Thursday, June 21, 2018 |
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7:15 - 8:00 am |
Pilates |
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7:45 - 8:45 am |
Policy Advisory Committee (by invitation) |
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Chapter Officers Meeting (by invitation) |
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7:30 am - 12:45 pm |
Exhibit Hall Open |
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8:00 am - 6:30 pm |
Registration Open |
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8:45 - 9:00 am |
Welcome & Introduction
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9:00 - 10:00 am |
Opening Address
- SEC Commissioner Robert Jackson
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9:00 - 10:00 am |
Private Company Roundtables |
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10:00 - 11:00 am |
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
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11:00 - 11:30 am |
Networking Break in Exhibit Hall |
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11:30 am - 12:30 pm |
Concurrent Breakout Sessions I |
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1. Shareholder Proposals & Engagement
- New SEC 14a-8 guidance
- Themes for the current year/ESG
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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
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3. Recent Trends in Private Company Governance
- Unicorns
- PE backed companies
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4. Service Provider Panel I: Technology and Software Solutions for the Board and the Corporate Secretary
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5. Not-for-Profit Session I: What Not-for-Profit Boards Should Know About Tax Reform |
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12:30 - 2:30pm |
Annual Conference Luncheon & Address
- JD Vance, New York Times best-selling author of Hillbilly Elegy
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2:30 - 3:30 pm |
Concurrent Breakout Sessions II |
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1. Proxy Advisory Firms: Prospects for Change
- One size/policy fits all
- Proxy advisory firm business model
- Is there a role for regulation?
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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
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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
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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
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5. Not-for-Profit Session II: Not-for-Profit Director Liability
- D&O Insurance
- Indemnification
- Risk Management
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3:30 - 4:00 pm |
Networking Break in Exhibit Hall
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3:45 - 5:30 pm |
Investor Forum (Issuers Only) |
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4:00 - 5:00 pm |
Concurrent Breakout Sessions III |
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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
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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
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3. Professional Development: Understanding Reporters & Journalists
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4. Not-For-Profit Session III: Not For Profit Board Oversight of Risk Management |
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3:30 - 4:00 pm |
Networking Break
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5:00 - 5:30 pm |
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
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5:00 - 6:00 pm |
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
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5:30 - 6:30 pm |
Not-for-Profit Attendee Reception |
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5:30 - 6:45 pm |
Celebrating Diversity Reception |
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7:00 pm |
Vendor & Client Dinners (by invitation) |