8:20 - 8:30 am |
Welcome
James J. Killerlane III (Seminar Chair) Associate General Counsel & Assistant Secretary American International Group, Inc.
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8:30 - 9:20 am |
- Importance of ERM
- Risk Categories
- Board or Committee Oversight
- Required Risk Disclosures
- New Audit Committee Rules
- The State of Sarbanes Oxley
Kristin Caplice (Leader) Vice President, General Counsel & Corporate Secretary Cimpress
John S. Kim Counsel General Motors Company
Eric Sherbet Former General Counsel Pantheon N.V.
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9:20 - 10:10 am |
CONCURRENT PANELS
- Defining ESG and Defining Your Stakeholders
- What to Report and Where (GRI, SASB, TCFD)
- Best Practices in Sustainability Disclosure and Legal issues
- The Role of ESG Ratings Firms
- Demand Drivers for ESG Information and Financial Products
- How Investors Integrate ESG into Investment Decisions
Granville Martin (Leader) Senior Vice President & General Counsel Society for Corporate Governance
Yafit Cohn Associate Travelers Companies, Inc.
Drew Hambly Executive Director of Corporate Governance Morgan Stanley
Kellie Huennekens Associate Director EY Center for Board Matters
- Key Considerations
- Staffing & Internal Business Partners
- Leveraging External Resources
- Essential Tools
Andrew Fitzsimons (Leader) Senior Director of Administration and Human Resources Society for Corporate Governance
Gina M. Merritt Epps Senior Vice President, Chief Governance Officer & Corporate Secretary South Jersey Industries, Inc.
Wendy C. Skjerven Vice President, Corporate Secretary & Group General Counsel – Legal Services The Travelers Companies, Inc.
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10:10 - 10:30 am |
Refreshment Break
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10:30 - 11:30 am |
CONCURRENTS PANELS
- Regulators: Overview of SEC and Listing Exchanges
- Compliance with SEC Regulations and Listing Standards
- Periodic Reports on Form 10-Q and 10-K
- Current Reports on Form 8-K
- Litigation, Loss Contingencies, and MD&A
- Disclosure Committees
- Controls and Certifications
Michelle L. Potter (Leader) Corporate Secretary Santander Holdings USA, Inc.
Geoffrey Edwards Senior Associate General Counsel Wal-Mart Stores, Inc.
Keir D. Gumbs Partner Covington & Burling LLP
- Board Committees
- Board Composition and Recruitment
- Best Practices for Successful Board Meetings
- Board Assessment and Dispute Resolution
- Minority Shareholders
- Relations with Shareholders
Kerri A. McClellan (Leader) Vice President & Deputy General Counsel Crowley Maritime Corporation
Steven N. Driggers Assistant Vice President, Assistant Corporate Secretary USAA
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11:30 am - 1:00 pm |
Lunch
State of the Society Sponsored by Broadridge Financial Solutions, Inc.
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1:00 pm - 2:00 pm |
Concurrent Panels
- How to Identify Your Shareholders
- Developing a Shareholder Communication and Outreach Plan
- Dealing with Shareholder Proposals
- SEC No Action Process
- Investor and Proxy Advisor Perspectives
Raj B. Dave (Leader) Chief Securities Counsel and Assistant Corporate Secretary Newell Brands
Bruce H. Goldfarb President & Chief Executive Officer Okapi Partners LLC
Irving S. Gomez Managing Counsel & Assistant Secretary Intel Corporation
- Responsibilities of a Private Company Corporate Secretary
- Compliance in Private Companies
- Handling Significant Transactions
- Developing Board and Governance Practices
- Boardroom Challenges
- Compensation
- Strategy
Pamela Kunkemoeller (Leader) Founding Member Kunkemoeller Law Office PLLC
Christopher W. Allingham Governance and Securities Director TwentyEighty
David E. Gardels Partner Husch Blackwell LLP
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2:00 - 3:00 pm |
Concurrent Panels
- Proxy and Annual Meeting Requirements
- Timeline and Responsibilities
- Key Governance Disclosures
- Compensation Disclosures
- Solicitation Materials and Notice & Access
Gina M. Merritt Epps (Leader) Senior Vice President, Chief Governance Officer & Corporate Secretary South Jersey Industries, Inc.
Stacy S. Ingram Associate General Counsel and Deputy Corporate Secretary The Home Depot, Inc.
Aaron K. Briggs Of Counsel Gibson Dunn & Crutcher LLP
- Interested Family Members
- Private Equity Interests
- Obtaining Approval by Disinterested Directors
- Legal and Practical Compliance Tips
Eric Sherbet (Leader) General Counsel Thermo Fisher Scientific Inc.
Kerri A. McClellan Vice President & Deputy General Counsel Crowley Maritime Corporation
David C. Scileppi Co-Chair, Securities & Corporate Governance Gunster, Yoakley & Stewart, P.A.
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3:00 - 3:20 pm |
Refreshment Break
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3:20 - 4:20 pm |
Concurrent Panels
- Goals and Priorities for the Meeting
- Meeting Format: In-Person, Virtual or Hybrid
- Meeting Site Selection, Room Set Up, Audio Visual Needs
- Agenda, Meeting Script, Rules of Order
- Security, Staffing and Admission Requirements
- Handling Disruption
- Tabulating the Vote and Reporting Results
Adam R. Kokas (Leader) Executive Vice President, General Counsel, Secretary & Chief Human Resources Officer Atlas Air Worldwide Holdings, Inc.
Keith J. Larson Senior Attorney and Assistant Secretary Edison International
Michelle Potter Corporate Secretary Santander Holdings USA, Inc.
- Board and Executive Searches
- Influence of Private Equity Firms
- Transition in Family-Owned Companies
- Operational Challenges
Pamela Kunkemoeller (Leader) Founding Member Kunkemoeller Law Office PLLC
James A. Blair, III General Counsel WCM Global Wealth LLC
Doug Tatum Chairman of the Board Newport Board Group
James A. Blair General Counsel WCM Global Wealth LLC
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4:20 - 5:30 pm |
- Purpose
- Required Elements
- Form/Style
- Protecting Privilege
- Draft and Review Process
- Draft Destruction/Director’s Notes and Copies
- Access to Minutes and Draft Minutes
- Storing and Preserving Minutes
Wendy C. Skjerven (Leader) Vice President, Corporate Secretary & Group General Counsel- Legal Services Travelers Companies, Inc.
Mark J. Gentile Director Richards, Layton & Finger
Adam R. Kokas Executive Vice President, General Counsel, Secretary & Chief Human Resources Officer Atlas Air Worldwide Holdings, Inc.
Geralyn S. Ritter Senior Vice President, Corporate Secretary & Assistant General Counsel Merck & Co., Inc.
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5:30 - 7:00 pm |
Networking Reception
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