8:30 am – 8:40 am

Welcome and Introductions

• Paul Washington, President & CEO, Society for Corporate Governance
• Stephanie Bignon, Seminar Chair, Associate General Counsel and Deputy Corporate Secretary, The Home Depot, Inc.

8:40 am – 9:25 am

Fundamentals of Corporate Governance and External Sources of Authority

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.

• What is Corporate Governance?
• Key constituents: Shareholders, Boards and Management
• Federal and State Law
• Listing standards
• Case law and business judgement rule
• Other governance influencers
• Standards setters

9:30 am – 10:30 am

Internal Sources of (and Limits on) Authority

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.

• Articles of Incorporation
• Bylaws
• Delegations of Authority/Powers Reserved
• Committee Charters
• Resolutions and Consents
• Corporate Governance Principles
• Corporate Policies
• Code of Business Conduct

10:55 am – 11:40 am

Board Composition, Responsibilities and Structure

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

• Board composition and refreshment
• Responsibilities
• Fiduciary duties, liability and business judgment rule 
• D&O insurance
• Effective board and committee evaluations

11:45 am – 12:30 pm

Board and Committee Meetings

Board and committee meetings are where most key decisions are made. This session will provide practical advice on how to plan for, make the most of, and effectively follow up on those meetings – and to make sure you're not missing anything!

• Virtual, hybrid or in person
• Annual meeting calendars
• Agenda development
• Presentations/formats
• Logistical support (travel, lodging, food, and IT support)
• Director communications
• Executive sessions
• Scripts and follow-up
• Strategy sessions or "retreats"

8:15 am – 9:00 am

Board's and Management's Roles in Enterprise Risk Management

In a world of increasing, interconnected risks, it is vital that companies have the systems in place to identify, mitigate, manage, and recover from risks. This session will provide practical advice on how to have an effective risk management program – and to ensure your board is fulfilling its fiduciary duties. 

• Directors' and Officers' Caremark Duties
• The ERM framework and categories
• Risk assessment
• Internal controls
• Compliance with regulations and contracts
• Board and/or committee oversight
• Risk disclosures

9:05 am – 10:05 am

Board's Role in Compliance

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 rules – 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 ensure the directors' own compliance with the law.

• Evolving regulatory requirements 
• Hallmarks of effective compliance program
• Preservation of ephemeral communications
• Roles of board and committees in compliance
• Effective reporting to board and committees
• Board Code of Conduct

10:30 am – 11:30 am

Concurrent Panels

Regulation and Disclosure: Part I

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.

• Regulators: Overview of SEC and listing exchanges
• Compliance with SEC regulations and listing standards
• Annual reports on Form 10-K and periodic reports on Form 10-Q
• Current reports on Form 8-K
• Litigation, loss contingencies, and MD&A
• Disclosure committees
• Controls and certifications
• SEC enforcement actions over internal controls and disclosure controls & procedures

Private Companies: Governance Structure

Private companies can adopt 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 associated with different types of board members.

• Advisory versus fiduciary boards
• Private equity directors
• Founder power
• Family councils
• Refreshment and removal

11:35 am – 12:35 pm

Concurrent Panels

Know Your Shareholders

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!

• Types of shareholders
  • Retail vs. institutional 
  • Types of institutional investors
  • Registered vs. “street name” investors
• Form 13F filings, NOBO lists, stock surveillance
• Shareholder communications and meetings
• Shareholder voting policies and proxy voting
• Proxy voting choice implications
• Shareholder proposals
• Shareholder expectations
• Proxy advisor perspectives and impacts
• Collaborating with your Investor Relations team

Private Companies: Best Practices

When it comes to corporate governance, private companies have greater legal flexibility than their public company peers, but they can often face greater practical constraints. This session will address how private companies are tackling the sometimes-thorny challenges ranging from board structure to succession planning, to managing conflicts when the same person is an executive, director, and major shareholder.

• Board leadership
• Board committees
• Director compensation
• CEO/executive succession planning
• Managing conflicts

8:15 am – 9:00 am

Executive and Director Compensation Plans

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.

• Structure and administration
• Types of equity awards: stock options, restricted stock, performance shares
• Basic characteristics and advantages/disadvantages of each type
• Director reimbursement, travel, policies & practices
• Federal tax consequences and accounting treatment
• Clawback policies

9:10 am – 10:10 am

Concurrent Panels

More Minutes: Special Situations 

Not all meeting minutes are created equal. Learn how to draft minutes for (and otherwise manage) high-stake situations involving M&A, conflicts of interest, dissenting directors, and sensitive executive sessions.

• Drafting resolutions and consents
• Documenting executive sessions
• Minutes in the M&A context
• Handling dissents and conflicts of interests
• Lessons learned/Q&A 

Regulation and Disclosure: Part II

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.

• Reg FD
• Reg G
• Insider trading policies
• 10b5-1 Plans
• Section 16 compliance
  • Forms 3, 4 and 5
  • Form 144
  • Schedule 13D/G
  • Form 13H 
• EDGAR Next
• Share repurchase disclosure

10:30 am – 11:15 am

Nuts and Bolts Roundtables

Corporate governance professionals need a place where they can turn for trusted advice by people who are facing the same challenges. These roundtables, held under the Chatham House Rule, will provide an opportunity for a candid, confidential discussion of the day-to-day challenges and opportunities facing governance professionals. Bring your questions!

11:20 am – 12:05 pm

Director Onboarding, Orientation, and Ongoing Education

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.

• New and first-time director onboarding practices
• Effective director orientation
• Role of board materials and meetings in education
• Bringing in outside speakers
• External resources
• Creating a “shared learning” culture for Board and management
• Constructive board evaluations

8:30 am – 8:40 am

Welcome and Introductions

• Paul Washington, President & CEO, Society for Corporate Governance
• Stephanie Bignon, Seminar Chair, Associate General Counsel and Deputy Corporate Secretary, The Home Depot, Inc.

8:40 am – 9:25 am

Fundamentals of Corporate Governance and External Sources of Authority

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.

• What is Corporate Governance?
• Key constituents: Shareholders, Boards and Management
• Federal and State Law
• Listing standards
• Case law and business judgement rule
• Other governance influencers
• Standards setters

9:30 am – 10:30 am

Internal Sources of (and Limits on) Authority

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.

• Articles of Incorporation
• Bylaws
• Delegations of Authority/Powers Reserved
• Committee Charters
• Resolutions and Consents
• Corporate Governance Principles
• Corporate Policies
• Code of Business Conduct

10:55 am – 11:40 am

Board Composition, Responsibilities and Structure

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

• Board composition and refreshment
• Responsibilities
• Fiduciary duties, liability and business judgment rule 
• D&O insurance
• Effective board and committee evaluations

11:45 am – 12:30 pm

Board and Committee Meetings

Board and committee meetings are where most key decisions are made. This session will provide practical advice on how to plan for, make the most of, and effectively follow up on those meetings – and to make sure you're not missing anything!

• Virtual, hybrid or in person
• Annual meeting calendars
• Agenda development
• Presentations/formats
• Logistical support (travel, lodging, food, and IT support)
• Director communications
• Executive sessions
• Scripts and follow-up
• Strategy sessions or "retreats"