Corporate Governance Director's Conference
2009 SUMMIT AGENDA
DAY 1: Thursday, September 24, 2009
8:15am – 8:30am | WELCOME
Michael Knetter, Albert O. Nicholas Dean, Wisconsin School of Business; Board member, American Family Insurance, Wausau Paper, Neuberger Berman Funds and Northwestern Mutual Series Fund
8:30am – 9:45am | THE ROLE OF THE BOARD
Falling stock prices, unhappy institutional investors, a more activist federal government and populist backlash have all had a major impact on corporate governance in the past year. As a result, the role of Board members continues to evolve in both predictable and unpredictable ways. Strategy decisions, CEO compensation, corporate sponsorship of sporting events and even trips—used to reward top performers—are all being roundly criticized. It is clear that the ground is shifting beneath our feet and the behavior that was seen as perfectly reasonable 12 months ago is now being called into question. What is a Board member to do? This panel discussion, featuring experienced Board members, will explore these issues and others.
Moderator: Michael Knetter, Albert O. Nicholas Dean, Wisconsin School of Business; Board member, American Family Insurance, Wausau Paper, Neuberger Berman Funds and Northwestern Mutual Series Fund
Susan Denison, Managing Director, Media/Entertainment/Communications, Cook Associates, Inc.; Board member, Omnicon Group, InterCure and LifeOnKey
Ray Groth, Adjunct Professor of Business Administration and Visiting Scholar at Duke's Global Capital Markets Center, Duke University; Board member, Specialty Underwriters' Alliance, Inc., The Charlotte Symphony Orchestra and The Light Factory
Tom Plaskett, Chairman, Novell, Inc. and Platinum Research Organization, Inc.; Board member, Alson, Inc. and RadioShack Corporation; former CFO, American Airlines; former President and CEO, Continental Airlines and Pan-Am Airlines
Donna Zarcone, President and CEO, D.F. Zarcone&Associates LLC; Board member, CIGNA Corporation, Jones Apparel Group, Inc.; Board of Managers, Wrightwood Capital; former President, COO and CFO, Harley-Davidson Financial Services, Inc.
9:45am – 10:00am | BREAK
10:00am – 11:00am | THE BOARD’S ROLE IN CORPORATE RESTRUCTURING AND M&A
The recent increase in corporate restructuring in the last 12 months has had a dramatic effect on the role of the Board. While the “decision to pursue strategic alternatives” might have resulted in multiple bids even two years ago, buyers are now more desperate and sellers are more scared. As a result, the discussion at the Board level is much more likely to involve filing for bankruptcy and potentially even liquidating the company altogether. As has always been the case, the Board plays a very important role in determining whether and how the company should be restructured. In this session, a panel made up of veteran board members and advisors will share their experiences and answer audience questions regarding how the Board needs to operate in these situations.
Moderator: Shalom (Shelly) Kohn, Partner, Sidley Austin LLP
Blaine (Fin) Fogg, of Counsel, Skadden Arps; Board member, Griffon Corp.
Joyce Greenberg, CEO, Lodestone International; former Managing Director at DLJ, Kidder Peabody and Financo
Matthew Niemann, Managing Director and co-head of Houlihan Lokey's Midwest Restructuring Practice
Lowell Robinson, Board member, International Wire Group and Jones Apparel Group; former CFO/COO, MIVA
11:00am – 12:00pm | KEYNOTE SPEECH
James E. Copeland, Jr., Board member, ConocoPhillips, Equifax, Inc. and Time Warner Cable, Inc.; former CEO of Deloitte & Touche USA LLP and Deloitte Touche Tohmatsu
12:00pm – 1:30pm | LUNCH
1:00pm – 1:30pm | OPTIONAL SESSION
Directors' Desk: Inefficient Board meetings are hereby adjourned!
Jim Bruner, Managing Director, NASDAQ OMX
1:30pm – 2:30pm | BREAKOUT SESSIONS
AUDIT COMMITTEE ISSUES
The financial issues facing companies and their audit committees are well beyond compliance. While senior financial executives and audit committees have spent the majority of the last few years focused on issues such as Sarbanes-Oxley, a whole new set of company-specific issues beckons. Does the company have sufficient cash to operate through a prolonged economic contraction? Can the existing line of credit be relied upon? Is our dividend sustainable? Are we taking risks that will not show up on the balance sheet or the income statement until it is too late? Our experienced panel will discuss the risks that should be at the top of your audit committee agenda and how to best address them.
Moderator: Steve Wagner, Managing Partner, U.S. Center for Corporate Governance, Deloitte & Touche, LLP
Craig Matthews, Board member, Hess Corp., National Fuel Gas and Republic Financial Corp.; former President, CEO and Board member, NUI Corporation; former Vice Chairman, COO and Board member, KeySpan Corporation
Larry Rittenberg, Ernst & Young Professor of Accounting, Wisconsin School of Business; Board and Audit Committee member, Woodward Governor; Audit Committee member, Petro China; Chair, Committee of Sponsoring Organizations of the Treadway Commission (COSO)
Bob Roath, Chairman, L.E.K. Consulting; Board member, InterDigital and Incorporated and Standard Packaging Corporation; former CFO, RJR/Nabisco
Davey Scoon, Chair of the Board of Trustees, Allianz Mutual Funds; Chair of the Board, Tufts Health Plan; Audit Chair, AMAG Pharmaceuticals and Nitromed
DIRECTOR LIABILITY AND D&O INSURANCE: WHAT YOU NEED TO KNOW
When it comes to current trends in D&O liability, two things are clear. First, the number of officers and directors that are going to be sued is likely to rise. Second, the financial stability of some companies that issue D&O insurance has fallen. What does this mean for Board members? It's time to take a very close look at the coverage you have, as well as the companies through which you have it. This session will bring you up to speed on the latest trends in D&O coverage, and arm you with the right questions to ask at your next Board meeting.
Dan Bailey, Esq., Chair of the D&O Liability Practice Group, Bailey Cavalieri, LLC
Nicholas Conca, Esq., Managing Principal and New York Office Leader, Integro Insurance Brokers
Mike Tomasulo, Regional Vice President, Carpenter Moore Insurance Services, Inc., a NASDAQ OMX Company
2:30pm – 3:00pm | BREAK
3:00pm – 4:00pm | COMPENSATION COMMITTEE ISSUES
Most executives have seen their net worth fall dramatically in the last 12 months and are wondering if and when they will get it back. Investors have also seen their net worth plummet, and are not particularly interested in helping executives recoup their losses. In fact, in some cases there is an expectation that executives will make further sacrifices. Add the possibility of significant new federal legislation, and you have quite a mess. Our experienced panel will explore how to balance creating opportunities for executives while also responding to calls for shared sacrifice. As always, this panel will be both informative and entertaining.
Moderator: Bruce Ellig, former Head of HR, Pfizer; author of
several books on compensation
Rita Foley, Chairman, Pro Mujur; Board member, PetSmart, Dresser-Rand, Nina McLemore Inc. and The Healthcare Chaplaincy
Lecia Johnson, Shareholder - Tax and Employee Benefits Group, Godfrey & Kahn, S.C.
Jill Kanin-Lovers, former SVP Human Resources, Avon Products; Board member, BearingPoint, Dot Foods, First Advantage, and Heidrick & Struggles
4:00pm – 5:00pm | 2010 PROXY SEASON PREVIEW
In this session, Pat McGurn will go through the latest RiskMetrics perspectives on the year’s most important governance issues. Pat's sessions are both fast-paced and controversial, and this year will be no exception. At the end of his prepared remarks, Pat will be happy to give you the RiskMetrics perspective, so bring your most difficult questions!
Patrick McGurn, RiskMetrics' ISS Governance Services Unit
5:15pm | COCKTAILS
6:30pm | DINNER AND KEYNOTE SPEECH
The Board's Role in Rebranding CA, Inc. (Computer Associates)
Bill McCracken, Chairman, Lead Director, Member of Compensation & Human Resource Committee and Member of Compliance & Risk Committee, CA, Inc.; Former Director, Member of Audit Committee and Member of Investment & Strategy Committee, IKON Office Solutions, Inc.
DAY 2: Friday, September 25, 2009
8:15am – 8:30am | INTRODUCTIONS
Lowell Robinson, Board member, International Wire Group and Jones Apparel Group; former CFO/COO, MIVA
8:30am – 9:30am | FACING A CRISIS? WHAT YOUR BOARD SHOULD KNOW
The number of companies in crisis has increased dramatically in the past year. Whether the crisis is financial, environmental or a management issue, there are common themes in all crises. This session will better prepare Boards to manage through a crisis and its implications. The panel is made up of a group of Board members who have been there, helping their companies and fellow Board members manage their way through crisis. You used to think a major crisis would never happen on your Boards—you were too careful. Now, you are not so sure. Attending this session will help you be prepared just in case.
Moderator: Debbie Hassan, Partner, Deloitte & Touche
Michael Appel, Quest Turnaround Advisors, LLC; Board member, Charming Shoppes and Mattress Discounter
Lou Hughes, Chairman and CEO, GBS Laboratories; Chairman, Maxager Technology; Board member, Akzo Nobel, MTU, Sulzer and Electrolux; former President and COO, Lockheed Martin Corporation
Debra Perry, former Senior Managing Director, Moodys Investor Service; Board member, Korn Ferry, Conseco, and MBIA
Jerry Shelton, Board member, Solera Holding, Inc.; former Board member, NetRatings, Advantage Companies and Tennessee Natural Resources
9:30am – 9:45am | BREAK
9:45am – 10:45am | CASE STUDY
In this session, we will break into smaller groups of participants that will go through a case study, which will be “ripped from the headlines.” The session will be based on a real corporate governance situation, which will not be revealed until the discussion begins. Participants will work together to formulate the right approaches to dealing with the issue, with facilitation and debriefing from Wisconsin School of Business professors. This session promises to be engaging, challenging and fun.
Mason Carpenter, Professor - Management and Human Resources, Wisconsin School of Busines
Jim Woodrum, Program Director, Wisconsin School of Business
10:45am – 11:00am | CASE STUDY DEBRIEFING
11:00am – 12:15pm | BUILDING A STRONG BOARD
The environment may be challenging, but there are some principles that need to endure. Veteran Board members and governance experts will talk about important issues such as how to build the right environment where open and candid discussions can take place, how to deal with difficult or ineffective Board members and how to find new Board members who can add substantial value to the Board.
Moderator: Janice Reals Ellig, Co-CEO, Chadick Ellig; Chairman, YMCA of Greater NY; Board member, University of Iowa Foundation
Ilene Lang, President and CEO, Catalyst; Board member, Art Technology Group, Inc.; founding CEO of AltaVista Internet Software Inc.
Kathi Seifert, Board member, Eli Lilly & Company, Appleton Papers, Inc., the National Board of the U.S. Fund for UNICEF, ThedaCare Health Care Group, Supervalu, Revlon Consumer Products Corporation, Lexmark, Inc. and the Fox Cities Performing Arts Center
Peter Sommerhauser, Shareholder of the Corporate Practice group, Godfrey & Kahn, S.C.; Board member, Kohl’s Corporation and Northwestern Mutual
Heidi Steiger, Board member, Aviva USA, Nuclear Electric Insurance, Ltd and CIFG; Independent trustee and member of the Audit, Governance, and Compliance Reports and Regulatory Matters Committees for the Eaton Vance Group of mutual funds
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