Corporate Governance Director's Conference
SUMMIT
DAY 1: Thursday, September 18
8:15am – 8:30am, WELCOME
Michael Knetter, Dean, Wisconsin School of Business
8:30am – 9:45pm, THE ROLE OF THE BOARD
The role of Board members continues to change, and the stakes have never been higher.
Scrutiny of strategy decisions, CEO compensation, and use of financial resources are all being viewed from two very different perspectives. Shareholder activists and employees are looking for fair treatment of stakeholders and long-term decision making, while private equity firms and hedge funds are poised to take advantage of any stumble along the way. This panel discussion featuring experienced Board members will explore these issues and others.
Beth Bronner, Managing Director, Mistral Equity Partners; Board member, Assurant, Inc. and The Hain-Celestial Group
Robert (Kam) Kamerschen, former Chairman and CEO, Advo, Inc. and Chairman of Survey Sampling Inc.; Board member, R.H. Donnelley, IMS Health, and MDC Partners, as well as several private equity backed companies.
Shalom (Shelly) Kohn, Partner, Sidley Austin LLP
Melvin Yellin, President, SavEquity; formerly of Counsel, Skadden Arps; former Board
member, Symbol Technologies and Certco
9:45–10:00am | BREAK
10:00–11:00am | THE BOARD’S ROLE IN M&A
Transactional activity continues apace, with strategic buyers, and non-US acquirers like sovereign wealth funds, playing an increasingly important role. As has always been the case, the Board plays a very important role in determining whether the company should be offered for sale as well as in unsolicited offer situations, given the dramatic increase in hostile activity. In this session, a panel made up of M&A veterans will share their experiences and answer audience questions regarding how the Board needs to operate in these situations.
Moderator: Blaine (Fin) Fogg, of Counsel, Skadden Arps; Board member, Griffon Corporation
John Baily, National Insurance Industry Chairman and Board member, Big 4 Accounting Firm (retired); President of Swiss Re Capital Partners from 1999-2002; Board member, RLI, Endurance Specialty Holdings, and NYMAGIC
Mark Hauser, Senior Managing Director, Sandell Asset Management Corp.
Cary A. Kochman, Managing Director, co-head of U.S. Mergers and Acquisitions, UBS
Fred Lane, CEO, Lane, Berry & Co.; former Head of M&A, DLJ (invited)
11:00–12:00pm | KEYNOTE SPEECH
Governance and Regulation—Six Years After Sarbanes-Oxley
Michael Oxley, former Chairman of the House Financial Services Committee and co-author of the Sarbanes-Oxley Act
12:00–1:30pm | LUNCH
1:30–2:30pm | BREAKOUT SESSIONS
AUDIT COMMITTEE ISSUES
Senior financial executives and audit committees have spent the majority of the last few years focused on compliance activities, particularly Sarbanes-Oxley compliance. Now that the most intensive part of this transition is complete, audit committees can focus on company-specific risks that are not necessarily covered in SARBOX. In this session, our experienced panel will discuss the risks that remain and how to best address them.
Tom Opladen, Managing Director, Kestrel Consulting LLC; Board member, Independence Long Term Care, Inc and Parsons Brinkerhoff, Inc.
Lowell Robinson, CFO/COO, MIVA; Board member, International Wire Group and Jones Apparel Group
Steve Wagner, Managing Partner, U.S. Center for Corporate Governance, Deloitte &
Touche, LLP
PRIVATE/EMERGING COMPANY ISSUES
The governance challenges that face private and emerging companies are different than
those facing publicly traded companies, but no less daunting. Managing the interests of
founders and venture capitalists or family owners can be a challenge, as the need for liquidity and the desired time frame for realizing the value being created can be quite
different. This panel will include representatives from companies that have gone through
the IPO process, as well as companies that have decided to stay private.
Michael Appel, Quest Turnaround Advisors, LLC; Board member, Mattress Discounters
Michael Kubin, Board member, AlmondNet, DirectoryM, and Soundpedia; former Board member, Invidi Technologies
Chuck Marantz, Board Member, e-know, inc.; former Board member WorldCell, Inc.
Bob Panoff, CEO, RPM-Strategy; led two high tech start-ups to successful IPO’s
2:30–3:00pm | BREAK
3:00-4:00pm | COMPENSATION COMMITTEE ISSUES
It is quite clear that the Compensation Committee has replaced the Audit Committee on the proverbial governance hot seat. Our experienced panel will explore how to balance upside pay opportunities for executives with a growing insistence by investors that management also face real downside risk for non-performance. This will be a highly entertaining and informative panel.
Bruce Ellig, Corporate Vice President-Human Resources Pfizer (retired); author of
several books on compensation
Jill Kanin-Lovers, Former SVP Human Resources, Avon Products; Board member, BearingPoint, Dot Foods, First Advantage, and Heidrick & Struggles
Andrew Shapiro, President, Lawndale Capital Management
David Swinford, President and CEO, Pearl Meyer & Partners; Faculty member, NACD's Corporate Directors Institute
4:00–5:00pm | 2009 Proxy Season Preview
In this session, Pat McGurn will go through the latest ISS perspectives on governance
issues. This session promises to be fast-paced and potentially controversial.
Patrick McGurn, Special Counsel, RiskMetrics Group (RMG)/Institutional
Shareholder Services (ISS)
5:15pm | COCKTAILS
6:30pm | DINNER AND SPEAKER
CEO COMPENSATION
Tom Stemberg, Founder, Staples; Venture Partner, Highland Capital Partners; Board member, Car Max, PETsMART, and lululemon Athletica; Former board member, NASDAQ
DAY 2: Friday, September 19, 2008
8:15–8:30am | INTRODUCTIONS
Lowell Robinson, CFO/COO, MIVA; Board member, International Wire Group and Jones Apparel Group
8:30–9:30am | FACING A CRISIS? WHAT YOUR BOARD SHOULD KNOW
Crises can occur at any time, with surprise compounding the difficulties. 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 may think it will never happen to you, but attending this session will help you be prepared just in case.
Moderator: Debbie Hassan, Partner, Deloitte & Touche
Wendy Lane, Board member, Laboratory Corporation of America, UPM-Kymmene, and Willis Group; former Board member, Tyco International
Debra Perry, former Senior Managing Director, Moodys Investor Service; Board member, Korn Ferry, Conseco, and MBIA
Davey Scoon, Chair of the Board of Trustees, Allianz Mutual Funds; Chair of the Board,
Tufts Health Plan; Audit Chair, Advanced Magnetics and Nitromed
9:30–9:45am | BREAK
9:45–10:45am | CASE STUDY
In this session, we will break into smaller groups of participants that will go through a case study in corporate governance. The session will be based on real situations, which will not be revealed until the discussion begins. Participants will work together to formulate the right approaches to dealing with the governance, with facilitation and debriefing from UW business school faculty. This session promises to be engaging, challenging, and fun.
Mason Carpenter, Associate Professor - Management and Human Resources,
Wisconsin School of Business
Jim Woodrum, Program Director, Wisconsin School of Business
10:45–11:00am | CASE STUDY DEBRIEFING
11:00–12:15pm | BUILDING A STRONG BOARD
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
Beverly Behan, Managing Director, Board Effectiveness Practice, Hay Group and regular columnist for businessweek.com
Steve Bennett, Former CEO and current Board Member Intuit and Sun Microsystems (invited)
Peggy Foran, Senior Vice President, Associate General Counsel and Corporate Secretary of Pfizer, Inc; Board member, Legal Momentum.
Ralph (Bud) Sorenson, General Partner, Sorenson Limited Partnership; Board member, Whole Foods Market; Former board member, Polaroid, Exabyte, Houghton Mifflin Company, Eaton Vance Corporation, and netLibrary; Former President, Babson College; former CEO, Barry Wright Corporation. (invited)