Session Descriptions


Corporate Strategy and the Global Economy
Tuesday, June 21, 3:30–4:45 pm

The global economy is in an extraordinary state of flux. Oil and energy price declines have strained markets, central banks remain confounded by the risks of deflation and the fear of inflation, the strong dollar is complicating global trade, the Chinese economy (and stock market) have potentially soured, and Europe has yet to shake off its malaise. These macroeconomic trends have significant implications for corporate strategy across a wide range of industries. This panel will review the state of the global economy and connect macroeconomic trends and causes to practical, bottom-line issues that arise in corporate boardrooms as directors face the challenge of assessing corporate strategy in a highly uncertain environment in which slow growth and market gyrations have become the dominant paradigms.

Hot Board Topics in 2016
Monday, June 20, 8:45–10:00 am

Challenges facing corporate boards are ever changing. This opening plenary will survey some of the most difficult and contentious issues likely to face directors, and seeks to offer practical advice. How should boards respond to threats of shareholder activism? Does activism lead to “short-termism,” and if so, what can boards do about that issue? Is proxy access a foregone conclusion at many firms, and how should boards respond? CEO succession is often considered the board’s most important function. What are best practices when it comes to that challenge? Are say-on-pay proposals making a difference, and how should boards react to negative votes? What effect does the ISS pay model have on compensation structures, and is ISS advice hurting shareholders? Should boards consider tenure and age limits? How much influence do proxy advisory firms wield, and how might directors respond? The data demonstrate that the number of publicly traded firms has declined precipitously over the past decade. What’s causing this decline, and what are the implications of those trends? Many of these topics will be addressed in greater length in other segments of our program, and this opening session will provide a pragmatic overview of best practices in these areas.

When the Activists Come Knocking
Monday, June 20, 4:15-5:30pm

Shareholder activism–in a variety of flavors–continues, with no end in sight. Even the largest, most successful firms are susceptible. And, increasingly, institutional investors are supporting activists to one degree or another. In response, corporations are finding that engagement, rather than obstruction, is the only feasible approach. But what are the rules of engagement? Which demands are reasonable, and which are beyond the pale? What are the activists’ typical areas of vulnerability? Can the game be turned into a win-win proposition? This session explores the current shareholder activism agenda and discusses effective corporate responses, with an emphasis on pragmatic strategies that directors can use to prepare for activist threats, address conflicts, and communicate effectively with an increasingly restive stockholder base.

When Disaster Strikes …
Tuesday, June 21, 8:45–10:00 am

Crisis management is now a core board competency. Whether it’s VW, GM, BP, Sony, or Target, every board needs to have a game plan for reacting to a sudden, potentially existential crisis. This panel works through a set of realistic crisis scenarios based on real world situations to help sitting directors develop practical guidelines that can be applied at their companies to address potential crisis scenarios.



Compensation Strategy: Paying CEOs and Boards
Monday, June 20, 2:00–3:45 pm

This session, intended for directors seeking a deeper understanding of challenging compensation issues, will focus on current issues in executive as well as board compensation. The panel will review recent compensation trends, best practices for compensation committees, say-on-pay voting results and litigation, and the evolution of the suggested approach to handling director compensation. We will explore changes that some boards have adopted to constrain CEO pay, arguably novel compensation strategies, the challenge of structuring exit packages, and the latest developments in drafting the CD&A including how best to disclose director compensation details. Related positions taken by leading proxy advisory firms and the various responses undertaken by boards that have proven effective will also be topics of conversation.

Breaking World Records: Mergers, Acquisitions, and Spinoffs
Monday, June 20, 2:00-3:45pm

As a record year for mergers and acquisitions, 2015 also saw a continuation of the trend—particularly among technology companies—of spinning off or splitting key assets, business lines, or divisions into separate publicly traded entities. Independent directors play a central role in M&A and spinoff transactions, and must typically wrestle with a range of challenges. How engaged must a board be when the company is a target or an acquirer, or is considering a spinoff or split? How can boards assess whether a proposed deal or split makes sense? How can boards help assure that a deal won’t be successfully challenged, and that directors won’t be exposed to liability? What is the state of the art when it comes to defensive techniques? How can target-firm directors gain comfort that they are getting a fair price, and how can acquiring-firm directors assure that they aren’t overpaying? How can the target be effectively integrated, and how should a spinoff be structured? This panel of senior deal-makers, investment bankers, and legal experts will address these and other cutting-edge issues in M&A and “de-merger” strategy.

Get Smart: Cybersecurity and the Board
Monday, June 20, 2:00–3:45 pm

The global economy depends on the internet (unless you are in North Korea). But websites are easily hacked, valuable corporate information is often stolen, and large parts of our internet-based economy can be brought to its knees by a dedicated team of hackers. The reality is, however, that most directors don’t know much about cybersecurity, and most boards don’t have a single director who would qualify as a cybersecurity expert. Boards are nonetheless ultimately responsible for assuring that corporations are ready to respond to a broad range of cybersecurity threats. This session takes a very practical, board-level approach to the challenge of developing a risk management program that is responsive to cybersecurity threats. The panel will review recent cyber-breaches, including events at Anthem, Sony, and Target; analyze the different forms of cybersecurity risk; describe rational steps for addressing these risks; and consider when and how companies might cooperate with the federal government, and with other firms in the same industries, in addressing these concerns. The session will also address cyber-insurance and recently adopted legislation designed to promote cooperation with the government, among other matters.

The Real, or Imagined, Threat of Short-Termism
Monday, June 20, 2:00 – 3:45 pm

Much has been written about the threat posed by “short-termism”—the perceived tendency of corporations, or their managements, to respond to the market’s supposed demand for consistently meeting quarterly expectations. But is the threat real? Why or why not? And can the expectations of the market be more appropriately managed? Not all corporations are the same with respect to such issues, Berkshire Hathaway and Amazon being notable examples (but with very different characteristics from one another). To the extent the concern is real, what external social policies, or internal corporate policies, might address it? How can a corporation effectively move from a short-term sensitive platform to a less vulnerable one? Might less be more when it comes to public reporting? This session will explore the issue from a variety of perspectives, and suggest ways that it can be suitably addressed, either through public policy responses or through corporate approaches to the market.



The Board’s Role in Patent and IP Strategy
Monday, June 20, 11:00 am – 12:15 pm

Intellectual property, whether in the form of patents, copyrights, trademarks or trade secrets, represents an increasing percentage of corporate America’s capital market value. Mishandled IP matters, whether litigation or otherwise, can be extremely costly to the company. Anticipating and addressing IP issues, particularly around patents, can present crucial strategic challenges to a publicly traded company. But companies who handle these issues correctly can gain a competitive advantage. An increasing number of these IP challenges rise to the board level because they implicate the future viability of the firm. This session helps directors get ahead of the curve by showing how to develop an affirmative intellectual property strategy. In the process, the panelists will discuss the board’s role in managing IP strategy, review the impact of certain “game-changing” cases or trends in the past year, and provide recommendations to the board for superior methods to take immediate action around these issues.


Building a Better Board: Composition, Evaluation, and Refreshment
Tuesday, June 21, 1:45 – 3:00 pm

Focus on board composition, evaluation, and succession planning has never been greater. With the rise of activist investors, the advent of proxy access, the complexity of operating in a global marketplace, and the disruption of many industries, corporations are under increasing pressure to assemble a board with the right mix of experience, specialized skills, industry-specific expertise, international exposure, and gender, racial, and ethnic diversity. Shareholders are also suggesting that directors with longer tenures might cease to be considered independent. Many shareholder advisory firms, institutional investors, and board diversity advocates argue that term limits or mandatory retirement ages should be implemented to refresh boards with entrenched directors or stale skill sets, and to accelerate the turnover of board seats. Taken together, these pressures can force nominating and governance committees to reconsider the process by which they assess board composition and identify new director candidates. This session critically analyzes the evidence regarding the benefits of board diversity and reviews strategies for boards to identify necessary attributes for director candidates who can guide their companies now and in the future.


CEO and Board Psychology
Monday, June 20, 11:00 am – 12:15 pm

Every CEO—and the dynamic relationship between her and the board of directors—is different, and those differences are expanding as boards become more independent, diverse, and empowered. Directors can be more effective if they perceive that a part of their role is to provide support and appropriate encouragement to the CEO. Moreover, sensitivity to psychological factors that may affect the board-CEO relationship as well as intra-board relationships can be an important attribute for directors. This session will consider the various forces that can be effective (or destructive) in such situations and how directors can better appreciate the different roles they are called upon to play with the CEO and each other.


Corporate Social Responsibility
Tuesday, June 21, 11:00 am – 12:15 pm

Although CSR initiatives have been pursued by a range of companies as voluntary measures for decades, we are now witnessing a transition from voluntary CSR measures to CSR “hard law” with the advent of CSR-related laws and regulations in the U.S. and around the globe. Many publicly traded companies are now investing in specialized compliance counsel focused exclusively on CSR matters. This session will discuss this new reality and highlight the emergence of the formal requirements alongside the less formal but equally powerful trends such as hacktivism (and disclosure of anti-CSR corporate behaviors), after-the-fact scrutiny by communities, customers, and NGOs of corporate behavior that is characterized as negative (even if not against the law), and political shaming in the form of hearings and more. The discussion will cover the resulting CSR initiatives in Silicon Valley and elsewhere and the emergence of this new focus area for boards.


Culture, Ethics, and Compliance
Tuesday, June 21, 1:45 – 3:00 pm

A variety of headline-grabbing incidents in the past year–Volkswagen being perhaps the most notable example–have made clear the importance of “tone at the top” within any business enterprise, and the critical role that corporate culture can play in reinforcing (or undermining) efforts to ensure adherence to legal and regulatory mandates. But how can a director determine if the culture is “right”? In any large organization there will always be some individuals who behave badly, but how can a board distinguish between a one-off instance of bad behavior and an indicator of a corrupt culture? What kinds of compliance structures are effective in preventing violative behavior, or–if necessary–detecting it promptly? How can the board enhance the efficacy of those structures? This session will examine the rapidly evolving role of the compliance function in the corporation, and ways the board can most effectively support it.


Defend Your Company, Defend Yourself: Private Litigation Strategies
Tuesday, June 21, 1:45 – 3:00 pm

Private litigation risks facing directors, officers, and corporations are inevitable and increasingly complex. Securities Class Action law suits were at a 10-year high in 2015, and 2016 is on track to break this record. Derivative suits and the re-emergence of state court filings further add to the complexity as the plaintiffs’ bar continues to develop new legal theories and causes of action designed to maximize corporate and individual director liability. What can you do to make your company—and yourself—more defensible from lawsuits by your stockholders? What protections are available to you through risk transfer instruments like indemnification agreements and D&O insurance, and under what conditions do these risk transfer mechanisms fail? This panel explores a series of cutting-edge litigation issues that can threaten corporations, directors, and senior executives, with an emphasis on practical strategies for minimizing and insuring against these risks and responding to litigation if the challenge arises.


Privacy, Encryption, and Consumer Rights: A New Boardroom Challenge
Tuesday, June 21, 1:45 – 3:00 pm

Virtually every publicly traded firm has sensitive, personal information that, if disclosed, could expose the corporation to liability. Many corporations are also wrestling with privacy and national security challenges related to encryption technology. For example, the Apple/FBI dispute is bound to have implications on the international stage. Meanwhile, several foreign jurisdictions are pushing for the “right to forget” and are demanding that data be retained in data centers located in their countries. This panel will explore the complex web of issues raised by this interplay of privacy matters, encryption technology, and consumer concerns, with an emphasis on the board’s responsibility — strategically, ethically, and legally.


The Sharing Economy, Disruption, and the Board
Tuesday, June 21, 11:00 am – 12:15 pm

The rise of the “sharing economy” is disrupting many traditional industries, including hotels, taxis, car rentals, and food delivery, to name just a few. Technology has reduced transaction costs, making sharing assets cheaper and easier at very large scale. Mobile is the new central ecosystem of tech, with 6 billion people expected to be using smartphones by 2020. The growth of the sharing economy serves as a waking call for directors of companies that are either ripe for being disrupted or that have the opportunity to disrupt other markets or industries. This panel will discuss how boards can address the strategic challenges and opportunities presented by the sharing economy.


Shareholder Engagement and Proxy Access
Monday, June 20, 11:00 am – 12:15 pm and Tuesday, June 21, 11:00 am – 12:15 pm

Traditionally, the path to the boardroom ran through the nominating committee, and directors were never expected to interact with major shareholders. Those days may be coming to an end. Proxy access proposals are gaining steam at a large number of corporations, and boards are often advised to adopt a proxy access provision to preempt a shareholder vote on the matter. Is this good advice, and if it is, how should a board structure its own proxy access provision? Major shareholders are also pressuring companies to allow investors to communicate directly with board members. Should boards encourage these contacts? If so, how should these interactions be structured? How can Regulation FD concerns be addressed? Should directors be trained prior to these meetings?


Strategy and Governance for Global Companies: Asia, Europe, and Emerging Markets
Tuesday, June 21, 11:00 am – 12:15 pm and 1:45 – 3:00 pm

Companies have become increasingly global, and boards of directors must adapt to these changes. Boards today are expected to contribute to and oversee global strategies for their companies. Nearly three-quarters of S&P 500 companies reported international revenue, according to a 2014 study by a global search firm. Moreover, 55 percent of global GDP growth will come from emerging markets by 2019, according to the International Monetary Fund (IMF). This panel will discuss both opportunities and challenges for boards of directors of global companies, including enforcement of the U.S Foreign Corrupt Practices Act (FCPA) and the UK Anti-Bribery Act and other issues.


“Tough Love” Accounting Basics
Monday, June 20, 11:00 am – 12:15 pm
This session takes a “tough love” approach to address a subset of current issues in public company accounting that are likely to be misunderstood or ignored by directors — often at their own grave peril. The classroom style presentation seeks to improve directors’ understanding of accounting principles in a way that cuts to the chase and de-emphasizes “traditional practices” in favor of more practical strategies. Topics covered will include what a board member should know about International Financial Reporting Standards (IFRS) and the anticipated convergence between IFRS and United States’ GAAP, the increased reliance on (and risks of) non-GAAP financials, the new “lease accounting rules” and related impact on company balance sheets, and issues in valuing or thinking about the value of other assets (or liabilities) often misunderstood or poorly considered at the board level. The session’s goal is to provide the “ordinary” board member—typically not a member of the audit committee, or possibly a newly appointed member—with a better fundamental understanding of these issues that can lead to better service to the company.

When the Government Sues You
Monday, June 20, 11:00 am – 12:15 pm

The federal government’s investigations of corporate misconduct are increasingly focused on cooperation and self-reporting from target companies, with an emphasis on specific information about individuals at the company responsible for the wrongdoing. The DOJ, through the Yates Memo, has made it a priority to pursue, punish, and deter individual wrongdoers. The SEC’s decisions to step back from its traditional “neither admit nor deny” settlement practice and to bring more actions through administrative proceedings rather than in federal court also portend a more difficult litigation path for defendants. The SEC’s bounty program has the potential to increase dramatically the Commission’s ability to bring powerful enforcement proceedings against companies and individuals. What do these changes mean for directors when it comes to government investigations and litigation, whether civil or criminal? What strategies are available to directors who are concerned about government over-reach, not to mention their own personal exposure? And how does the government’s focus on individual accountability affect D&O insurance and indemnification agreements? This panel explores practical strategies for minimizing and insuring against risks to corporations, directors, and senior executives that arise in government investigations and lawsuits.