Program

PROGRAM

The Premiere Corporate Governance Event. The conference is designed to deliver current and future focused content that will keep you engaged and ahead of upcoming trends and regulations. Materials will be available through the app and conference web page. 

Enhance your Educational Experience. Each day will have networking opportunities for you to meet and socialize with your peers. The conference is regularly approved for CLE credit. The Society contracts with CEU Institute to manage the CLE process. Applications will be submitted to all states requested. CCGP credit will also be offered. The program is eligible for CCGP credit and is often eligible for CPA or paralegal credit.

Check in at the Exhibit Hall. Take the time to reconnect and network with the Society community in the Exhibit Hall. Consider new choices, and explore products and services specifically designed for corporate governance and legal departments.

Monday, July 15

Tuesday, July 16

Wednesday, July 17

Agenda (PDF)

Moday, July 15, 2024
10:00 am – 11:15 am

Securities Law Committee Meeting

Monday, July 15, 2024
10:00 am – 11:15 am

Corporate Practices Committee Meeting 

Monday, July 15, 2024
11:30 am – 12:00 pm

Annual Meeting of Members

Monday, July 15, 2024
12:15 pm – 1:15 pm

Welcome Lunch

Monday, July 15, 2024
1:15 pm – 1:30 pm

Welcome & Introductions

• Paul J. Washington, President & CEO, Society for Corporate Governance
• Barry Medintz (Conference Chair), General Counsel & Corporate Secretary, CentralSquare Technologies
• Keir D. Gumbs (Society Chair), General Counsel, Edward Jones

Monday, July 15, 2024
1:30 pm – 2:15 pm

General Session

Fireside Chat on Trends in the US and Global Economy
As boards (and investors) seek growth even as US and global GDP are expected to grow more slowly in the next decade, we’ll discuss:
• What regions and industries are likely to see the most growth
• The key areas of upside opportunity and downside risk
• How to responsibly increase productivity and profitability
• How to prepare for “grey swan” events
• Where should the board focus its attention?

Monday, July 15, 2024
2:25 pm – 3:15 pm

Concurrent Sessions

Enhancing Your Strategic Planning Process 
In an uncertain economy, it’s especially important that you can:
• Ensure your board has the best available information on the economic and competitive environment
• Engage the right people in management in the strategic planning process
• Focus your board on opportunities, not just risks
• Ensure you have workforce, technology, and other plans to support your strategic plan
• Have the governance tools in place to know when your strategy is working . . . and when it isn’t

The Regulatory Environment for M&A
We’ll explore the current regulatory and market environment for M&A transactions, addressing topics such as: 
• FTC/DOJ’s current approach to merger review
• SEC review of M&A
• Best practices in due diligence and board review
• How investors are viewing M&A 
• Key do’s and don’ts – even when M&A isn’t on the horizon

Going from Private to Public Via IPO or Change in Control (What to Do and What to Stop Doing!)
While there are tremendous benefits that come with going public, it requires a lot of work. Among the topics to address: 
• The IPO process
• Board composition and governance practices
• Compensation plans
• Financial and accounting systems and controls
• Disclosure systems and controls
• Preparing for activism and crises 
• Key partners you’ll need in addition to your lawyers and bankers

The Growing Company – Charting Your Course from Small/Mid-Cap to Large Cap 
We’ll discuss what’s involved as a company grows – and comes under greater scrutiny as a large-cap firm 
• Shifting regulatory requirements
• Increasing stakeholder expectations
• Evolving governance practices
• Scaling up the legal, compliance, and entity management functions
• Going international

Monday, July 15, 2024
3:45 pm – 4:45 pm

General Session

How to Make the Most of AI 
While Artificial Intelligence has been around for decades, the new iterations of predictive and generative AI have the potential to transform our economy, industries, and the way we all work. We’ll discuss:
• The current state of technology
• The key risks and opportunities
• Where companies stand in deploying AI
• The regulatory environment
• Key legal issues in compliance, IP, disclosure, and contracting
• What management needs to do now
• Where the board should focus its attention
• What the board needs to know to do its job

Monday, July 15, 2024
4:50 pm – 5:50 pm

General Session

Managing Cybersecurity in a New Era
With AI making large-scale cyberattack easier, ransomware becoming more sophisticated, and companies facing new regulatory requirements, we’ll address: 
• The current threat landscape
• The new SEC rules and litigation environment for cyber incidents
• Building and maintaining trust during and after a cyber incident
• The role of the board during a cyber incident
• How to prepare the board

Monday, July 15, 2024
6:00 pm – 6:30 pm

First Timer’s Reception

Monday, July 15, 2024
6:00 pm – 7:00 pm

Opening Reception in Exhibit Hall

Monday, July 15, 2024
7:00 pm

Board Directors Dinner

Monday, July 15, 2024
7:00 pm

Vendor Private Parties

Back to page menu

Tuesday, July 16, 2024
8:20 am – 8:30 am

Welcome & Introductions

• Paul J. Washington, President & CEO, Society for Corporate Governance
• Barry Medintz (Conference Chair), General Counsel & Corporate Secretary, CentralSquare Technologies
• Keir D. Gumbs (Society Chair), General Counsel, Edward Jones

Tuesday, July 16, 2024
8:30 am – 9:15 am

Address by SEC Official

A senior SEC official will provide their perspective on the SEC’s priorities and the role of governance professionals today.

Tuesday, July 16, 2024
9:20 am – 10:05 am

General Session

Institutional Investor Perspectives 
Major institutional investors are more than just a key stakeholder – they can be a valuable ally for companies as they seek to generate sustainable and superior long-term financial performance. A panel of leading investors will discuss:
• How they evaluate corporate performance
• What they expect from boards today
• The pressures they are facing from clients, regulators, and others
• How they factor ESG into their decision-making
• How to improve corporate disclosures and make the most of engagement with investors

Tuesday, July 16, 2024
10:10 am – 10:55 am

General Session

Viewing (and Managing) Your Board as a Strategic Asset 
While regulations adopted over 20 years ago emphasize the board’s role in the “independent oversight” of management, boards today often need to play more of a role as a strategic partner for management.  
• Identifying where board can add the most value
• Assessing management’s appetite for board engagement 
• Enhancing for board composition, structure, education, and assessments 
• Effectively communicating with investors and others about the board’s role

Tuesday, July 16, 2024
11:25 am – 12:15 pm

Concurrent Sessions

Investor Forum
This session provides an opportunity for more informal group conversations with invited institutional investors.

Proxy Season Recap 
This session will review the key take-aways from the 2024 Proxy Season results and lessons learned.
• Shareholder proposal trends (proposals, votes)
• Trends in SEC no-action letters 
• Shareholder proposal litigation 
• Best practices in dealing with pro- and anti-ESG shareholder proponents 
• Engagement with institutional investors 

ESG Reporting for Private Companies
For many private firms, ESG reporting has traditionally been optional, but now they are facing increasing regulatory requirements as well as pressures from, investors, lenders, business partners, employees and others. This session will address:
• The regulatory requirements that apply to private firms (e.g., California and the EU)
• Expectations from stakeholders
• Deciding what to report, to whom, and where
• Assessing the value of ESG reporting 
• The role of the board in overseeing ESG reporting 

Effectively Partnering with External Auditors
A company’s independent auditor plays an essential role that goes beyond its audits and reviews of the company’s disclosures. This session will address:
• Working with your independent auditor on new regulatory disclosure requirements 
• Efficiently managing auditor requests
• Drawing on your auditor’s experience for benchmarking and best practices
• Assessing auditor performance 

AI Roundtable
This will be a moderated Chatham House Rule roundtable discussion to allow participants the opportunity to discuss where they stand in adopting AI, the key legal and governance issues they are facing, the internal and external resources they are using, and the potential uses of AI with respect to corporate governance (e.g., risk management, reporting, etc.).

Tuesday, July 16, 2024
12:20 pm – 2:00 pm

Annual Conference Luncheon & Address

Jon Meacham, Presidential Historian & Pulitzer Prize-Winning Author 
Companies are operating in an environment of geopolitical uncertainty abroad, and political polarization and volatility at home. Jon Meacham brings an invaluable perspective to bear as both an historian and as an acute observer of current events.

Navigating an Election Year
The political environment for US companies today is highly challenging and polarization is making its way into the workplace – and sometimes into the C-suite and board room. This session will discuss:
• Deciding whether and how to support democracy, election integrity, and the rule of law
• Managing lobbying, PAC, and corporate political contributions during this election 
• Scenario planning for the next Administration
• Managing political polarization within the workforce 

Tuesday, July 16, 2024
2:10 pm – 3:00 pm

Tuesday, July 16, 2024
3:35 pm – 4:30 pm

Concurrent Sessions

General Session

Sustainability: Managing Growing Opportunities and Obligations
As companies are integrating sustainability more deeply into their business, they are also being obligated to comply with a growing raft of regulations that affect both private and public companies. Just as the EU established global privacy standards with the GDPR, and is poised to do so with the new EU AI regulation, its sustainability regulations will affect companies across the globe. And the EU is not alone. This session will address:
• How to keep the board’s eye on both opportunities and obligations 
• The scope, reach, and status of the CSRD, CSDDD, and IFRS 
• What “double materiality” means in practice 
• What resources will be needed to comply 
• How to leverage compliance to identify business opportunities

Preparing for and Managing Shareholder Activism 
While the large companies get the most public attention, most activist campaigns target smaller firms. During this session, we’ll discuss:
• Current activism trends
• The impact of universal proxy
• Vulnerability assessment
• Shareholder rights plan 
• The role of the board – key do’s and don’ts
• Preparing management and the board
• Deciding whether to settle
• Managing communications before, during, and after 

The Future of Executive Compensation
The environment for setting executive compensation is becoming more challenging, with greater economic, regulatory, technological, and competitive uncertainty – plus investor scrutiny. We’ll discuss:
• The competitive environment for executive talent
• Trends in executive compensation
• The impact of pay-for-performance and clawback rules
• Whether ESG/DEI performance metrics are working
• Evolving investor expectations and disclosures
• The questions the Compensation Committee should really be asking

Key Challenges & Opportunities of a Quiet IPO Market: Prolonging Private Company Status
This session will address how private companies can handle key issues as they await more favorable market conditions for an IPO, including 409A increases so is it time to move to RSUs.
• Motivating and retaining employees 
• Managing disclosures with customers, vendors, investors and other stakeholders 
• Dealing with "pass through" regulatory requirements

Tuesday, July 16, 2024
4:35 pm – 5:30 pm

General Session

The Future of DEI
As companies digested the potential impact of the Supreme Court’s 2023 decision, most have reaffirmed their commitment to DEI. But what does the future of DEI look like? We’ll discuss:
• How companies have responded to the SCt decision
• The evolving legal landscape
• Defining (or redefining) DEI for your organization
• Integrating DEI more deeply into the organization
• Embracing DEI in the board room
• The board’s role in overseeing DEI
• Communicating on DEI internally and externally

Tuesday, July 16, 2024
5:30 pm – 6:30 pm

Celebrating Diversity Reception

Back to page menu

Wednesday, July 17, 2024
8:20 am – 8:30 am

Welcome & Introductions

• Paul J. Washington, President & CEO, Society for Corporate Governance
• Barry Medintz (Conference Chair), General Counsel & Corporate Secretary, CentralSquare Technologies
• Keir D. Gumbs (Society Chair), General Counsel, Edward Jones

Wednesday, July 17, 2024
8:30 am – 9:30 am

General Session

Top Ten Ethical Issues Faced by Governance Professionals
Governance professionals often serve as the “conscience” or the organization – which means we both know the organization’s secrets. This can give rise to some tricky decisions about whether, when, how, and to whom to speak up.

Wednesday, July 17, 2024
9:35 am – 10:20 am

General Session

Implementing SEC Rules and a Look Ahead at What May Come Next
Even with the SEC climate disclosure rules stayed, companies are still preparing for implementation, even as they are awaiting other rules and enforcement actions. This session will cover:
• The final SEC climate rules
• The status of legal challenges
• The key steps to take in preparing for the implementation of some or all of the rules. 
• The status of the SEC’s rulemaking docket
• SEC enforcement trends
• What the election could mean for the SEC 

Wednesday, July 17, 2024
10:50 am – 11:35 am

General Session

Beyond Risk Management: Making Resilience as a Competitive Advantage  
In a world of rising risk, both public and private companies need to have effective risk management systems, but risk management is just one part of a bigger picture of ensuring your firm is resilient. We’ll discuss:
• The current state of risk management at public and private companies – what is working, what isn’t
• The opportunity to move from narrow risk management to more a more holistic resilience program that is fully integrated in the company’s business
• The role of the board in overseeing strategic, financial, and operational resilience 
• How to make sure your board has capabilities, structure, and knowledge it needs to fulfill its role 

Wednesday, July 17, 2024
11:45 am – 12:35 pm

Concurrent Sessions

Investor Forum
This session provides an opportunity for more informal group conversations with invited institutional investors.

Crisis Communication Best Practices 
We are already in a world that is operating with a “trust deficit,” and crises can put trust in a company, its management, and board to a severe test. We’ll discuss:
• The types of crises companies can face these days (e.g., cyber, activists, world events, industrial accidents, unplanned succession)
• The key elements of an effective crisis communication plan
• Who should be involved in the response – and ensuring they are prepared
• How to maintain trust before, during, and after a crisis
• How to determine the appropriate role of the board
• The key do’s and don’ts for directors

Sustainability at Small and Mid-Cap Companies 
We have seen a significant increase in smaller and medium-sized companies making public sustainability commitments. Even as they are generally working with fewer resources, they have the opportunity to avoid some of the pitfalls of those who moved first. We’ll discuss:
• Building consensus on sustainability at the board and management levels
• Identifying key sustainability issues for the company – using a strategic lens, not just a materiality assessment
• Integrating sustainability into the company’s business strategy and operations
• Deciding whether to set goals – and which ones
• Organizing for success with limited resources 
• Collecting data and telling your story effectively
• Maintaining stability through the pendulum swings
• Effectively communicating with the board

Real-time Reporting and Disclosure - Traps for the Unwary
Companies face an array of reporting obligations with very short deadlines. This session will provide practical guidance when it comes to:
• Executive compensation disclosure 
• Section 13 and 16 reports
• Stock repurchases
• 10b5-1 plans
• Compliance with Reg FD, (enforcement actions, comment letter trends, disclosure controls)

Nuts & Bolts
This will be a moderated Chatham House Rule roundtable discussion to allow participants to discuss the “nuts and bolts” aspects of managing a board, interacting with management, and other day-to-day aspects of being a governance professional. We will solicit topics in advance as well as welcome questions the room.

Wednesday, July 17, 2024
12:15 pm – 2:45 pm

Board of Directors Meeting

Wednesday, July 17, 2024
12:35 pm – 2:00 pm

Lunch with the Exhibitors

Wednesday, July 17, 2024
2:05 pm – 2:50 pm

Concurrent Sessions

State Law Updates
State law is still the primary driver of corporate governance in the US. This session will focus on:
• Recent and pending legislative developments in Delaware
• Key Delaware court decisions on board duties and executive compensation
• Other key state law developments affecting boards

Proxy Statement
Even as the requirements for disclosure are increasing, some companies are re-thinking their proxy statements and looking for ways to streamline them. This session will address:
demands and expectations for disclosure: 
• Streamlining the proxy statement and getting back to basics’
• Effective use of resources in developing the proxy statement
• Board-related disclosures 
• Compensation-related disclosures 
• ESG disclosures
• Risk oversight disclosures
• Rationalizing disclosure across your platforms

Capital Markets Updates/Trends
All firms, whether public or private, rely on capital markets – whether equity, public debt, or bank debt. This session will discuss:
• The current state in capital markets
• Key trends in public capital market transactions
• The role of ESG in accessing capital on favorable terms
• The roles of the board vs. management with respect to capital market transactions 
• Managing in-house legal, finance, and communications teams

Conducting Diligence on Private Companies in Strategic Transactions
This session will focus on key due diligence issues when acquiring a private firm – or when a private firm is preparing to be acquired: 
• The scope of due diligence
• Focus on private and export trade compliance
• Third party information 
• Use of AI
• Rep/warranty insurance
• Compensation plans
• Protections, including holdbacks/earnouts

Wednesday, July 17, 2024
2:55 pm – 3:35 pm

Concurrent Sessions

Board Composition and Structure
We have seen an increase in the diversity of board composition, as well as an evolution in the structure of board committees. This session will focus on:
• Assessing board composition in light of current and future needs
• Effective succession planning and board recruitment
• Achieving consensus on what diversity means and its importance
• Ensuring the board has the appropriate committees to fulfill its evolving responsibilities

Proxy Advisory Firm Discussion
Proxy advisory firms continue to play a key role in shareholder voting. This session will discuss:
• Understanding the role that advisory firms actually play in voting at your firm
• Managing advisory firm relationships
• Updates to Advisory Firm Voting Policies
• Preparing for Negative Recommendations
• Updates on proxy advisory firm regulations and potential legislation

Governance at Private Companies
In a moderated roundtable setting, we’ll discuss the key governance issues private companies are facing including how to:
• Build and manage a board that adds true value
• Understand and balance stakeholder interests
• Manage the day—to-day requirements while still being strategic 
• Efficiently leverage other parts of the organization
• Efficiently outsource
• Access tools to stay on top of legal issues

The Roles and Opportunities for Non-lawyers in Corporate Governance
Whether within the legal department, or in other functions across the company, non-lawyers play a critical role in ensuring the board has the right people, processes, policies, and information in place to make critical decisions – and in communicating those decisions. This session will address:
• The full range of functions and roles involved in corporate governance
• How to better educate, engage, and leverage that talent
• Developing and charting a career in corporate governance

Wednesday, July 17, 2024
4:10 pm – 5:00 pm

General Session

How to be an Effective Board Whisperer to Public and Private Boards
Governance executives are trusted confidants for both executives and the board. This panel of experienced practitioners will share their insights on how to:
• Manage the board
• Become and remain a trusted advisor to your board
• Help the Board carry out its fiduciary duties
• Deal with conflicts of interest
• Deal with conflicts among directors and between the board and management 
• Focus your Board on what matters most
 

Wednesday, July 17, 2024
5:05 pm – 5:50 pm

General Session

Future Role of the Corporate Governance Professional
Companies are being asked to do more than ever before in achieving superior performance in a responsible manner amid seismic changes in the economic, technological, regulatory, and competitive landscape. This has powerful implications not just for boards, but for those who support them. This session will discuss the role of the governance professionals in:
• Ensuring they have the knowledge and skills to support the board and management in the current environment
• Making sure that governance at the board level is seamlessly supported by appropriate processes within management
• Helping to ensure the effective governance of partnerships with third parties that will be necessary to take advantage of the opportunities, and manage the risks, associated with everything from AI to ESG

Wednesday, July 17, 2024
5:50 pm – 6:00 pm

Closing Remarks

Wednesday, July 17, 2024
7:00 pm – 10:30 pm

Closing Event at the National Portrait Gallery

Join us at the National Portrait Gallery, where you can view many influential people throughout America’s history. A must see for pop culture fans, history buffs, and art lovers! 

Back to page menu