Essentials Seminar Agenda

Wednesday, January 31, 2018


8:30 - 8:40 am
Welcome & Introductions

8:40 - 9:25 am
Fundamentals of Corporate Governance
  • What is Corporate Governance?
  • Corporate Entity Types and Share Structures
  • Overview of Fiduciary Duties
  • What Constitutes Good Governance?
  • Key Regulators and Standard Setters
9:25 - 10:25 am
Internal Sources of and Limits on Governance Authority
  • State Law
  • Articles of Incorporation and Bylaws
  • Listing Exchange Standards
  • Resolutions and Consents
  • Delegations of Authority
  • Committee Charters
  • Codes of Conduct
  • Board and Corporate Policies
10:25 - 10:45 am
Refreshment Break
10:45 - 11:45 am
Board Responsibilities, Structure & Process
  • Responsibilities
  • Fiduciary Duties, Liability & Business Judgment Rule
  • D&O Insurance
  • Board Structure and Process
  • Composition and Independence
  • Orientation and Continuing Education
  • Director Compensation
  • Self Evaluation
11:45 am - 12:30 pm
Board and Committee Meetings
  • Scheduling & Calendar
  • Agendas
  • Presentations and Coaching
  • Logistical Support
  • Strategy Retreats or Offsites
  • Use of Technology
  • Executive Sessions
12:30 - 1:50 pm
Lunch

My Life As A Corporate Secretary/Society Update

2:00 - 2:30 pm
Preparation of Board Materials
  • What is in the “Board Book”
  • Preparation Timeline
  • Approvals
  • Executive Summaries
  • Mailing and/or Utilizing the Board Portal
2:30 - 3:30pm
Corporate Entity Management
  • Benefits of Subsidiaries
  • Business Need
  • Legal Entity Types
  • Governing Documents and Filings
  • Directors and Officers
  • Joint Ventures
  • Corporate Separateness/Piercing the Veil
  • Dissolution
3:30 - 3:50 pm
Refreshment Break
3:50 - 5:15 pm
Records Management, Privacy & Cybersecurity
  • Developing a Records Management Retention Policy
    • Type of records, location, and length of time to retain
    • Training
  • Handling Electronic records
  • Personally Identifiable Information
  • Privacy Risks and Policies
  • Encryption and Mobile Devices
  • Litigation Holds & Compliance
  • Incident Preparedness
  • Disclosure Controls & Procedures for Cyber Risks
  • Insurance
5:15 - 6:30 pm
Networking Reception

Thursday, February 1, 2018

8:20 - 8:30 am
Welcome
8:30 - 9:20 am
Enterprise Risk Management for the Corporate Secretary
  • Importance of ERM
  • Risk Categories
  • Board or Committee Oversight
  • Required Risk Disclosures
  • New Audit Committee Rules
  • The State of Sarbanes Oxley
9:20 - 10:10 am
CONCURRENT PANELS
I. ESG Reporting & Disclosure
  • Defining “Stakeholders” & “Corporate Social Responsibility”
  • Sustainable Investment
  • CSR Shareholder Activism
  • UNPRI & UN Global Compact
  • Legislative & Regulatory Interest
  • Environmental Disclosure, including GRI, SASB, CDP
  • Best Practices in Sustainability Disclosure
II. Staffing the Corporate Secretary’s Office
  • Key Considerations
  • Staffing & Internal Business Partners
  • Leveraging External Resources
  • Essential Tools
10:10 - 10:30 am
Refreshment Break
10:30 - 11:30 am
CONCURRENTS PANELS
I. Regulation & Disclosure Overview
  • Regulators: Overview of SEC and Listing Exchanges
  • Compliance with SEC Regulations and Listing Standards
  • Periodic Reports on Form 10-Q and 10-K
  • Current Reports on Form 8-K
  • Litigation, Loss Contingencies, and MD&A
  • Disclosure Committees
  • Controls and Certifications
II. Private Companies: Board Oversight Role
  • Board Committees
  • Board Composition and Recruitment
  • Best Practices for Successful Board Meetings
  • Board Assessment and Dispute Resolution
  • Minority Shareholders
  • Relations with Shareholders
11:30 am - 1:00 pm
Lunch

"Selling Corporate Governance to Your Internal Stakeholders"

1:00 pm - 2:00 pm
Concurrent Panels
I. Know Your Shareholders
  • How to Identify Your Shareholders
  • Developing a Shareholder Communication and Outreach Plan
  • Dealing with Shareholder Proposals
  • SEC No Action Process
  • Investor and Proxy Advisor Perspectives
II. Private Companies: Governance & Compliance Challenges
  • Responsibilities of a Private Company Corporate Secretary
  • Compliance in Private Companies
  • Handling Significant Transactions
  • Developing Board and Governance Practices
  • Boardroom Challenges         
  • Compensation
  • Strategy
2:00 - 3:00 pm
Concurrent Panels
I. Drafting the Proxy
  • Proxy and Annual Meeting Requirements
  • Timeline and Responsibilities
  • Key Governance Disclosures
  • Compensation Disclosures
  • Solicitation Materials and Notice & Access
II. Private Companies: Managing Conflicts of Interest
  • Interested Family Members
  • Private Equity Interests
  • Obtaining Approval by Disinterested Directors
  • Legal and Practical Compliance Tips
3:00 - 3:20 pm
Refreshment Break
 3:20 - 4:20 pm
Concurrent Panels 
I. Annual Meeting Logistics & Best Practices
  • Goals and Priorities for the Meeting
  • Meeting Format:  In-Person, Virtual or Hybrid
  • Meeting Site Selection, Room Set Up, Audio Visual Needs
  • Agenda, Meeting Script, Rules of Order
  • Security, Staffing and Admission Requirements
  • Handling Disruption
  • Tabulating the Vote and Reporting Results
II. Private Companies: Succession Planning
  • Board and Executive Searches
  • Influence of Private Equity Firms
  • Transition in Family-Owned Companies
  • Operational Challenges
4:20 - 5:30 pm
Taking Minutes
  • Purpose
  • Required Elements
  • Form/Style
  • Protecting Privilege
  • Draft and Review Process
  • Draft Destruction/Director’s Notes and Copies
  • Access to Minutes and Draft Minutes
  • Storing and Preserving Minutes
5:30 - 7:00 pm
Networking Reception

Friday, February 2, 2018

8:05 - 8:15 am 
WELCOME
8:15 - 9:15 am
Board Refreshment
  • Regulatory Requirements
  • Frequency
  • Conducted by whom?
  • Board evaluation
  • Design Considerations
  • Should you disclose your process?
9:15 - 10:15 am
CONCURRENT PANELS
I. Regulation & Disclosure Part II
  • Reg FD
  • Reg G
  • Insider Trading Policies
  • Section 16 Compliance
    • Forms 3, 4 and 5
    • Form 144
    • Schedule 13D/G
    • Form 13H
  • 10b5-1 Plans
II. More Minutes: Special Situations
  • Drafting Resolutions and Consents
  • Documenting Executive Sessions
  • Minutes in the M&A Context
  • Handling Dissents and Conflicts of Interests
  • Lessons Learned/Q&A
10:15 - 10:30 am
Refreshment Break
10:30 - 11:15 am
CONCURRENT PANELS
I. D&O Questionnaires & Related Party Transactions
  • D&O Questionnaire Process and Content
  • Conflicts of Interest
  • RPT Analysis and Reporting
II. Activism Basics
  • Overview of Types of Activists
  • Strategies for Handling
  • Serving the Activist on Your Board
11:15 am - 12:00 pm
CONCURRENT PANELS
I. Hot Topics
  • What Will My Directors Ask?
  • Pay Ratio
  • Cybersecurity/Employee Relations/Diversity
  • ESG Ratings
II. Overview of Equity Compensation Plans
  • Types of equity awards: stock options, restricted stock, performance shares
  • Basic characteristics and advantages/disadvantages of each type
  • Federal tax consequences & accounting treatment
  • What shareholders expect to see in a plan
12:00 pm
Adjourn and Buffet Lunch