2010 SUMMIT AGENDA
DAY 1: Thursday, September 30, 2010
8:15am – 8:30am | WELCOME
Michael Knetter, Albert O. Nicholas Dean, Wisconsin School of Business; Vice Chancellor for Advancement, UW-Madison; Board member, American Family Insurance, Wausau Paper, Neuberger Berman Funds, and Northwestern Mutual Series Fund
8:30am – 9:45am | THE ROLE OF THE BOARD
Anyone who once believed that the pressure on Boards would abate once stock prices started rising again now knows the truth. Stock prices are up significantly, but the pressure on Boards is higher than ever. A new reality has emerged, in which government intervention, institutional investor pressure, and populist sentiment appear to be here to stay. The ground continues to shift beneath our feet and decisions that were seen as perfectly reasonable 24 months ago are now being called into question. This panel discussion, featuring experienced Board members, will explore these issues and others.
Moderator: Michael Knetter, Albert O. Nicholas Dean, Wisconsin School of Business; Vice Chancellor for Advancement, UW-Madison; Board member, American Family Insurance; Wausau Paper; Neuberger Berman Funds and Northwestern Mutual Series Fund
Nancy May, President & CEO, The BoardBench Companies LLC; Board member, Girl Scout Council of Connecticut and the Connecticut Venture Capital Group-Stamford
Davey Scoon, Chair of the Board of Trustees, Allianz Mutual Funds; Chair of the Board, Tufts Health Plan; Audit Chair, AMAG Pharmaceuticals
Gail Lione, President of The Harley-Davidson Foundation; former EVP, General Counsel, Secretary, and Chief Compliance Officer, Harley-Davidson, Inc.; Board member, Sargento Foods and a number of nonprofit organizations
Lori Cross, President and Founder of Mind Span Consulting; Adjunct Professor, Wisconsin School of Business; Board member, Ahlstrom Corp., Wall Family Enterprise, Electrosonics Oy, NeuroMatrix, and M3Business Solutions
9:45am – 10:00am | BREAK
10:00am – 11:00am | THE BOARD’S ROLE IN STRATEGY, M&A, AND RESTRUCTURING
Corporate restructuring activity at this point is on two decidedly different tracks. For one group of companies-those with cash and strong balance sheets-the world seems full of opportunities to acquire capabilities at prices that still seem attractive, and the Board has the opportunity to discuss the Company's strategy and the merits of various approaches to achieving the key strategic objectives. For others, the continuation of the economic downturn has left them in a vulnerable place, but having an agreed to strategy is important even in distress situations. As has always been the case, the Board plays a very important role in setting strategy, as well as in determining whether to pursue acquisitions and other corporate restructuring. In this session, a panel made up of veteran board members and advisers will share their experiences and answer audience questions regarding how the Board needs to operate in these situations.
Moderator: Dennis F. Connolly, shareholder of the Securities Law Practice Group of Godfrey & Kahn, S.C.
Michael R. Costa, former Senior Managing Director, Merrill Lynch; Board member, Scripps Networks Interactive; member of the Board of Trustees and Chairman, Investment Committee, Dean College
Matthew A. Mazzucchi, Managing Director and member of the Financial Restructuring Group of Houlihan Lokey
Lou Hughes, Chairman and CEO, GBS Laboratories; Chairman, Maxager Technology; Board member, Akzo Nobel, ABB, MTU, Sulzer, and Electrolux
Nina Henderson, former Corporate Vice President of Bestfoods; Board member, AXA Financial, Inc., Del Monte Foods Co., Pactiv Corp., Royal Dutch Shell; Trustee, Drexel University
11:00am – 12:00pm | KEYNOTE SPEECH
Speaker TBA
12:00pm – 1:30pm | LUNCH
1:30pm – 2:30pm | AUDIT COMMITTEE AND RISK MANAGEMENT ISSUES
The financial issues facing companies and their audit committees are well beyond the compliance activities on which Boards and management teams have focused in recent years. While senior financial executives and audit committees spent their time complying with Sarbanes- Oxley, a whole new set of company-specific issues emerged. Does the company have sufficient cash to operate through a prolonged economic contraction? Can the existing line of credit be relied upon? Is our dividend sustainable? Are we taking risks that will not show up on the balance sheet or the income statement until it is too late? Our experienced panel will discuss the risks that should be at the top of your audit committee agenda and how to best address them.
Moderator: Steve Wagner, Retired Managing Partner, U.S. Center for Corporate Governance, Deloitte & Touche, LLP
Bing Shen, Consultant, Morgan Stanley Asia Ltd.; Director, Far Eastern International Bank of Taiwan; Chairman, Audit Committee, CTCI Corporation; Board member, Delta Networks, Inc.; Audit Committee, The Taiwan Fund, Inc.
Larry Rittenberg, Ernst & Young Professor of Accounting, Wisconsin School of Business; Board and Audit Committee member, Woodward Governor; Audit Committee member, Petro China; Chair, Committee of Sponsoring Organizations of the Treadway Commission (COSO)
David F. Walker, Chairman, Audit Committee, Chico’s and CommVault Systems; Chairman, Compensation Committee, Technology Research
Howard Carver, retired Office Managing Partner, Ernst & Young LLP; Chairman, Audit Committee, Assurant, Inc.; Board member and Audit Committee member/Chair, StoneMor Partners LP and several nonprofits
2:30pm – 2:45pm | BREAK
2:45pm – 4:00pm | COMPENSATION COMMITTEE ISSUES
The volatility of today’s environment has Compensation Committees struggling to make decisions in many areas that were once taken for granted. Are the 2010 incentive plan goals too hard or too easy? Will stockholders approve a new authorization of stock options, or will we have to use cash instead? Do our compensation programs reward executives for taking risks, and is that a good thing or a bad thing? And is hiring a big consulting firm to provide the Committee with advice going to be a reason to be criticized? All of the various players (the federal government, institutional investors, unions, etc.) have all been very busy in the last year, and things are more complicated than ever. This experienced panel will help you to make sense of it all.
Moderator: Jim Woodrum, Associate Dean, Enterprise MBA Program, Wisconsin School of Business; Board member and Compensation Committee Chair, Packaging Corporation of America
Bruce Ellig, former head of HR, Pfizer; author of several books on compensation
Jill Kanin-Lovers, former SVP Human Resources, Avon Products, Inc.; Board member, Dot Foods and Heidrick & Struggles
Lecia Johnson, shareholder of the Tax and Benefits Group, Godfrey & Kahn
Fran Taylor, former EVP, Bank of America; Compensation Committee Chair, TomoTherapy, Inc.
Neil S. Novich, Chairman of the Compensation Committee, W.W. Grainger, Inc.; former Chairman, President, and CEO of Ryerson, Inc.; Board of Directors, Hillenbrand; Board of Advisors, multiple technology and non-technology based startups; member, Professional Risk Managers International Association, Chicago Council on Global Affairs, and the National Association of Corporate Directors
4:00pm – 5:00pm | 2011 PROXY SEASON PREVIEW
In this session, Pat McGurn will go through the latest RiskMetrics perspectives on the year’s most important governance issues. This session is usually both fast-paced and controversial, and this year will be no exception. At the end of his prepared remarks, Pat will be happy to give you the RiskMetrics perspective, so bring your most difficult questions!
Patrick McGurn, Special Counsel, RiskMetrics Group (RMG)/Institutional Shareholder Services (ISS)
5:15pm | COCKTAILS
6:30pm | DINNER AND SPEAKER
Bob Pozen, Senior Lecturer at the Harvard Business School and Chairman Emeritus of MFS Investment Management®; Board of Directors, Medtronic, Inc. and Bell Canada Enterprises; former Vice Chairman, Fidelity Investments
DAY 2: Friday, October 1, 2010
8:15am – 8:30am | INTRODUCTIONS
Lowell Robinson, former CFO/COO, MIVA; Director, Jones Apparel Group; former Board member, International Wire Group, Edison Schools, and Diversified Investment Advisors
8:30am – 9:30am | FACING A CRISIS? WHAT YOUR BOARD SHOULD KNOW
The number of companies in crisis seems to be at an all time high. Whether the crisis is financial, environmental, or a management issue, there are common themes in all crises. This session will better prepare Boards to manage through a crisis and its implications. The panel is made up of a group of Board members who have been there, helping their companies and fellow Board members manage their way through crisis. You used to think a major crisis would never happen on your Boards—you were too careful. Now, you are not so sure. Attending this session will help you be prepared just in case.
Moderator: Debbie Hassan, Partner, Deloitte & Touche; Member of the Women’s Business Development Center of Greater Philadelphia; former Treasurer and Finance Chair of The Pennsylvania Ballet Board
Harriet Edelman, former SVP and CIO, Avon Products, Inc.; former SVP, Global Supply Chain; Board member, Brinker International, Inc., Ariba, Inc., and the National Board of Directors of the Girl Scouts of the USA
Wendy Lane, former Managing Director, DLJ; former Board member, Tyco International; Board member, Laboratory Corporation of America, UPM-Kymmene, and Willis Group Holdings
Donna L. Weaver, Chairman of MxSecure, Inc.; former member of several public and private company Boards; Chair, Nominating and Corporate Governance Committee, and member of the Audit Committee, E*Trade Financial Corporation
9:30am – 9:45am | BREAK
9:45am – 10:45am | CASE STUDY
In this session, we will break into smaller groups of participants that will go through a case study, which will be “ripped from the headlines.” The session will be based on a real corporate governance situation, which will not be revealed until the discussion begins. Participants will work together to formulate the right approaches to dealing with the issue, with facilitation and debriefing from Wisconsin School of Business professors. This session promises to be engaging, challenging, and fun.
Mason Carpenter, Associate Dean for Enterprise MBA Programs and Professor of Management and Human Resources, Wisconsin School of Business
Wendy Lane, former Managing Director, DLJ; former Board member, Tyco International; Board member, Laboratory Corporation of America, UPM-Kymmene, and Willis Group Holdings
11:00am – 12:15pm | BUILDING A STRONG BOARD
The environment may be challenging, but there are some principles that stand the test of time. In this session, veteran Board members and governance experts will talk about important issues such as how to build the right environment where open and candid discussions can take place, how to deal with difficult or ineffective Board members, and how to find new Board members who can add value to the Board.
Moderator: Janice Reals Ellig, Co-CEO, Chadick Ellig; Chairman, YMCA of Greater NY; Board member, University of Iowa Foundation
Craig Matthews, former Vice Chairman, COO, and Board member, KeySpan Corporation; former President, CEO, and Board member, NUI Corporation; Board member, Hess Corp., National Fuel Gas, and Republic Financial Corp.
Robert Mettler, former President, Macy’s West Coast; Lead Director, Jones Apparel Group; Board of Directors, Stein Mart and Quicksilver
Debra Perry, former Senior Managing Director, Moodys Investor Service; former Board member, MBIA; Board member, Korn Ferry and Conseco
Faye Wattleton, Co-founder and currently President, Center for the Advancement of Women; former President, Planned Parenthood Federation of America
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