Compensation: Balancing Risk and Reward
This session, intended for directors seeking a deeper understanding of challenging compensation issues, focuses on current issues in executive compensation. The panel will review recent compensation trends, “say on pay” voting results and litigation, the evolution of “withhold vote” campaigns targeting members of compensation committees, and recent evidence relating to “best practices” for compensation committees. The panel will also explore changes that some boards have adopted to constrain CEO compensation, novel compensation strategies, the challenge of structuring exit packages, and the latest developments in drafting CD&A. Particular attention will focus on the positions taken by leading proxy advisory firms, the implications of new SEC compensation disclosure rules mandated by Dodd-Frank, and the need to structure appropriate clawback policies that will apply to senior executives.
F. Daniel Siciliano, Associate Dean for Executive Education and Special Programs and Professor of Law at Stanford Law School; and Faculty Director of the Rock Center for Corporate Governance at Stanford University
Donald Grimm, Chairman of the Compensation Committee, Lifetech
Kristin Major, Vice-President and Deputy General Counsel, Global Functions and Information Management, Hewlett-Packard
David Swinford, President & CEO, Pearl Meyer & Partners
Mergers & Acquisitions
Independent directors play a central role in M&A transactions. What range of engagement is prudent and optimal for a board when considering M&A activity, whether at the target or acquiring firm? How do recent judicial developments, including a $1.2 billion judgment challenging a merger transaction, influence board responsibilities? What’s the smartest way to assure that a transaction won’t be successfully challenged in court, and that directors won’t be exposed to liability? Just how robust is the poison pill as a defense against an unwanted suitor, and how aggressive can parties be when structuring breakup fees, no-shop provisions, and other deal structuring provisions? How can directors at target firms gain comfort that they are getting a fair price, or even the best price, and at the same time, how can directors at bidder firms gain comfort that they aren’t overpaying – – two potentially irreconcilable perspectives on the identical valuation question. How can acquisitions be effectively integrated? This panel of experts, with extensive deal experience, will address these and contemporary boardroom challenges to the deal market.
Kenton King, Partner, Skadden Arps Slate Meagher & Flom LLP
Kate Sampson, Senior Vice President, Marsh & McLennan Companies, Inc.
Robert Spatt, Partner, Simpson Thacher & Barlett
Gene Sykes, Managing Director, Goldman Sachs
Risk & Audit Committee
The Audit Committee is often the focal point of governance activity. The committee oversees the audit, governs the relationship between the auditors and the enterprise, is usually the point to which internal whistleblower complaints are directed, and is often the first line of defense for internal investigation challenges. In addition, the committee often rides herd on the corporation’s risk assessment activities, and is responsible for internal controls. Traditional audit relationships are, however, being challenged by the PCAOB which, among other proposals, is considering mandatory audit firm rotation. FASB also continues to consider a wide range of new accounting rules, and the prospect of international accounting integration remains on the table. This panel will address best practices for audit committee operation, with particular attention on managing whistleblower complaints and related internal governance concerns, together with evolving accounting standards, and pending PCAOB rulemaking activity.
Simon Lorne, Vice Chairman and Chief Legal Officer, Millennium Management LP; former General Counsel, US Securities and Exchange Commission
Daniel Goelzer, Partner, Baker & McKenzie LLP
Ken Goldman, CFO, Yahoo!
Sara Grootwassink Lewis, CEO, Lewis Corporate Advisors, LLC
Robert Mundheim, Of Counsel, Shearman & Sterling LLP
Nancy Wojtas, Partner, Cooley LLP
Government and Litigation Minefields
The SEC and Department of Justice are ramping up prosecutions of publicly traded corporations and their executives. They are using wiretaps and paying bounties to inside informants to help develop cases. They are demanding larger payments and are calling for stronger governance reforms as the price of settlement. This session will review the latest developments on the enforcement front and will emphasize strategies that boards can use to minimize and manage litigation exposure. The session will also address difficult questions that can arise with regard to the obligation to report pending or threatened litigation.
Joseph A. Grundfest, W.A. Franke Professor of Law and Business, Senior Faculty Rock Center for Corporate Governance at Stanford University, and former Commissioner, United States Securities and Exchange Commission
Leo Cunningham, Partner, Wilson Sonsini Goodrich & Rosati
Steve Cutler, Senior Vice President and General Counsel, JPMorgan Chase
Robert Khuzami, former Director of Enforcement, US Securities and Exchange Commission
Deborah Wong Yang, Partner, Gibson Dunn