Conference Agenda

Educational Programs Committee Meeting

Membership Committee Meeting

Legal Ethics Workshop: Identifying & Interrupting Unconscious Bias:
Improving the Legal Profession

Corporate Practices Committee Meeting

Investor Forum (Issuers Only)

Reception for Society Leaders & First Time Attendees (by invitation)

Opening Reception in the Exhibit Hall

Board of Directors Dinner (by invitation)

Welcome & Introduction

Opening Address

• SEC Commissioner Robert Jackson

General Session I: The Board's Role in Corporate Culture

• What can the board do?
• Board visibility into the company and management
• How to communicate to shareholders
• Is there a role for regulation?

Panelists:

» Panelist: Colleen Birdnow Brown, Founder, Marca Global LLC, and director, Spark Network, True Blue Inc., Port Blakely, Datasphere Technologies Inc.

» Panelist: Eric H. Holder, Jr., Partner, Covington & Burling LLP

1. Shareholder Proposals & Engagement

• New SEC 14a-8 guidance
• Themes for the current year/ESG
  

2. Director Composition & Recruitment for Small & Mid-Cap Companies

• Strategy and process of planning the composition of a board
• Influence of the Corporate Secretary
• Role of the Nom & Gov Committee
• Diversity considerations and pool of candidates
• What is the ideal target of composition
• How to determine what is right for your board

3. Recent Trends in Private Company Governance

• Unicorns
• PE backed companies

4. Service Provider Panel I: Technology and Software Solutions for the Board and the Corporate Secretary

• JD Vance, New York Times best-selling author of Hillbilly Elegy

1. Proxy Advisory Firms: Prospects for Change

• One size/policy fits all
• Proxy advisory firm business model
• Is there a role for regulation?

2. Issues Facing Newly IPO'd Companies

• Role of PE firms
• View of the institutional investor
• Ownership structures
• Formalizing operating structures
• Establishing SEC reporting and disclosure processes

3. Private vs. Public Company Governance

• Understanding the difference between governance requirements
• What rules/regulations apply universally?
• What governance/compliance is mandatory vs. what is best practice?
• Financing issues
• Equity awards and the Tax Cuts and Jobs Act

Panelists:

» Moderator: Jared Brandman, Vice President, Associate General Counsel & Assistant Secretary, National Vision, Inc.

» Panelist: Maureen Bujno, Managing Director, Deloitte LLP

» Panelist: Thomas J. Kim, Partner, Sidley Austin LLP

» Panelist: Troy Paredes, Founder, Paredes Strategies LLC

4. Legal Ethics: Internal Investigations/SEC Enforcements (Ethics)

• Dodd Frank "whistleblowers"
• Attorney client privilege

Panelists:

» Panelist: Pierre G. Armand, Assistant US Attorney, US Attorney’s Office, Southern District of New York Assistant US Atty

» Panelist: Lucy Fato, AIG

» Panelist: Shannon Kinney, Deputy General Counsel & Chief Compliance Officer, ConocoPhillips

» Panelist: Thomas E. Spahn, Partner, McGuireWoods LLP

5. Not-for-Profit Session II: Not-for-Profit Director Liability

• D&O Insurance
• Indemnification
• Risk Management

Networking Break in Exhibit Hall

1. Evolving Approaches to ESG Standards for Large Cap Companies

• Industry based and industry created benchmarks
• SASB collaboration
• Industry Examples
• Future of integrated disclosure

Panelists:

» Moderator: Barbara Pomfret, Managing Director, Joele Frank

» Panelist: David Post, Director of Research, Sustainability Accounting Standards Board

» Panelist: Sophie Hager Hume, Vice President, Assistant General Counsel & Assistant Secretary, Starbucks Coffee Company

» Panelist: Yumi Narita, Vice President of Investment Stewardship, BlackRock

2. Related Party Transactions for Small & Mid-Cap Companies

• How to deal with cozy relationships
• Employment of family
• Obtaining the necessary information to track or flag related party transactions

Panelists:

» Panelist: Fiona Conway Nolan, O’ F Advisors

» Panelist: Kate O’Brien, O’ F Advisors

3. Professional Development: Understanding Reporters & Journalists

Networking Break

Not-for-Profit Session IV: Not-for-Profit Board Composition & Removal

• How are Boards appointed?
• How to police your Board
• State law differences
• Removal of directors

General Session II: Financial Impact of ESG

• Creation of ESG linked ETFs/mutual funds
• Potential blacklisting from ESG ETFs/mutual funds
• Role of ESG variables in bank lending insurance

Panelists:

» Panelist: Eileen R. Cohen, Managing Director, J.P. Morgan Asset Management

» Panelist: Christina Maguire, Vice President, Proxy Voting, Governance & Research, BNY Mellon

Small & Mid-Cap Companies Committee Meeting

Exhibit Hall Open

Private Companies Committee Meeting

Annual Meeting of Members and Recognition of Outgoing Board & Committee Members

General Session III: How to Handle a Crisis

• Do crisis management plans work
• Notification and communications process
• Stakeholder messaging
• Lessons learned from recent crises

Panelists:

» Panelist: Robert Bostrom, Senior Vice President, General Counsel & Corporate Secretary, Abercrombie & Fitch Co.

» Panelist: Paul Holmes, CEO, North America, Finsbury

» Panelist: Rose McKinney-James, Director, MGM Resorts International

1. Proxy Plumbing: Dissecting the P&G Proxy Fight

• Who really owns/votes your shares
• Share lending
• Universal ballot implications
• Will plumbing ever get fixed?

2. Compensation Pitfalls for Small & Mid-Cap Companies

• 162(m), 409A
• Equity grants and awards
• Accounting and Section 16 issues
• Tax law changes

3. Private Company Director Recruitment/Selection

• How does it happen?
• What is the best practice?
• Does it change with different ownership structures and/or company maturity?
• How can you encourage the board to adopt best practice?

4. Political Spending: Contrasting Perpectives

5. Service Provider Panel II: Software Solutions to Improve Productivity

Networking Break in Exhibit Hall

1. Board & Executive Compensation for Large Cap Companies

• New ISS executive compensation guidelines
• Litigation update on director compensation
• Equilar report on perks
• The Tax Cuts and Jobs Act implications

2. Shareholder Engagement for Small & Mid-Cap Companies

• Inclusion of shareholder activist discussion
• Know your shareholders
• Consideration of short sellers

Panelists:

» Panelist: Waheed Hassan, Senior Managing Director, Alliance Advisors LLC

» Panelist: Zachary M. Oleksiuk, Managing Director, Evercore

» Panelist: Tonia L. Pankopf, Managing Partner, Pareto Advisors, LLC

» Panelist: Sarah A.B. Teslik, Of Counsel, Joele Frank

3. Board Committees for Private Companies

• Do they function like public companies?
• What's the same/different?
• Who sits on the committees?
• At what threshold do private companies start adding committees?

4. Building Your Proxy Statement

• Project management
• Staff management
• Skills matrix
• Investor view

Lunch with the Exhibitors

1. International Subsidiary Governance

2. Human Capital Management

• What is it?
• Who's behind it and their objectives?
• Do boards/companies currently track responsive metrics?
• Barriers to disclosure of responsive information

3. Dealing with Different Owners/Stakeholders as a Private Company

• Differing levels of engagement from different ownership types
• Different strategies

4. The Effective Small & Mid-Cap Company Board

• How to get your board more focused on strategy
• How Corporate Secretaries can facilitate the discussion
• Amount of time spent

5. Audit Committee Agendas for 2018

• What's new
• FASB standards
• PCAOB developments
• Tax and spending legislation
• Supreme Court developments

Networking Break in Exhibit Hall

Exhibitor Raffle Prize Drawing

1. Pay Ratio Update

2. Enhancing the Role of the Corporate Secretary/Governance Officer

• How to obtain buy-in and get the resources you need
• How to identify value-add of the governance role
• Demonstrate the value of analyzing shareholder base
• Maintaining a corporate governance profile
• Benchmarking peers
• Investor voting policies

3. Private Company Lessons Learned

• Recent failures/scandals and how to prevent them

4. Disclosure Committees (Small & Mid Cap)

• Composition
• Training members
• Appropriate processes and procedures
• What issues should disclosure committees consider and how?

General Session IV: SEC Update

Society's Closing "Ball" at National Museum of American History

Continental Breakfast

General Session VIII: Delaware Law Update

• Appraisal cases
• M&A litigation
• Settlements

Panelists:

» Panelist: The Honorable Karen L. Valihura, Justice, Supreme Court of Delaware

» Panelist: John Mark Zeberkiewicz, Director, Richards, Layton & Finger

Closing Address & Lunch

Kate Andersen Brower, author, The Residence: Inside the Private World of the White House