when there is a suggestion of a serious legal violation or conflicts-of-interest within the company—have become a fact of life for most companies. If you serve as a director and haven’t seen a special investigation take place, you will. Particularly in the last year or so, the need for such investigations has often arisen out of allegations or suspicions involving insider trading, and this session will look at the special investigation process through the lens of the insider trading allegation. It will cover questions such as at what stage an investigation should be initiated, who should conduct it, and how the report of the investigation should be handled. At the same time, it will cover the new ground that the SEC and the Department of Justice are breaking in their insider trading cases, the relationship between Regulation FD and inside information, the “mosaic theory” and other aspects of insider trading itself.\