ICGN 2012 Annual Conference and General Meeting
Rio, Brazil, 25-27 June
New Horizons: the emergence of a new Corporate Governance era (suggested)
Working draft @ 10 May 2012
MONDAY 25 June
08:00 – 09:00 Board Meeting (Ipanema )
07:30am – 9.00am – AMEC breakfast (Arpoador)
Connection day
Plenary session
09:00 – 10:00 Bridging communication gaps for effective director and shareholder engagement
Corporate company directors on the panel explaining their issues to senior level investors.
( Rio II&III room)
Pirelli (invited, Tina)
Companies presentations at conference room
1-2-1 Meetings at Companies’ suites
10:00 – 10:45 – Company 1- Pirelli
10:45 – 11:30 – Company 2
11:30 – 12:15 – Company 3
12:15 – 13:00 – Company 4
13:00 - 14:00 – ICGN Member Networking and Connection Day Lunch
14:00 – 14:45 – Company 5
14:45 – 15:30 – Company 6
15:30 – 16:15 – Company 7
Plenary session
16:15 – 17:15 Shareholder responsibilities and long term investment strategies
Senior level investors on the panel responding to corporate company directors in the audience.
( Rio II&III room)
Michelle Edkins, BlackRock (to invite, Sandra)
AMEC (Mauro Cunha)
Grandmont, RenatoManaging Director & Chief Investment Officer, Citi Wealth Management Latin
America – Citigroup (suggested, Sandra)
PREVI, Manuel, Isaza, Hermes, CAF - Corporación Andina de Fomento (for the Andean region), IFC Brazilian office, Capital Group
Gerard Noonan, President, Australian Council of Superannuation Investors (suggested)
Karina Litvack, F&C suggested)
Mike Lubrano / Peter M (suggested)
ICGN committee meetings
10:00 - 11:00
Remuneration Committee (Botafogo)
Director and Shareholder Dialogue Committee (Lagoa)
Finance Committee (Ipanema )
11:00 - 12:00
Nominating Committee (Lagoa)
Shareholder Rights Committee/ Cross Border Voting Practices Sub Committee
(Botafogo)
Integrated Business Reporting Committee (Arpoador)
ICGN Foundation Meeting (Ipanema )
12:00 - 13:00
ICGN Awards Committee (Arpoador)
2013 ICGN Annual Conference, NYC Planning Committee (Botafogo)
Bylaws and Procedures Committee (Ipanema )
13:00 - 14:00
ICGN Member Networking and Connection Day Lunch
14:00 - 15:00
Business Ethics Committee (Arpoador)
Shareholder Responsibilities Committee (Botafogo)
Accounting and Auditing Practices Committee (Lagoa)
Membership Committee (Ipanema )
15:00 - 16:00
Country Correspondents (Botafogo)
TCRO meeting (Lagoa)
ESG Integration project (Ipanema )
Welcome Reception
18:30 onwards Transportation to Rio Scenarium / drinks at the Sofitel
TUESDAY 26 June
Opening Session
07:30 – 08:30
Scholars breakfast (meeting)
Sponsored breakfast (Foyer)
Press conference (Arpoador)
08.30 - 08:45
Welcome to ICGN Rio (Rio I, II & III room)
Christianna Wood, Chairman, International Corporate Governance Network
08.45 – 09.15
Keynote interview
Roque Benavides, Chairman & CEO, Cia de Minas Buenaventura (confirmed, Sandra)
Interviewed by Karina Litvack, Director, Head of Governance & Sustainable Investment, F&C
Management Limited, UK (confirmed, Mike)
Session 1
09.15 – 10.15
Beyond Compliance – The next level for Corporate Boards (Rio I, II & III room)
Holly Gregory and John Wilcox to champion
As corporate governance rules and disclosure requirements have expanded in many jurisdictions,
boards of directors are facing new levels of scrutiny on every aspect of their role: business strategy,
risk oversight, management assessment, succession planning, remuneration, ethical standards,
sustainability and long-term goals. Both regulators and shareholders are asking for greater
boardroom transparency and more detailed explanations from directors about how they are exercising
independent judgment in the fulfillment of these responsibilities. This panel of directors, board
advisors and institutional investors will discuss from diverse global perspectives how boards are
dealing with these challenges while fulfilling their compliance obligations and engaging constructively
with shareholders.
Roque Benavides, Chairman & CEO, Cia de Minas Buenaventura (confirmed, Sandra)
Armínio Fraga, Founding Partner, Gavea Investimentos Ltda. Chairman of the Board, BM&FBovespa,
Brazil (confirmed, Sandra)
David Frick, Member Executive Board Nestlé S.A., Switzerland (confirmed, Carl)
Moderator: Sandra Guerra, Principal, Better Governance, Brazil
Chairwoman, IBGC - Insituto Brasileiro de Governança Corporativa (confirmed, Tina)
Klaus Peter Müller, chairman of Commerzbank and head of the German corporate governance
commission (suggested, Florian)
Manfred Gentz, former CFO of Daimler and former chairman of Deutscher Börse and Zürich Financial
(suggested, Florian)
Rolf Breuer, former CEO and subsequently chairman of Deutsche Bank and former chairman of
Deutscher Börse (suggested, Florian)
Luiz Carlos Passetti, Position, Service Line: Partner, Assurance Services, Ernst & Young Office: Sao
Paulo, Brazil (self suggested)
10:15 – 10:45
Refreshments(Foyer)
Session 2
10:45 – 12.00 Concentrated ownership vs dispersed ownership Mike Lubrano to
champion (Rio I, II & III room)
In “The Elusive Quest for Global Governance Standards”, Harvard Law School Professor and ICGN
Special Achievement Award winner Lucian Bebchuk highlighted the importance of the pattern of
corporate ownership in determining what protections investors should look for in the governance of
the firms in which they invest. Companies with and without a dominant controlling shareholder (or
shareholder group) present very distinct manifestations of the principal-agent problem. This session
examines the challenges of concentrated vs. dispersed ownership from the perspective of the agents
– controllers, directors and management.
 How does the approach of those in control of the reins of the firm to issues of critical
importance to shareholders differ depending on the ownership structure?
 What changes should investors be looking for as companies move from one pattern to
another?
Participants in this session include the CFO of a company that has progressively moved from
concentrated to dispersed ownership, an experienced director who has served on the boards of
companies with both patterns of ownership, and the controlling shareholder (and director) of an
important industrial group.
Overview of a company that is transferring from closely held to dispersed ownership. André Covre,
CFO, Ultrapar, Brazil (confirmed, Sandra)
Concentrated ownership pattern: Andrea Grobocopatel, Vice President, Grupo Los Grobo, Argentina
(confirmed, Mike)
Dispersed ownership pattern: Adalberto Palma, Executive President, Association of Mexican
Financial Institutions, Mexico (confirmed, Mike)
Moderator: Stephen Harold Dover, Managing Director, International Chief Investment Officer,
Franklin Templeton Investments, USA (confirmed, Mike)
12.00 – 12.45
Keynote (Rio I, II & III room)
Michael Woodford by video link (confirmed, Christy)
Lunch and Topical Networking Breakout Sessions
12:45 – 14:00 (Copacabana & Flamengo room / Clarabola room/ Varanda room)
The Governance of Institutional Investors
Concentrated ownership vs dispersed ownership
Family owned companies in the global competitive arena
Rio I,II, III
14:00 – 14.30 Keynote – The path to corporate governance (suggested, topic)
Maria Helena dos Santos Fernandes de Santana, Chair, CVM, Brazil (confirmed, Sandra)
Session 3
14.30 – 15.30
State owned companies Carol Hansell to champion (Rio I, II & III room)
State-owned enterprises, which pursue a mixture of commercial and non-commercial objectives,
include some of the largest companies in the world. Historically, SOEs have performed poorly. This
may be explained in part by the fact that some SOEs have had to sacrifice performance enhancing
decisions in favour of decisions that support government priorities. In recent years, many
governments in developed and emerging markets have pursued wide-ranging reforms in a bid to
improve the oversight, management, and performance of SOEs. To help investors evaluate the
opportunities and risks of investing in publicly-listed SOEs, this session will take stock of recent
reforms and discuss how best to address persisting as well as new challenges.
Zhang Zhengjun, Senior Research Fellow, Development Research Centre of the State Council, China
(confirmed, Carl)
Michael Penfold, Public Policies and Competitiveness Director, CAF (confirmed, Carol)
Luiz Fernando Rolla, CFO/IR, CEMIG, Brazil (invited, Sandra)
Moderator: Simon Wong, Partner, Governance for Owners LLP, UK (confirmed, Carl)
Phil Armstrong (suggested, Kerrie, Tina, Simon)
15:30 – 16:00
Refreshments
Session 4
16.00 – 17.15
Breakout sessions
1. Integrated reporting and the work of the IIRC Christy confirmed champion
(Copacabana room)
Integrated Reporting is quickly becoming the vision for the future of mainstream corporate
reporting encompassing both sustainability and financial reporting. Our moderator and
provocateurs will lead a lively discussion involving the who, what, when, where, and why of
integrated reporting.
Provocateur – Ernst Ligteringen, Chief Executive, Global Reporting Initiative, The Netherlands
(confirmed, Christy)
Provocateur - Steve Waygood, Head of Sustainability Research and Engagement, Aviva
Investors, UK (confirmed, Christy)
Moderator – Anne Simpson, Senior Portfolio Manager, Investments and Director of Corporate
Governance (confirmed, Anne)
2. Social media Stephen confirmed champion (Rio I, II & III room)
Investors and corporate boardrooms alike increasingly see social media as a channel for
advancing goals as well as a risk to manage. This breakout will cover:
 how companies use social media war rooms to combat viral threats to reputation
 skills and structure needed in boardrooms to oversee social media
 lessons from investor successes in ESG using social media
 performing a social media audit
 What should be in a company's and an investor's social media toolkit
Provocateur Investor – Santiago J.D. Chaher, Managing Director, Cefeidas Group, Argentina
(confirmed, Stephen)
Provocateur Corporate – Fay Feeney, CEO, Risk For Good, USA (confirmed, Stephen)
Moderator – Stephen Davis, Executive Director of Yale University School of Management’s
Millstein Center for Corporate Governance and Performance & Lecturer, USA (confirmed,
Stephen)
3. Does comply / explain work across the world? Phil confirmed champion (Flamengo room)
Since the advent of the Cadbury Code in the early '90s, so-called voluntary codes of
corporate governance have rapidly evolved and now exist in some 70 countries across the
globe. The inherent flexibility of codes has made them a popular regulatory instrument,
particularly in emerging markets, to build awareness of corporate governance best practices
among companies, investors and other relevant parties. This is predicated on a series of
functional market instruments and interventions such as the role of active investors, well
informed business media, effective enforcement mechanisms, etc. Not all these conditions
are necessarily present in many of the markets around the world and consequently, there is a
certain disappointment in this market mechanism. This, therefore, raises a number of
imponderable dilemmas around the effectiveness of so-called voluntary measures as
opposed to the alternative option of more rigid and prescriptive mandatory legislation and
regulation.
 The question is whether there is a middle ground?
 Or is it simply a choice of opposing options?
 How does this inform current discussions around the world in the wake of the global
financial crisis?
 What other measures could make codes more effective? What role can or should
institutional investors play?
Provocateur - Carlos Barsallo, Director of Risk, Ethics & Independence, Deloitte, Inc.,
Panama (confirmed, Phil)
Provocateur – Peter Montagnon, Senior Investment Advisor, FRC, UK
(confirmed, Phil)
Moderator – Colin Melvin, Chief Executive Officer, Hermes Equity Ownership Services
Ltd.UK (confirmed, Phil)
Other ideas - YRK Reddy, India / Bernard Black of Northwestern in Chicago or Ricardo Leal
in Brazil
David Couldridge, Investment Analyst, South Africa, (suggested, Phil)
4. Sovereign Wealth Funds. Sovereign Wealth Funds continue to build up assets and new ones
are being started. How much are they invested in equities and how interested are they in
corporate governance? Do they follow the “Santiago Principles” about transparency that was
set up by themselves in 2008?
Carl confirmed champion (Botafogo room)
Provocateur - Charles Lee, Research Director, North Asia, Managing Director, ACGA
Regional Briefing, Hong Kong (confirmed, Carl, Tina)
Provocateur – NBIM (to invite, Carl)
Moderator: Carl Rosen, Executive Director, ICGN, UK (confirmed, Tina)
Other ideas - S&P (suggested, Karina)
Eric Parrado, former International Finance Coordinator and Advisor to the Minister of Finance
Former Manager of the Chilean Sovereign Wealth Funds (suggested, Mike)
Gala dinner
18:00 onwards Transportation to Ação Cidadania / Rio Scenarium
WEDNESDAY 27 June
8.30am – 9.30am Education Focus Group (Lagoa) – PRIVATE (Ipanema )
08:30 – 09:00 Keynote
Session 5
09.00 – 09.45
Breakout sessions report back (Rio I, II & III room)
Moderator: Simon Osborne, Chief Executive, Institute of Chartered Secretaries and Administrators,
UK (confirmed, Tina, Carl)
Session 6
09.45 – 11.00
III room)
The Governance of Institutional Investors Stephen Davis to champion (Rio I, II &
Shareowners worldwide face unprecedented scrutiny and questioning of their own legitimacy as
market participants. After years of advocating advances in corporate governance, they are
increasingly being asked to meet higher standards of accountability and transparency in their own
governance. What are the cutting-edge ways in which institutions can respond? The panel will cover:
 Aligning the interests of beneficiaries with agents
 New perspectives on fiduciary duty
 How to pay asset managers for long term performance
 Getting fund board governance right
Catherine Howarth, CEO, Fairpensions, UK (confirmed, Stephen)
Eliane Lustosa – Partner, Triscorp Investments. Former Investment Director of Petros (Petrobras
pension fund), Brazil (confirmed, Tina)
Jon Feigelson, SMD, General Counsel & Head of Corporate Governance, TIAA-CREF, USA
(confirmed, Stephen)
Moderator:
Keith Ambachtsheer, Director, Rotman International Centre for Pension Management, Adjunct
Professor of Finance, Rotman School of Management, University of Toronto, Canada
(confirmed, Stephen)
11:00 – 11:30
Refreshments
Session 7
11.30 – 12.45 Family owned companies in the global competitive arena Eliane Lustosa to
champion (Rio I, II & III room)
This session will discuss family-owned companies experience and challenges. Key drivers of
success, tensions and conflicts. Governance solutions designed to address investor concerns related
to family ownership. Succession planning: inter-generation rivalry and preference for family members
over external candidates. Main strategic issues: top professional management involved or family
council decision. Other critical issues related to governance challenges experienced by the panel
speakers.
Christian Spremberg, Partner, Egon Zehnder International, Brazil (confirmed, Carl) to present and
moderate (Carl, to follow up)
Luis Felipe Carvajal, Director of the Family Council, Carvajal, Columbia (confirmed, Sandra)
Roberto Civita, Chairman and Editor-in-Chief, Abril Group, Brazil (confirmed, Eliane)
Gerardo de Nicolas , Chief Executive Officer of Homex (invited, Mike, Sandra)
Valerie Mars, Mars, Inc., USA (invited, Christy)
April Chan, Company Secretary for CLP Holdings in Hong Kong (suggested, Jamie)
Other ideas: Rami F Makhzoumi CG Chair American University of Beirut (suggested, Stephen)
Roberto S. de Lacerda , Advisory Services Partner , EY, São Paulo – Brazil (self suggested)
Session 8
12.45 – 13:15 Closing keynote (Rio I, II & III room)
Presidente Dilma Roussef, (invited, Previ, Sandra)
Natura, Chairman,Pedro Passos (invited, Sandra) or CEO
Damon Silvers AFL-CIO (available, Carl, Tina)
Ideas: Pavan Sukhdev is McCluskey Fellow, 2011, at Yale University (suggested, Stephen)
Farewell Session
13:15 – 13:30
Closing Remarks and Thanks
Introducing 2013 ICGN NYC Annual Conference
Jon Feigelson, SMD, General Counsel & Head of Corporate Governance, TIAA-CREF, USA
13:30 - 14:45 Lunch and Topical Networking Breakout
(Copacabana & Flamengo room / Clarabola room/ Varanda room)
Social Media
The next level for Board of Directors beyond compliance
Does comply / explain work across the world?
Post-conference activities
14:45 - 16:45
16:45 – 17:15
17:00 – 19:00
19:30 - 21:00
ICGN 2012 Annual General Meeting
Refreshments (tbc)
ICGN Board Meeting
Board Dinner
Sessions
Speaker suggestions
Mariela Fabbri, Peru
CAF (Andean Finance Corporation) speaker (suggested, John)
Carlos Slim (suggested, Andre)
Sandra suggested Ram Charan , Jay Lorsch, Martin Hilb and David Nadler.
CFO of Ecopetrol, Ecopetrol, Adriana Echeverry. (Colombia) (suggested, Karina)
CCR (suggested, Karina)
Lojas Renner (suggested, Karina)
Brasil Foods (suggested, Karina)
Previ or another big Brazilian pension fund (suggested, Karina)
Pension fund regulator from Chile (suggested, Karina)
Company ideas - CPLF, Embraer, Bematech, , Fleury (all Brazilian) Ferreyros and Grãna Y Montero
(Peru) Argos, Bancolombia, (Colombia), Homex (Mexico) and two non listed that have superior
practices of CG, sometimes even better than listed companies: Algar (Brazil) Carvajal (Colombia)
José Antonio Batista de Moura Ziebarth (self suggested) Nicolas Veron (suggested, Andre)
Bolsa Verde do Rio de Janeiro and led by a former UK-based entrepreneur and carbon trader, Pedro
Moura Costa (suggested, Karina) A sponsored breakfast?
Alexandre Tombini – president of Central Bank of Brazil
Henrique Meirelles – former president of Central Bank of Brazil and FleetBoston Financial
Alex, head of REP, PGGM
Peter Deans self suggested Strategy Development, Risk Management and the Board – Best Practice
/ Risk Management and Governance – the Australian Experience.
Pierre Henri Leroy, Proxinvest, France