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The CHARACTER of the Corporation: A Directors & Boards Magazine Governance Forum November 20-21, 2019 The Metropolitan Club, New York, NY.

How should public company boards address the increasing focus on ESG issues?

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



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


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;

11:30-12:30 p.m.

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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