Please join us for KPMG's Spring Roundtable Series -Board Oversight of Corporate Culture - Plus Tax Cuts and Jobs Act Update - to explore the board can influence, monitor, and assess corporate culture, including: Selecting the right leaders; Setting the tone at the top; Assessing the mood in the middle and buzz at the bottom, where pressure for results can be most intense; Going beyond the statement of corporate values to understand whether there are any unwritten rules; Focusing on incentive compensation, hiring, firing, and promotion decisions and more.
Risks Posed by Disruptive Technologies: Lessons from CES (Consumer Electronics Show)
Board members must become aware of the numerous challenges, and potential opportunities, posed by what is an unprecedented wave of game changing technologies happening at the same time in order to meet their responsibilities to shareholders. Many of these disruptive technologies, driverless cars and trucks, AI, robotics, wearables, virtual reality, to name a few, were on display at this years' CES. CES offered more than just a glimpse into what is now being developed and what is coming that you need to be aware of as directors. We are fortunate to have at our breakfast program, a diverse panel of CEO's and board members who are on the front lines of dealing with these issues. The panel will be led by Erin Essenmacher, Chief Programming Officer, NACD, who attended CES and interviewed leading authorities on what our realities will be tomorrow morning, as well as the day after, and produced the very helpful NACD CESÂ® 2018 Experience videos.
NOTE: Non-Members this is an open event and will not count against the two and join requirement.
More than twelve years ago the New York Stock Exchange ruled that Boards of Directors should assess themselves annually to help improve their performance and to record the results in the proxy statement. This was a well-intentioned ruling and one which, to the best of our knowledge, has not harmed any company or Board of Directors. To the contrary, the results of this practice have proven how successful it is when properly conducted; but what if it is not? What is actually happening? Why are some Boards successful and others not? What criteria can be used to measure a Board's progress?
NACD New York has assembled some of the best practitioners in the Board Space. They will share their experiences and their observations of what works, what needs to change and what they believe the best practices going forward should be. We will hear their recommendations of how this annual tool should be practiced and learn the resulting benefits of a Board Assessment from the standpoint of:
- Helping Directors do their job
- Improving dialogue between Board and Management
- Getting the Business Model right and doing real Succession Planning
- Board Director Succession, including diversity
- Peer-to-Peer Evaluation; How Directors can add more value to the Board
- Selecting the Board Leader
- Replacing a Director who no longer contributes
- Selecting the ideal Committee Members
- Involving Management in the Board Assessment Process
Cyber risk is a perennial topic of discussion in the boardroom; there is a plethora of director education offerings and in boardroom exercises, and yet, the headlines reveal companies that are still ill-prepared to address the issues which arise in connection with cyber breaches.
Join us to learn from our panel of experts and directors about lessons learned and the latest leading practices for large and small companies and exchange perspectives with your director peers on "post-breach" strategies.
Colleen Theresa Brown, Partner, Sidley Austin LLP
Chris Inglis, Director, Huntington Bancshares, FedEx and KEYW, Retired Deputy Director, National Security Agency
Charlie Jacco, Principal, KPMG LLP, Cyber Security Services, US Financial Services Industry Lead
Badhri Parthasarathy,Senior Vice President and Chief Security Officer,Broadridge Financial Solutions, Inc.
Join us to hear our distinguished panel of private equity executives discuss the strategic, operating and governance factors that drive success at private equity-owned companies and how those factors enable PE portfolio companies to outperform their public and private company counterparts. Our panel will explain the critical lessons that public and private company directors can learn from the private equity playbook regarding achieving enhancing shareholder value through strategic positioning, compensation, director engagement and a "noses and fingers in" paradigm for engagement with management. The lessons learned may help you influence change in the boardrooms in which you sit.
Larry Benjamin, Senior Advisor, New Mountain Capital
Ken Hanau, Managing Director, Bain Capital Private Equity
Adam Suttin, Managing Partner, J.W. Childs Associates, L.P.
Richard DeRose, Managing Director, Houlihan Lokey Howard & Zukin's New York office
Culture is like Oxygen: It's critically important; it's everywhere; it's difficult to capture; and generally taken for granted unless and until it becomes a problem. Culture is the single strongest common thread among all major boardroom issues - from risk management to management succession and everything in-between.
Join our discussion with directors experienced in identifying red flags and overseeing successful culture transformations while hearing insights from this year's NACD Blue Ribbon Commission Report.
Lisa Gersh, CEO, Alexander Wang; Director, Hasbro Inc.
Dr. Bill Klepper, Management Professor and Academic Director, Columbia Business School
Corporations and their directors operate in an environment of significant litigation and regulatory enforcement risk.
This panel will discuss current issues that directors should be aware of to help them take actions to help protect the company and themselves from liability.
Topics to be discussed include:
- Oversight of Corporate Compliance Programs
- Oversight of Cybersecurity Risk
- Oversight of Internal Investigations
- Practices to Support Business Judgment Rule
- Protection of Transactions and Oversight Activity
- Identification and Handling of Potential Conflicts of Directors, Officers and Key Advisers
Steven Bierman, Partner, Sidley Austin LLP
Jack Jacobs, Senior Counsel, Sidley Austin LLP
Debra Perry, Non Executive Director, Genworth Financial, Assurant, Inc. and Korn Ferry International
Holly Gregory, Partner, Sidley Austin LLP
Does the intense scrutiny to which public companies are subject apply to not-for-profit entities? Being a director of a not-for-profit organization now carries with the honor of being an ambassador for the organization and possibly a donor, governance responsibilities which in many ways are identical to those of being a director of a public, for profit company. Indeed, as governance issues are becoming more complex and enforcement more rigorous in the public sector, the same issues are creeping into the governance requirements for directors of nonprofits of all sizes. Join our discussion of current developments on a range of issues including board composition, pay practices, cybersecurity and director responsibility.
Every Board of Directors is - among many other things - a social enterprise. As a "team", each Board needs to continually seek to find a way to balance, and get the most out of, the collective personalities and behavioral attributes of its members. The quality of Board members' interactions are crucial to Board success.
Join your director peers and seasoned experts for a unique simulation exercise to experience how boards can up their game in dealing with an unanticipated crisis. In this interactive workshop, you and other participating directors will act as the Board of Directors of a company with an evolving crisis. As the situation unfolds, you will have the opportunity to develop a strategy, craft responses, and evaluate preparedness. Directors, attorneys and financial communications crisis management specialists will guide the simulation and discuss the business, communications and legal ramifications of what directors decide to do each step of the way.
Directors appointed to a Board by an investor/shareholder need to balance their dual duties: as directors, they owe fiduciary duties to the company on whose board they sit, and the shareholders as a whole; at the same time, the investor/shareholder who appointed them did so with certain expectations of allegiance to the investor's agenda. When the interests of the investor/shareholder, on the one hand, and the company and its stockholders, on the other, diverge, these "constituency" directors can find themselves in potential conflicts of interest. Recent legal decisions in Delaware and other states - covering cases where either board majorities or blockholder directors have overstepped their bounds - have started to clarify the way that courts expect directors to proceed in navigating some of these sticky situations. Join our experienced panel as we discuss these issues and provide real world examples of how some have been able to recognize, avoid and resolve potential conflicts before they do harm.
Director selection and board composition is under scrutiny as never before. To stay ahead of the curve, today's high-performing boards work to keep director skill sets and processes top of mind and in tune with their companies' strategic needs. Succession planning, agenda setting, board-evaluation processes, and director-skills development programs all play a role in convening a board of directors who serve as a strategic asset of the company and make meaningful contributions to the long-term success of the enterprise.
With a host of financial accounting and regulatory changes ahead and increasing scrutiny of the audit committee by the SEC, this luncheon program will feature a discussion of SEC enforcement trends, significant accounting changes, and the economic and market forces that are impacting audit committee oversight of financial reporting risk. These are issues which need to be understood by all board members.