(For Audit Committee Members Only)
This roundtable discussion is designed for directors serving on audit committees. The discussion will cover topics such as culture, succession planning, changes to the audit report (critical audit matters), and update on non-GAAP disclosures. Hosted by KPMG. To register, please contact Gina Barberio (732) 698-7771 or email firstname.lastname@example.org
The Marchand vs. Barnhill case resolved in the Delaware Supreme Court in June 2019 has proven that Caremark claims can happen, holding board directors accountable for bad faith and guilty of breaching their duty of loyalty, This is the first case in Delaware where the plaintiffs have prevailed, even though Caremark claims in the past have been difficult to plead or prove. Is this a trend or is this an unique case? Holly Gregory, co-chair of Sidley's global Corporate Governance and Executive Compensation practice, will walk participants through the case and provide a perspective on the lessons board of directors should learn from it. Holly, who was a commissioner on the NACD's upcoming Blue Ribbon Commission (BRC) report on Board Leadership, will also link the recommendations of this BRC report to those lessons.
Cultivating innovative thinking and diverse perspective is essential for business success in today's age of business disruption.
Join NACD members for a discussion on how the intentional board director can play an essential role in:
* guiding an innovative culture
* challenging the basic assumptions of an organization
* fostering a diverse culture that harnesses new perspectives and experimentation at the board, management and organization level
Board director community leaders will speak to how to foster an innovation climate essential to strategic success.
A Conversation with Dr. Shirley Jackson, President of Rensselaer Polytechnic Institute, theoretical physicist, trailblazer, and NACD New Jersey Chapter 2019 Lifetime Achievement in Governance Honoree. Dr. Jackson, Board Director of IBM, FedEx, and PSE&G, and former director of AT&T, NYSE, Medtronic and many other corporate, government and non-profit institutions, will be interviewed on current board topics by special guest Christopher Clark, Publisher of NACD | Directorship magazine.
Non-profit board members are often asked to step beyond the roles of corporate directors, contributing to development as well as hands-on resources. And while they are subject to many of the same duties, they may not have the benefit of the legal, governance and financial expertise and advice. Our experts will assist non-profit board members in filling the gaps, including : What is the role of a nonprofit board member and how might it differ from a corporate board member? How can you assess board governance and what questions should you be asking management? What are the board vs. enterprise risks and how do you spot check the risks?
Existing enterprise risk management (ERM) approaches may no longer be sufficient to address risks that are complex, less well-known or highly disruptive to business. And the traditional ERM identification and tracking methodologies may be insufficient to address this new risk environment. You'll leave this program with practicable tools to help your board:
Identify and assess risks through a different lens
Calibrate the effectiveness of your company's enterprise risk management, tracking and mitigation
Anticipate new developments as the risk environment continues to evolve
Capitalize on those risks that can be converted to opportunities
Improve the quality of engagement and discussion of risk
Headlines are everywhere with predictions about how artificial intelligence and machine learning will transform virtually all businesses, including the potential for re-engineering our work force. Corporate giants, governments and universities are already investing heavily in AI on a global basis. Our March 21 program will explore both the theory and practical application of business strategy, competitive threats, investment decisions, risks to be managed, and how AI surely will impact the culture of our companies.
Oversight of corporate culture is a key responsibility for boards that has been affirmed in proxy statements, annual reports, and on websites of many public companies. While recognizing the importance of overseeing corporate culture, boards can experience difficulty assessing it. The process of assessing culture is often seen as more qualitative, and less quantitative. Paul DeNicola, Principal, PwC Governance Insights Center, and Trish Oelrich, Director Federal Home Loan Bank Office of Finance will lead this interactive session with a case study and peer exchange which looks at ways to better assess company culture.
Join Nukk-Freeman & Cerra, PC co-founding Partner Katherin Nukk-Freeman and Laurie Hays, Managing Director, Special Situations at Edelman PR for this important webinar. Moderated by Trish Oelrich, Director NACD NJ, and the Federal Home Loan Bank Office of Finance.
Public allegations of sexual harassment are not only bad for a company's corporate culture and morale, but can significantly harm an organization's reputation and brand. Because of this risk, Boards of Directors have an obligation to disclose certain harassment claims to shareholders. Harassment complaints, if not handled properly, can negatively affect a company's profitability and/or stock prices, leaving the company vulnerable to shareholder lawsuits and directors exposed to potentially damaging claims. Among the topics we plan to cover:
Why Boards should care about #metoo - their role in setting the tone and culture for a harassment-free workplace and summary of some recent high profile cases
The impact on the company when #metoo issues occur - cost, legal exposure, reputation and retention
Best practices of a proactive Board - strategies to avoid and/or decrease the likelihood of harassment claims
How Boards should respond when a #metoo incident occurs - strategies to avoid common crisis management and external communications pitfalls.
While private and family-owned businesses may not be subject to all of the legal and regulatory rigors of publicly-traded companies, your business can nevertheless benefit from good governance practices suitable for your company. Our program features an opening dialogue with Lynn Clarke, a director of several privately-held companies, primarily in the food, beverage, retail, and e-commerce sectors, and Bill Schlimbach/VP-Deputy General Counsel and Corporate Secretary at J.M. Huber Corporation, one of New Jerseyâ€™s premier family-owned companies, operating in industries ranging from personal care products to food and beverage, flame retardants and smoke suppressants, sustainable forestry and engineered wood products.
We will then launch into a series of expertly-led roundtables, in which private and family company leadership and directors will share issues, ideas and learnings on topics such as:
What is the linkage between effective governance and a company's legacy and future prospects?
What are the options for an effective governance structure?
Does my company need a board of directors, an advisory board or other oversight body?
Should we bring in outside members to our board? And what skills do we need?
How should we be using a board: objective reality check and good sounding board on strategy, competitive threats, long-term growth, talent and compensation?
What are workable boundaries between the roles of board and management?
What are some of the issues where we could get real value from a board: succession planning, coaching and mentoring your management team, assessing your longer term plans/strategy, identifying disruptive risks?
We encourage company leaders to attend in conjunction with a board member or members if your company has a board.
How is it that a board comprised of highly successful and intelligent business leaders, can, despite best efforts to behave rationally, fail to make sound decisions? Using survey feedback from the audience and interactive discussion, this program will explore gaps between the way human beings actually reason and the way we think we reason. In this program, weâ€™ll learn about different blind spots and biases, such as Confirmation Bias, the Framing Effect and the Endowment Effect, and explore how they can make for sub-optimal decisions. We are susceptible whether we are acting as a consumer making a purchase or as a board member voting on an acquisition or hiring a new CEO. We encourage fellow board members and their senior management to experience this lively and thought-provoking program together. Our discussions will utilize your feedback to this brief survey Please complete the survey before the December 6th program (event registration is not required to complete the survey).
(For Nom/Gov Committee Members, Board Chairs and Lead Directors only). Hosted by Alliance Advisors
This is an exclusive opportunity for public company Nom/Gov Committee members, Board chairs and Lead Directors to share in candid conversation with Glenn Booraem, Principal & Investment Stewardship Officer, Vanguard and Zach Oleksiuk, Managing Director, Evercore, specializing in shareholder engagement, corporate governance, ESG, advising companies on how to deal with activists, and investor relations. It is now more important than ever for directors to understand what governance issues a large institutional shareholder will be focused on in the upcoming proxy season and the kinds of governance issues activist shareholders might be looking at when evaluating your company. Attendees are encouraged to raise issues from their own experiences.
Register early as space is limited to 20 participants.
To register, please contact Gina Barberio at (732) 698-7771 or email email@example.com
FOR COMPENSATION COMMITTEE MEMBERS ONLY
with F.W. Cook & Co.
Join fellow Compensation Committee members in a closed-door, candid exchange of ideas and on-the-spot problem solving for the most pressing executive compensation issues, just in time for the 2019 proxy season. This invitation-only, complimentary session will be led by Mike Marino, a leading compensation advisor from F.W. Cook & Co. and may cover topics such as shareholder engagement on compensation, developments in director compensation and the latest pronouncements of proxy advisory services. Attendees are encouraged to raise issues from their own experience as Compensation Committee members.
To register, please call Gina Barberio at (732) 698-7771 or email firstname.lastname@example.org
Business faces threats in the form of environmental, social and governance (ESG) - related risks that need attention. The World Economic Forumâ€™s Global Risks Report 2018 outlines the growing severity and frequency of ESG-related risks over the past 10 years. Our panel of experts will explain the ESG landscape and why ESG-related risks matter for business, how these risks can affect your business strategy, and what do investors think about the importance of ESG.
WEBINAR: Cyber-risk insurance is a relatively new measure for protection against losses and liabilities that can arise from a cyber-incident; companies and their boards are unsure of the utility and value of this product. In our first-ever webinar, legal and industry experts will explain the current market for cyber-risk coverage, what can be covered, where are the gaps and what is lurking in the fine print. Hosted by McCarter & English, LLP.