On March 6, 2018, the 2018 Corporate Governance Symposium took place which focused on “Governance Issues of Critical Importance to Board and Investors in 2018.”
John L. Weinberg Distinguished Speaker – Ed Garden, Chief Investment Officer and Founding Partner, Trian Fund Management L.P.
The John L. Weinberg Distinguished Speaker, Ed Garden, Chief Investment Officer and Founding Partner, Trian Fund Management L.P., was interviewed by Charles Elson, Director of the Weinberg Center. For more information, view the video.
Panel
A panel comprised of investors, directors, board advisors and a representative from ISS focused on the most critical governance issues in 2018. For more information, view the video regarding the panel.
Luncheon Conversation – The Honorable Karen L. Valihura, Justice, Delaware Supreme Court
The luncheon address was a conversation with The Honorable Karen L. Valihura, Justice, Delaware Supreme Court, interviewed by Peggy Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc. For more information, view the video.
The Weinberg Center recently hosted a discussion on the impact of Federal Reserve Board sanctions on the financial services industry and what boards at all financial services companies and all public companies need to know. Participating in the discussion were the following;
David Wright is Managing Director, Banking and Capital Markets at Deloitte & Touche LLP. In this role, he advises financial institutions on regulatory matters, with a particular focus on implementation of Dodd-Frank enhanced prudential standards as well as supervisory expectations for risk management. Prior to joining Deloitte, he served in numerous roles within the Federal Reserve in Washington D.C. and San Francisco over the span of 23 years. Prior to joining the Federal Reserve, he was Vice President at First Boston Inc.
Kim Hains is an independent Senior Advisor to Deloitte & Touche LLP. Kim most recently had a dual role at Bank of America, as both the global technology and operations, business controls executive and the enterprise non-financial regulatory reporting executive. In these roles, Kim was responsible for defining and deploying common risk management processes, tools, metrics, and learning curriculums, risk governance and reporting, and establishing enterprise-wide oversight of all non-financial regulatory reporting obligations. Kim helped redefine Bank of America’s Global Compliance function as a second line defense to ensure compliance across all lines of business.
Myron Steele is a Partner at Potter, Anderson & Corroon and is the former Chief Justice of the Delaware Supreme Court. Previously, he served as a Judge of the Superior Court and a Vice Chancellor of the Delaware Court of Chancery after eighteen years in private litigation practice. He has presided over major corporate litigation and LLC and limited partner governance disputes, and writes frequently on issues of corporate document interpretation and corporate governance.
Charles Elson, Director of the Weinberg Center, moderated the discussion. Professor Elson is also Edgar S. Woolard, Jr., Chair in Corporate Governance and Professor of Finance at the University of Delaware.
For more information about the impact of the Federal Reserve sanctions, including the complete bios of the discussion participants and additional materials, click to go to the Video Event page.
While the SEC’s recent focus on non-GAAP measures has garnered attention in the boardroom, it is only one example of increased attention from regulators and others, including shareholders, on the Board’s role in telling a company’s story through disclosure oversight and engagement.
This panel will explore:
Legal boundaries for directors: What is the fiduciary duty of the board in the oversight of disclosure?
Board best practices in the oversight of disclosure: How and when does the board become involved? What are the audit, compensation and governance committees’ roles? What is the role of the management disclosure committee? How does the audit committee interact with the management disclosure committee? What is the board’s oversight role in:
On-going regular company disclosures (e.g., 10-Ks, 10-Qs, 8-Ks, earnings releases)
When the board itself generates the information (e.g., board policies re diversity, director independence, board structure, CEO compensation, etc.)
Information where the board has a special level of responsibility (e.g., risk oversight, ESG, sustainability disclosures, MD&A trends)
When the disclosure itself is the substance (i.e., financial statements, non-GAAP)
The investor perspective: What do shareholders want to see from boards in their oversight of disclosure and in their own committee reports? Has the increase in investor and director engagement affected disclosure?
SEC Disclosure Effectiveness: What are the new administration’s priorities for the SEC’s Disclosure Effectiveness Initiative?
The participants include:
Eileen R. Cohen, Managing Director, US Equity, JPMorgan Asset Management
Robert Evans III, Chief of the Office of International Corporate Finance, Division of Corporation Finance, U.S. Securities and Exchange Commission
Margaret (Peggy) M. Foran, Chair of the Occidental Petroleum Compensation Committee; and Chief Governance Officer, SVP and Corporate Secretary, Prudential Financial, Inc.
Cynthia M. Fornelli, Executive Director, Center for Audit Quality
Douglas L. Maine, Limited Partner and Senior Advisor for Brown Brothers Harriman & Co.; Director, Audit Committee Chair, and member of the P&C Committee, Orbital-ATK Inc.; Director, Audit Committee Chair, and member of the N&G Committee, BroadSoft, Inc.; Director and member of the Audit and N&G Committees, Albemarle, Inc.
The Honorable John W. Noble, Partner, Morris James LLP; former Vice Chancellor, Delaware Court of Chancery
Sharon A. Virag, Vice President, Controller and Chief Accounting Officer, AETNA
John W. White, Partner, Corporate Department, and Chair of Corporate Governance & Board Advisory Practice, Cravath Swaine & Moore LLP
Moderator:Charles M. Elson, Director of the Weinberg Center, Edgar S. Woolard Chair in Corporate Governance, and Professor of Finance, University of Delaware
On October 24, 2017, the Weinberg Center co-hosted with the Center for Audit Quality a roundtable discussion, “Telling Your Company’s Story: The Board’s Role in Disclosure.”
While the SEC’s recent focus on non-GAAP measures has garnered attention in the boardroom, it is only one example of increased attention from regulators and others, including shareholders, on the Board’s role in telling a company’s story through disclosure oversight and engagement. The roundtable explored: legal boundaries for directors; board best practices in the oversight of disclosure; the investor perspective; SEC Disclosure Effectiveness. The participants included:
Eileen R. Cohen, Managing Director, US Equity, JPMorgan Asset Management
Robert Evans III, Chief of the Office of International Corporate Finance, Division of Corporation Finance, U.S. Securities and Exchange Commission
Margaret (Peggy) M. Foran, Chair of the Occidental Petroleum Compensation Committee; and Chief Governance Officer, SVP and Corporate Secretary, Prudential Financial, Inc.
Cynthia M. Fornelli, Executive Director, Center for Audit Quality
Douglas L. Maine, Limited Partner and Senior Advisor for Brown Brothers Harriman & Co.; Director, Audit Committee Chair, and member of the P&C Committee, Orbital-ATK Inc.; Director, Audit Committee Chair, and member of the N&G Committee, BroadSoft, Inc.; Director and member of the Audit and N&G Committees, Albemarle, Inc.
The Honorable John W. Noble, Partner, Morris James LLP; former Vice Chancellor, Delaware Court of Chancery
Sharon A. Virag, Vice President, Controller and Chief Accounting Officer, AETNA
John W. White, Partner, Corporate Department, and Chair of Corporate Governance & Board Advisory Practice, Cravath Swaine & Moore LLP
Moderator:Charles M. Elson, Director of the Weinberg Center, Edgar S. Woolard Chair in Corporate Governance, and Professor of Finance, University of Delaware
For more information about the program and to see the program materials, go Here.
9:10 AM – Keynote Address: Andre Bouchard, Chancellor of the Court of Chancery
9:30 AM – Panel: The Purpose of the Delaware Corporation (Chief Justice Leo E. Strine, Jr., Professor Elizabeth Pollman, Frederick Alexander, Professor Steven Bainbridge, Professor Lyman Johnson, Norman M. Monhait)
11:30 AM – Panel: The Court of Chancery: At the Human Level (Judge Abigail LeGrow, Vice Chancellor Sam Glasscock, Lexie McFassel, David Ferry)
12:30 PM – Lunch Address: Martin Lipton, interviewed by Chancellor Bouchard
2:00 PM – Panel: The DGCL and Litigation in the Court of Chancery (Professor Michael Wachter, Theodore Mirvis, Stuart Grant, Gregory Williams, William Lafferty, David McBride, Vice Chancellor Tamika Montgomery-Reeves)
3:45 PM – Panel: The Court of Chancery, the DGCL, and Federalism (Professor Charles Elson, Professor Jill Fisch, Edward P. Welch, former Justice Jack B. Jacobs, Vice Chancellor Joseph R. Slights, III)
6:30 PM – Dinner Remarks: Jeffrey Bullock, Secretary of State; Chancellor Andre Bouchard; Chief Justice Leo E. Strine, Jr.
Details – September 27
9:00 AM – Panel: Beyond the Corporation (Professor Ann E. Conaway, Professor Mohsen Manesh, Tom Rutledge, Matthew O’Toole, former Vice Chancellor John Noble, Vice Chancellor J. Travis Laster, Srinivas Raju)
10:45 AM – Panel: The Court of Chancery, the DGCL and the World (former Chief Justice Myron T. Steele, Carol Hansell, Bastiaan Assink, Judge Ruth Ronen, Chico Mussnich, Scott Simpson, Louis Chen)
12:30 PM – Lunch: A Look Back: The Oral History Project – Presentation of Video on Smith v. Van Gorkom, Comments by A. Gilchrist Sparks III, Michael Hanrahan, Joel Friedlander
On September 11, 2017, the Weinberg Center hosted a discussion on the role of the general counsel and how she should be positively influencing corporate culture. The Center has been working with the Association of Corporate Counsel (ACC) to examine this issue in light of ACC’s recent research and white paper on this topic. ACC is a global bar association with more than 43,000 in-house counsel members worldwide. Participating in the discussion were the following;
Veta T. Richardson, President and CEO of the Association of Corporate Counsel Bio
Gloria Santona, retired Executive Vice President, General Counsel and Corporate Secretary, McDonald’s Corporation; and an independent director of Aon Corporation Bio
Ann Mulé, Associate Director, John L. Weinberg Center for Corporate Governance Bio
