Agenda | June 1-2, 2015 | The Westin Philadelphia | Philadelphia, PA
Attendance at the entire course is mandatory. Please make travel plans accordingly.
7:00 a.m. – 8:00 a.m.
Foyer/Salon III
8:00 a.m. – 8:10 a.m.
Grand Ballroom
Erin Essenmacher
Director, Women in Film and Video, Gandhi Brigade;
Chief Programming Officer, NACD
8:10 a.m. – 8:30 a.m.
Grand Ballroom
While experienced directors know that a “one-size-fits-all” approach to corporate
governance can be short-sighted, there are some shared leading practices most boards can
use during their tenure as directors. NACD has developed a set of Key Agreed Principles to
strengthen corporate governance and to help boards tailor their decision making and
governance structures to meet the needs of their particular stakeholders. These principles
will provide a framework to discuss a multitude of boardroom issues over the next two days.
Peter R. Gleason
Director, Nura Health Inc.; President, NACD
8:30 a.m. – 10:00 a.m.
Grand Ballroom
Using the dramatic film A Price Worth Paying? as a case study, we will walk through a
series of governance crises facing a board. From executive compensation, risk evaluation of
acquisitions in emerging markets, scope of responsibilities of the audit committee, and
responding to whistleblower allegations, these scenarios will serve as a shared example to
illustrate core boardroom topics we will take a deeper dive into during this course.
D’Anne Hurd
Director, Pax World Funds, Peckham Industries Inc.; Chair, Monzite Corp.;
Former Lead Independent Director, Micronetics Inc. (NOIZ)
Michael L. Kichline
Partner, Dechert LLP
10:00 a.m. – 10:15 a.m.
10:15 a.m. – 11:15 a.m.
Grand Ballroom
Having the right boardroom culture and dynamics in place allow a board to function at its
highest level. But how do you know if you have a flourishing boardroom culture that
encourages respectful debate or a culture that allows some directors to become bullies or
others to become completely disengaged—before it starts to negatively impact the
company? Building a high-performing board starts with the recruiting and nomination
process and continuously establishing open lines of communication inside and outside the
boardroom. Hear from directors who have helped to develop a collegial boardroom culture,
had tough conversations with fellow directors when they weren’t contributing in a
meaningful way, and learn how to take some of this wisdom and implement it in your
boardroom.
Martin M. Coyne II
Director, RockTech; Chairman, CEO Learning Network; President and CEO,
NACD New Jersey Chapter
Dona D. Young
Chair, Nominating and Governance Committee, Foot Locker Inc.;
Director, Aegon N.V., Save the Children
11:15 a.m. – 11:30 a.m.
11:30 a.m. – 12:30 p.m.
Grand Ballroom
While it may sound cliché to say the work of a director is a part-time job with full-time
responsibilities, most board members would be quick to nod their heads in agreement with
that statement. And that list of responsibilities is continuously growing as the risks and
opportunities that companies face evolve, underscoring how important your board meetings
are to the health and sustainability of your company. How do you ensure your meetings are
making appropriate use of time, that you are covering the necessary topics, and that you
have access to information and sources critical to decision making? From building the
agenda to setting up a strategy retreat, seasoned directors will share their perspectives on
how to make the most of your time with your fellow directors.
Robert M. Galford
Compensation and Nominating and Governance Committee Chair,
Forrester Research; Managing Partner, Center for Leading Organizations
Mary Beth Vitale
Director and Nominating and Governance Committee Chair, CoBiz Financial
Inc.; Former Chair of the Compensation Committee, Zynex, Inc.; Chair, NACD
Colorado/Wyoming Chapter; Founder, Pellera LLC
12:30 p.m. – 1:45 p.m.
Salon III
1:45 p.m. – 3:15 p.m.
Independence I
D’Anne Hurd
Director, Pax World Funds, Peckham Industries Inc.; Chair, Monzite Corp.;
Former Lead Independent Director, Micronetics Inc. (NOIZ)
Independence II
Jared Berman
Lead Consultant, Meridian Compensation Partners LLC
Marc R. Ullman
Partner and Lead Consultant, Meridian Compensation Partners LLC
Director’s Room
Steven R. Walker
General Counsel, Managing Director of Board Advisory Services, NACD
Director, ContractRoom
3:15 p.m. – 3:30 p.m.
3:30 p.m. – 4:45 p.m.
Grand Ballroom
Many companies attempt to create additional shareholder value by means of significant
mergers or acquisitions. Historically, however, these transactions have a low success rate,
with more than two-thirds failing to increase stock values. Using recent high-profile
transactions as case studies, this session will consider both the strategic and financial
arguments for mergers and acquisitions, and will provide board members with a step-by-step
process for thinking through such mega-transactions. Participants will learn how to ask the
key questions, to make sure the right team is in place, and to follow up during integration in
ways that will assure overall success.
Robert A. Howell
Director, Spectra Group Ltd.; Distinguished Visiting Professor of Business
Administration, Tuck School of Business at Dartmouth
5:00 p.m. – 6:30 p.m.
6:30 p.m. – 8:30 p.m.
Director’s Room
When it comes to public company directorship, one size does not fit all. This is especially
true for small-cap companies. Razor thin margins, smaller staffs, and limited resources mean
often walking a fuzzy line between management and board roles. Former institutional
investor, sitting director, and author of The Perfect Corporate Board: A Handbook for
Mastering the Unique Challenges of Small-Cap Companies Adam Epstein leads an
interactive discussion about the unique challenges of small-cap governance.
Adam J. Epstein
Founding Principal, Third Creek Advisors; Author, The Perfect Corporate
Board: A Handbook for Mastering the Unique Challenges of Small-Cap
Companies
7:00 a.m. – 8:00 a.m.
Grand Ballroom
The skills you have honed as a private company director will also aid you in seeking a board
seat with a public company. However, there are additional challenges that come with public
company directorship, including entering a new realm of regulation. Hear from directors
who have served on both public and private boards and learn what skills sets you can draw
on that are already in your arsenal and in what areas you may need to seek additional outside
training and information to prepare for a successful transition.
Rhys J. Best
Director, Commercial Metals Company, Trinity Industries Inc., Cabot Oil Gas
Corporation, and MRC Global
Vincent L. DiVito
Director, Chairman of the Audit Committee, Entertainment Gaming Asia;
Director, Elara Foodservice Disposables; Managing Director, Vincent L.
DiVito Inc.
Stanley W. Silverman
Lead Director, Drummond Scientific, Femco Holdings LLC, Exocor Inc.;
Vice Chairman, Drexel University, Friends Select School; Chairman, Audit
Committee, Ben Franklin Technology Partners of Southeastern Pennsylvania
8:00 a.m. – 8:10 a.m.
8:10 a.m. – 9:10 a.m.
Grand Ballroom
Existing and emerging cyber risks threaten companies every day, and every company,
regardless of size and industry, is vulnerable. Is oversight of cyber risk a task that should fall
to a committee or is it a full board activity? What sources of information do directors need
to ensure they are effectively overseeing management’s response to cyber risk? What key
questions do directors need to be asking of management to ensure their company is prepared
for the full range of risks posed by a hyper-connected world? This session will examine
leading practices boards are employing to better prepare their companies for emerging risks.
Paul Calatayud
Director, Electronic Healthcare Network Accreditation Commission (EHNAC)
and NH-ISAC; Former Director of Information Security, United Health Group;
Chief Information Security Officer, Surescripts LLC
Erin Essenmacher
Director, Women in Film and Video, Gandhi Brigade;
Chief Programming Officer, NACD
Kathleen K. Starkoff
Chair-elect, Nominating and Governance Committee Chair, Flying Horse
Farms; President and CEO, Orange Star Consulting
9:10 a.m. – 9:25 a.m.
9:25 a.m. – 10:30 a.m.
Grand Ballroom
The resurgence of shareholder activism is requiring boards to seriously evaluate their
preparedness in responding to an increasing number of shareholder demands. These
frequently impact potential M&A transactions as well as necessitating the need to ensure
companies’ have sound corporate governance practices in place. Learn about best measures
for gauging if your company may be a potential target, best practices for related corporate
governance, and what other resources are available to directors as they navigate these issues.
Howard B. Brownstein
Director, P&F Industries; President, The Brownstein Corp.
Keith E. Gottfried
Partner & Shareholder Activism Defense Practice Leader, Morgan, Lewis &
Bockius LLP
D’Anne Hurd
Director, Pax World Funds, Peckham Industries Inc.; Chair, Monzite Corp.;
Former Lead Independent Director, Micronetics Inc. (NOIZ)
Timothy C. McQuay
Director, Superior Industries International Inc.; Chairman, Perseon Corp.
10:30 a.m. – 10:45 a.m.
10:45 a.m. – 12:00 p.m.
Grand Ballroom
While boards must be part of a company’s strategic planning process, the fundamental
question is how much should directors be involved and at what point in the process. As the
marketplace is being reshaped by new competitors, disruptive forces, and emerging
technologies, companies must be prepared to adjust their strategies on an as needed basis—
and directors must be engaged in that process more so than in the past. Based on findings
from the Report of the NACD Blue Ribbon Commission on Strategy Development, this
session will take a deep dive into why boards should reassess how they approach their role
in strategy, explore a framework for board engagement in strategic activities and processes,
and what management can expect from the board to support the overall strategy
development, execution and monitoring.
Rhys J. Best
Director, Commercial Metals Company, Trinity Industries Inc., Cabot Oil Gas
Corporation, and MRC Global
Paula H.J. Cholmondeley
Director, Terex Corp. and Dentsply International; CEO, The Sorrel Group
12:00 p.m. – 1:00 p.m.
Salon III
1:00 p.m. – 3:00 p.m.
Grand Ballroom
Serving as the lead director or key committee chair of the board is a tremendous amount of
responsibility and not one that should be taken lightly. These leaders must be objective,
skilled in relationship building and facilitating dialogue, and be willing to address tough
issues in a constructive manner. This overview will address the key components of effective
board leadership and serve as the introduction to lead director and key committee chair
training.
Carlos C. Campbell
Director, Resource America Inc. and Pico Holdings Inc.; President, Global 21
Director’s Room
The right leadership is critical to board effectiveness. Explore recommendations from
Report of the NACD Blue Ribbon Commission on The Effective Lead Director. Examine
ways in which you can enhance communication and performance across the board and
company, assuring board independence, courage, and effectiveness along the way.
Martin M. Coyne II
Director, RockTech; Chairman, CEO Learning Network; President and CEO,
NACD New Jersey Chapter
Stanley W. Silverman
Lead Director, Drummond Scientific, Femco Holdings LLC, Exocor Inc.; Vice
Chairman, Drexel University, Friends Select School; Chairman, Audit
Committee, Ben Franklin Technology Partners of Southeastern Pennsylvania
In line to become a committee chair? Learn directly from seasoned committee chairs on how
to get the most from the talent on your committee, what information to share with the full
board, how to establish a collegial committee environment and other leading practices.
Grand Ballroom
Paula H.J. Cholmondeley
Director, Terex Corp. and Dentsply International; CEO, The Sorrel Group
Vincent L. DiVito
Director, Chairman of the Audit Committee, Entertainment Gaming Asia;
Director, Elara Foodservice Disposables; Managing Director, Vincent L.
DiVito Inc.
Independence I
Marc R. Ullman
Partner and Lead Consultant, Meridian Compensation Partners LLC
Mary Beth Vitale
Director and Nominating and Governance Committee Chair, CoBiz Financial
Inc.; Former Chair of the Compensation Committee, Zynex, Inc.; Chair,
NACD Colorado/Wyoming Chapter; Founder, Pellera LLC
Independence II
Thomas G. Plaskett
Director, Signet Jewelers Ltd.; Chairman and CEO, Fox Run Capital
Associates
Steven R. Walker
General Counsel, Managing Director of Board Advisory Services, NACD
Director, ContractRoom
3:00 p.m.