The CHARACTER of the Corporation: A Directors & Boards Magazine Governance Forum November 20-21, 2019 The Metropolitan Club, New York, NY.
Help shape the conversation before the conversation controls you!
This Directors & Boards forum will bring together top public company board members, institutional investors, proxy advisers, judicial and governmental representatives and corporate governance thought leaders. Participants will discuss the character of the modern corporation, how boards can balance profit with social purpose and governance principles, and whether they even should.
This is not a typical governance conference. This is a working event designed to deliver an outcome and is open only to serving public company board members. Attendance is highly limited.
Indra Nooyi Director, Amazon; Former CEO/Chair PepsiCo
Michelle Edkins Managing Director, and Global Head-Investment Stewardship, BlackRock
General Lester L. Lyles Director, General Dynamics, KBR; Outgoing Chairman, USAA
Robert Jackson, Jr. Commissioner U.S. Securities and Exchange Commission
Marran Ogilvie Director, Four Corners Property Trust, Ferro Corp., Evolution Petroleum
Stuart R. Levine Director, Broadridge Financial Solutions
Kathy Higgins Victor Director, Best Buy
Ellen Kullman Director, Goldman Sachs, Dell, Amgen, United Technology
Martin Lipton Founding Partner, Wachtell, Lipton, Rosen & Katz
Leo Strine Chief Justice, Delaware Supreme Court
Anne Simpson Director, Board Governance & Strategy, CalPERS
Christopher J. Policinski Director, Hormel and Xcel Energy
Charles Elson Director, Encompass Health, John L. Weinberg Center for Corporate Governance
Don Delves Executive Compensation, North American practice leader, Willis Towers Watson
Patrick McGurn Special Counsel & Head of Strategic Research & Analysis, Institutional Shareholder Services
Wendy Lane Director, Willis Towers Watson, Al-Dabbagh Holding Group
Richard Meischeid Managing Partner, Pay Governance
George Serafeim Professor of Business Administration, Harvard Business School
Blair Jones Managing Director, Semler Brossy Consulting Group
Paula Loop Partner Governance Insights Center, PwC
John Bremen Managing Director, Willis Towers Watson
WEDNESDAY, NOVEMBER 20
2 p.m. Registration Opens
3 p.m.-3:15 p.m. Welcome and Forum Overview
Robert H. Rock, Chairman, MLR Media David Shaw and Eve Tahmincioglu: How the Forum Will Work
3:15 p.m.--3:40 p.m. Opening: The Character of the Corporation
Interview with Indra Nooyi, Amazon board member and former CEO/Chair, PepsiCo
3:40-4:30 p.m. Should the Corporation Have a Social Purpose?
There is an intensifying drumbeat for companies to consider more than just profits and focus on social good. But that encompasses so many constituencies and so many needs within and outside of organizations. We set out to define social purpose and consider how far directors should and can go in serving all stakeholders, beyond just shareholders. Takeaways:
* What does the "S" in ESG mean?
* Defining and balancing shareholder and stakeholder needs and desires
* What is the corporation's role in social justice, diversity, equality, inclusion and income inequality?
* What time frame should be the focus?
* Strategies on addressing the decline of gain-sharing between employees and management
* Should the board ultimately be accountable for ESG and measured and compensated on ESG performance?
Panel: Indra Nooyi, Amazon board member and former CEO/Chair, PepsiCo; Ellen Kullman, Director, Goldman Sachs; Christopher J. Policinski, Director, Hormel and Xcel Energy
4:30-4:45 p.m. Break
4:45 pm-5:30 p.m. Human Capital & ESG
Human capital management is a key part of ESG imperative. Adopting principles under this umbrella is seen as a way to attract and retain the best talent But how do employees really fit into ESG initiatives? Should boards track job creation and satisfaction? What's the company's responsibility to older worker: who might be displaced by technology?
* Is it a responsibility of the corporation to provide good jobs?
* What are the potential payoffs of focusing on ESG initiatives throughout organizations?
* How should a board define and promote diversity and inclusion?
* Should employees (not just senior management) be represented on the board?
Panel: Kathy Higgins Victor, Director, Best Buy: Marran Olgilvie, Director, Four Corners Property Trust, Ferro Corp.: Stuart R. Levine, Director, Broadridge Financial Solutions
Moderator: John Bremen, Managing Director, Willis Towers Watson
5:30-5:45 p.m. First Day Recap
David Shaw and Eve Tahmincioglu: Takeaways
5:45-7:30 p.m. Cocktails & Hors d'oeuvres
THURSDAY, NOVEMBER 21
8-9 a.m. Breakfast and The New Paradigm--Short vs. Long Term
Keynote Interview with Marty Lipton, Founding Partner Wachtell, Lipton, Rosen & Katz The "New Paradigm" conceives of corporate governance as a voluntary collaboration among corporations, shareholders and other stakeholders to achieve sustainable long-term value and resist short-termism. It provides a roadmap for boards to demonstrate that they are providing thoughtful, engaged oversight and that management is diligently pursuing credible, long-term business strategies.
* Strategies for adopting long-term thinking
* Reality check on what can be done by directors now
* Guidelines on what investors really want
9-9:15 a.m. Break
9:15-10:15 a.m. What Role Should Government Play in ESG?
Do we need fundamental change in how corporations are regulated and/or taxed? What is role of the government in promoting ESG? Takeaways:
* Can boards effectively focus on ESG without governmental help?
* Key issues on the minds of regulators, politicians
* Potential laws, regulations expected in the months and years ahead
* Insights on the role directors should be playing to encourage or thwart new regulations
Panel: General Lester L. Lyles, Director, General Dynamics, KBR; Robert Jackson, Jr., Commissioner, U.S. Securities and Exchange Commission; Charles Elson, Director, Encompass Health and the John L. Weinberg Center for Corporate Governance
10:15-10:30 a.m. Break
10:30-11:30 a.m. Compensation and ESG If ESG initiatives are to be anything more than public relations, boards will need to consider whether and how executive performance should be measured and compensated. Takeaways
* TSR vs ESG
* What metrics should a board use? Is there a new EPS/TSR for ESG?
* How to make this reportable and effective
Panel: Don Delves, Executive Compensation North America practice leader, Willis Towers Watson; Blair Jones, Managing Director, Semler Brossy Consulting Group; Richard Meischeid, Managing Partner, Pay Governance Moderator: Wendy Lane, Director, Willis Towers Watson, Al-Dabbagh Holding Group;
Institutional Investors and ESG Reporting
What is the role of the institutional investor in demanding an ESG focus? What must they do to support such efforts? And how do short-term activists fit into the equation? Takeaways:
* Investor priorities directors need to focus on
* Should ESG reporting be standardized and mandated?
* Realistic advice and strategies to bolster long-term thinking
Panel: Michelle Edkins, Managing Director, Black-Rock; Anne Simpson, Director, Board Governance & Strategy, CalPERS; Patrick McGurn, Special Counsel, Institutional Shareholder Services
12:30-1:45 p.m Lunch and Working Groups
Table Groups topics:
* Defining ESG and The Corporation's Role
* Compensation and ESG
* Human Capital and ESG
* Government Requirements and Involvement
* Institutional Investor Requirements and Involvement
* ESG Reporting
1:45-2:30 p.m. Working Group Output and Agreement Group vote on 10 greatest priorities/needs
2:30-3 p.m. Closing Session: How Far Can Boards Take ESG?
Interview with Leo Strine, Chief Justice, Delaware Supreme Court; Moderated by Blair Jones, Managing Director, Semler Brossy Consulting Group
3 p.m. Forum Close David Shaw and Eve Tahmincioglu: Takeaways
Caption: The Metropolita Club
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|Publication:||Directors & Boards|
|Date:||Sep 22, 2019|
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|Next Article:||The PURPOSE DEBATE: Where corporate America has been, and where it needs to go.|