Agenda

What is Corporate Governance

This panel discusses the multiple players whose rules and expectations shape corporate governance at public, private, and non-profit corporations. Learn how to address those rules and expectations in a way that advances your organization's long-term interests.

Even with multiple external rule-setters, corporations themselves have a significant amount of freedom to determine what form of governance works best for them. This panel will address how and where companies set forth their own governance practices and the key questions boards, management, and governance professionals need to answer along the way.

Boards have the power and responsibility to determine the future of their organizations. This panel will provide invaluable guidance on how companies can help shape the composition and leadership of their boards to promote the fulfillment of their responsibilities and successfully guide the organization.

Spencer Smul recently concluded a 30-year career at The Estee Lauder Companies, including serving as Senior Vice President, Deputy General Counsel, and Secretary. His areas of expertise include mergers and acquisitions, corporate governance, securities law, international affairs, and in-house legal department financial management. Equally important, Spencer is one of the most respected leaders and widely admired members of the Society for Corporate Governance and has devoted his career not only to enabling his company to achieve its strategic objectives and uphold its values, but also to mentoring and developing the next generation of talent and fostering a culture of collaboration and innovation.

In our fireside chat, Spencer will share his perspectives on how the role of a corporate governance professional has evolved, what has remained the same, some of the highs and lows, and how to have a meaningful, enjoyable, and impactful career in corporate governance.

Sponsored by Broadridge

While fulfilling regulatory requirements, companies have significant latitude to decide their own committee structure. This session will go beyond the rules and help you determine what committee structure can add the most value to your organization.

Boards play multiple roles: they decide, oversee, advice, and engage with management, stockholders, and others. This session will address how to support your board, depending on the roles they're playing, the topic, and the board's and management's capabilities.

Board and committee meetings are where most key decisions are made. This dynamic session will provide practical advice on how to how to schedule, prepare for, and conduct effective board and committee meetings, and key post-meeting activities.

Companies typically put enormous effort into preparing briefing materials for their board and committees, but directors often find the materials fall short. Featuring some of the latest benchmarking research from the Society, this session will help you make sure your briefing materials not only meet the company's needs, but also the board's expectations.

We will break into small groups and provide attendees with the opportunity to ask questions - and get answers - to questions relating to the day's sessions on topics such as board and committee composition, structure, meetings and materials. Interactive workshop facilitated by partners from Gibson Dunn.

Corporate governance professionals are "in the room where it happens." Minutes serve as the definitive record of what happened. Learn how to prepare minutes that are timely, accurate, and can withstand scrutiny for years to come.

This session will address the Board's role with respect to the company's business strategy, operating budgets, and capital plans.

Whatever your role at a public company, it's vital to understand the rules that govern what you must disclose - because disclosures can affect the very future of your organization. This session provides a solid grounding and the latest requirements - on core disclosure requirements for public companies.

Private companies can consider an array of different governance structures that are not typically available to public companies. This session will address the alternative governance structures, their pros and cons, and some of the challenges and opportunities associated with different types of board members.

This session, held under the Chatham House Rule, provides an opportunity for non-profit members to discuss their current challenges and share practical advice on how they are addressing their priorities.

This session goes beyond the requirements associated with your company's core annual, quarterly, and periodic SEC filings, to address the array of other rules applicable to trading in your company's stock by officers, directors, and the company itself. The panel will take a practical approach that will transform the highly technical into something understandable.

Shareholders play a powerful role in corporate governance – they vote with their money by buying or selling your company’s stock, and they vote their shares for or against your board – and on many other matters. Learn about the different types of shareholders, their powers, and their decision-making processes – and how not to be surprised!

A term coined over two decades ago, ESG (Environment, Social & Governance) has evolved from a way of measuring non-financial performance to a polarizing political phrase. This session will address the current state of play and how companies are tailoring ESG programs to advance their business goals.

Troy A. Paredes is the founder of Paredes Strategies LLC. He served as a Commissioner of the U.S. Securities and Exchange Commission from 2008-13 during an especially historic time at the SEC and for our economy – including the financial crisis and its aftermath. He has extensive experience in the public and private sectors, including serving on corporate boards, as well as a stellar career in academia and as the author of numerous articles and as a co-author of a multi-volume treatise on securities regulation. He now has a wide-ranging consulting practice, encompassing governance, regulation, risk management, compliance, change management, corporate affairs, and more. Our fireside chat will address how to understand and navigate the current regulatory and legal landscape; the roles of board and management in managing constant change; how to maintain an effective compliance program when the rules are in flux; and what governance, compliance, and disclosure professionals need to succeed in today’s environment, including with AI's emergence.

Sponsored by Sodali & Co.

Governance needs to be tailored to the subject matter, and so the governance of AI needs to reflect both the company's exposure to AI and the unique challenges of AI itself. This session will provide you with the legal and practical framework for developing effective AI governance for your organization.

Sponsored by DFIN

This session will identify opportunities for governance professionals to use AI to improve their efficiency and effectiveness, while responsibly managing risk.

We will break into small groups and provide attendees with the opportunity to ask questions - and get answers - to questions relating to the day's sessions on topics ranging from taking minutes to using generative AI. Interactive workshop facilitated by partners from Gibson Dunn.

Joan Amble is a globally respected financial executive and board director with more than four decades of leadership across Fortune 100 corporations, financial institutions, and public company boards. She has expertise in corporate finance, risk management, board governance, corporate culture, and audit oversight Joan currently serves on the boards of Zurich Insurance Group, Booz Allen Hamilton, and Spire Global, and has previously served on the boards of Sirius XM, BuzzFeed, Broadcom, and Brown-Forman. She also served on the Public Company Accounting Oversight Board (PCAOB) Standing Advisory Group and the Financial Accounting Standards Advisory Council (FASAC), shaping standards that guide the global financial system.

In our fireside chat, Reflections from the Board Room, Joan will offer not only unique insights in the role of today’s corporate directors and how governance professionals can help meet their needs and expectations – but also “real time” takeaways from the Essentials program from the perspective of a world-class corporate director.

A fundamental obligation of every public, private, and non-profit organization is to comply with applicable laws and regulations. But in a world of proliferating - and sometimes conflicting mandates - how can you do that? This panel will discuss the key elements of an effective compliance program, the board's indispensable role, and how to promote directors' compliance with the law and fulfillment of fiduciary duties.

This session will provide an overview of the key steps in preparing for a successful annual shareholders meeting - from preparing the proxy statement through managing the logistics of the event.

Sponsored by Odyssey by Kalexius

While your company's board may get the most attention, subsidiaries are often critical to running the business, managing risk, and complying with tax and other regulations. This session will address the fundamentals of establishing, governing, supporting, and eventually winding down subsidiaries and protecting your company from legal jeopardy.

Sponsored by DiliTrust

Whether you work for public, private, or nonprofit organization, board and committee evaluations are powerful tools to help directors -– and management – improve their effectiveness. This session will go beyond regulatory requirements and explore the practical aspects of what makes for effective evaluations that are tailored for your organization.

Boards and their committees set compensation for senior executives and directors, in turn helping to attract, retain, and motivate talent. This session will address the key elements of executive and director compensation programs, how to avoid pitfalls, and to withstand increased scrutiny of your programs.

Whether it's CEO succession, M&A, a government investigation, or a corporate crisis, boards face moments that put the company, the board, and the corporate governance team to the test. This session explores the different types of make-or-break moments boards can face and how you can help them succeed in navigating them.

More than ever before, directors of public, private, and non-profit organizations need to be engaged in continuous learning so that they properly can fulfill their decision-making and oversight responsibilities. Learn how to engage your board in ongoing education throughout their tenure - in a way that doesn't feel like classroom learning.

Sponsored by DFIN