PAST EVENTS

05/19/08

Corporate Social Responsibitlity--Governance, Investments, Returns

EVENT INFORMATION

Corporate Social Repsonsibility--Governance, Investments, Returns Corporate Social Responsibility (CSR) is evolving and its role increasing in corporate governance. CSR has evolved to include social influence and environmental impact, both in the local community and around the world. It is a value statement, a corporate strategy, and a matter for shareholder examination. A corporation without a vibrant, articulated and well-planned CRS program is behind the curve socially, economically and from the standpoint of employee pride and opportunity. Corporations and their directors are focusing on CSR as a mandate, an opportunity, a competitive advantage and a cost of doing business. While overseeing shareholder value, the corporate director is involved in CSR, and that oversight role is thus becoming more complex. The panel will examine the role of the corporation and its directors in CSR, the economic, social and logistical impact of CSR, the accountability measure and structure of the function, and the costs and risk factors. What are the best practices in CSR? What is the role of the Board? How should return on investment be calculated? How do corporate goals align with CSR goals? The panel will examine CSR from three standpoints: Managing for social and corporate values. Driving corporate social responsibility throughout the organization. Managing risk and decision-making.
» Speakers Christopher A. Butner, Assistant Secretary & Managing Counsel, Securities/Corporate Governance, Chevron Corporation Assistant Secretary & Managing Counsel, Securities/Corporate Governance, since November 2004, providing advice and counsel to the Board, the Board Nominating and Governance Committee and senior management relating to governance and securities law matters. Prior to that, he was with the law firm of Dewey Ballantine LLP (now Dewey & LeBoeuf LLP) in New York and prior to that, with Jones, Day, Reavis & Pogue in Dallas. He received an LL.M. in Securities Regulation from Georgetown University Law Center in 1998, and a J.D., summa cum laude, from Oklahoma City University School of Law in 1994. Suzanne DiBianca, CEO, Salesforce.com Foundation Suzanne DiBianca is the Chief Service Officer and Executive Director, San Francisco and co-founder of the Salesforce.com Foundation. DiBianca directs all Foundation activities and serves as the liaison to community, business, and government organizations. Under her leadership, the Foundation has grown to serve as a successful model for a new breed of corporate social responsibility through its innovative 1/1/1 Model, where 1% of the company’s time, product and equity are given back to the community. Jack Ehnes, CEO, CalSTRS Jack Ehnes is the Chief Executive Officer of the California State Teachers’ Retirement System. Ehnes provides leadership for the largest teachers’ pension fund in the nation, which serves approximately 813,000 members and benefit recipients with an investment portfolio of $170 billion. CalSTRS administers retirement, disability and survivor benefits for California’s public school educators and their families from the state’s 1,400 school districts, county offices of education and community college districts.
» Moderator Scott C. Smith, Partner Hanson Brodgett, LLP Smith’s practice emphasizes corporate, tax and real estate law. Scott has significant experience counseling corporations, partnerships, limited liability companies and nonprofits in connection with all aspects of operations. He works with private and public companies on equity financings, debt transactions, securities matters, mergers, acquisitions, and general business matters. He also represents emerging companies in connection with entity formation issues, licensing and other technology related matters. He works with venture capital firms in connection with fund formations and equity investments, as well as large institutional investors in connection with their investment activities. Scott regularly advises clients regarding federal and state tax matters and his work often involves a complex tax-planning component.
» Location Hanson Bridget

 

03/12/08

The Proxy Advisory Services Industry

EVENT INFORMATION

"The Proxy Advisory Services Industry" - Come hear a full and frank discussion from a variety of prospectives on the proxy services industry and what the future might hold for this industry.  Hear from all points of view on the corporate governance spectrum - Board, Management, Shareholders and Proxy Advisors - on the controversial and important business of advising institutional investors on their proxy voting.
» Speakers Abe Friedman is the Director of Corporate Governance and Proxy Voting and leads Barclays Global Investors’ proxy voting operations for the Americas. BGI is the world’s largest asset manager with approximately $2 trillion in assets under management. Cary Klafter is Vice President, Legal and Corporate Secretary at Intel Corporation, Santa Clara. Mr. Klafter is Director of the Corporate Legal Group, which is responsible for the company’s corporate level legal activities and also serves as co-chair of the company’s Ethics and Compliance Oversight Committee. Robert McCormick is Chief Policy Officer for Glass Lewis. Bob manages the analysis and drafting of 14,000 Proxy Paper research reports on shareholder meetings of public companies in 65 countries. Patrick McGurn provides special counsel to RiskMetrics Group ISS Governance Services unit. Considered by industry constituents to be one of the leading experts on corporate governance issues, he is active on the nationwide speaking circuit and plays an integral role in policy development. Marie Oh Huber is Vice President, Deputy General Counsel and Assistant Secretary of Agilent Technologies. She serves on the Executive Steering Committee and as a member of the board of directors of the Society of Corporate Secretaries and Governance Professionals at the national level.
» Moderator Richard Koppes is currently Of Counsel to the international law firm of Jones Day and serves as Co-Director of the Executive Education Programs at Stanford Law School. Richard also serves on the national board of NACD
» Location Jones Day, San Francisco
» Lead Directors Jeff Hodge and Claire McAuliffe

02/14/08

CEO Succession

EVENT INFORMATION

As shareholders, investors, and employees increasingly hold boards accountable for CEO performance, directors are seeking thorough and just processes for orchestrating a successful CEO Transition.  To find out how, exactly, boards are handling this responsibility, NACD has asked Michael Franklin to discuss CEO succession.  How do boards structure the CEO succession process?  When do they start planning?  Who takes responsibility?  How do they time the process?  What criteria do they use to assess candidates?  How do they make the decision?  And how do they ensure things don't derail during the critical transition period? Michael Franklin is a Partner at Oliver Wyman - Delta organization & Leadership who works with CEOs, boards of directors, and senior executives on designing and implementing enterprise change and developing leadership capability to improve business results.  His work focuses on assisting business leaders to develop strategy, build effective executive teams, develop and manage succession of executive talent, design organizational architecture, and manage large-scale organizational change in ways that drive successful business performance.
» Presenter Michael Franklin, PhD - Oliver Wyman
» Location California Chamber of Commerce
» Lead Directors Dennis Johnson, Senior Portfolio Manager, Corporate Governance CalPERS

11/8/2007

CEO Compensation: Pay, Performance, and Perception

EVENT INFORMATION

There seems to be a very visible headline every day regarding CEO pay and everyone is looking at the Board’s role in determining the CEO’s paycheck.

» Moderator Marha Faye Africa, Partner of Hodge/Niederer/Cariani/Lindsay
» Panel Neil Bonke, Director of Novellus Corporation, Sanmina-SCI Corporation; Mark Borges, Principal of Compensia Consulting; William Hasler, Former Dean of Hass School of Business, U.C. Berkeley; and Lon O'Neil, Senior Vice President of Kaiser Permanente
» Location Pillsbury Winthrop Shaw Pittman LLP, San Francisco 50 Fremont Street 6th Floor, San Francisco, CA 94105
» Lead Directors Jeff Hodge and Claire McAuliffe

9/27/2007

Family Business Governance
An exploration of critical issues in family business governance for family members, their boards, and management.

EVENT INFORMATION

From the Kitchen Table to the Boardroom: Governance Solutions for Family Business

The single, most important benefit of a high-performing board is to help the CEO achieve the company’s long-term goals, as set out by the owners. Unfortunately, most private companies and family businesses are slow to embrace good governance as a strategic asset, concerned more with such issues as transparency, control and lifestyle support. The National Association of Corporate Directors, in collaboration with the Family Business Center at the University of the Pacific is pleased to offer an evening program of presentations and discussion on such issues of interest to family business leaders as:

• Getting the most value out of having a board of directors
• Communicating with management and owners
• Supporting leadership succession and strategy development

Our panel was moderated by Peter Johnson, Executive Director of the Institute for Family Business with a presentation on governance given by Jack Moore, former director and 4th generation member of the Benjamin Moore Paints family, and followed by a panel discussion with executives and directors of three prominent family businesses.

» Copia The American Center for Wine Food and the Arts
» Copia Directions 500 First Street Napa, CA
» Lead Directors Diane Miller and Craig Stone

5/10/2007

In the Boardroom
Some things can be learned from a lecture or panel discussion. Others – like many boardroom skills – must be learned through experience. This "In the Boardroom" program has been designed with that in mind.

EVENT INFORMATION

In the Boardroom
You’re in the Hot Seat: A Special case study event.

Some things can be learned from a lecture or panel discussion. Others – like many boardroom skills – must be learned through experience. This "In the Boardroom" program has been designed with that in mind.

It’s a "Flight Simulator" for boardroom training.
You’ll be an independent director on the board of an actual, disguised high-tech company. Thorny issues are guaranteed to come up. You and your fellow board members may grapple with conflict of interest, fiduciary duty, challenging global operations, and potentially risky M&A transactions. To succeed, you must identify the critical issues, understand your alternatives, and come to a consensus, while handling tricky boardroom dynamics.

Our Presenters, Deborah Ludewig, Jean Fuller, and Ann Peckenpaugh, have pioneered the use of case studies in Director education. They’ve presented other cases, in their series called "The Boardroom," to audiences of Silicon Valley CEO’s and directors numerous times over the past five years. Deborah Ludewig is a Partner with Kirkpatrick & Lockhart Preston Gates Ellis LLP (www.klgates.com). Jean Fuller is President of Fuller Coaching (www.fullercoaching.com). Ann Peckenpaugh is President of Board Search Partners (www.boardsearchpartners.com).

This event is co-sponsored by Harvard Business School Association of Northern California and the Silicon Valley and Northern California chapters of National Association of Corporate Directors (NACD).

» Speakers Deborah Ludewig, Partner of Kirkpatrick & Lockhart Preston Gates Ellis LLP Jean Fuller, CEO of Fuller Coaching
» Location St. Francis Yacht Club 700 Marina Blvd. San Francisco, CA 94123
» Lead Directors Ann Peckenpaugh, President of Board Search Partners

3/15/2007

Board Entrenchment

EVENT INFORMATION

The rise of the activist investor: Peril or Panacea?

There is currently much debate about the proper role of shareholders and boards of directors. President Bush has assailed boards for condoning excessive executive compensation; activist shareholders like Carl Icahn are assailing boards for putting their own interests before shareholders; and Marty Lipton is warning that our system of capitalism is endangered. Which is right? The subject holds important lessons for all CEOs, board members, and investors.

Mr. Kevin Cameron, President of Glass Lewis, will be the guest speaker. Prior to co-founding Glass Lewis, Kevin Cameron was the general counsel of Moxi Digital, a technology venture that was sold to a company controlled by Paul Allen. Previously, he was the general counsel at NorthPoint Communications, a publicly-traded broadband telecommunications company. Kevin was an attorney with the corporate law firm of Kellogg, Huber, Hansen, Todd & Evans in Washington D.C. and served as a law clerk to the Hon. James L. Buckley of the United States Court of Appeals for the District of Columbia Circuit. Kevin earned a law degree from the University of Chicago, where he served as articles editor of the Law Review, and an undergraduate degree from McGill University, where he graduated with the Allen Oliver Gold Medal in economics.

Founded in 1977, the National Association of Corporate Directors (www.nacdonline.org) is a national non-profit membership organization dedicated exclusively to serving the corporate governance needs of corporate boards and individual board members. NACD’s 15,500 members represent companies ranging from Fortune 100 public companies to small, closely held, and private firms.

» Speaker Kevin Cameron, President of Glass Lewis
» Location California Chamber of Commerce, Sacramento
» Lead Director Dennis Johnson

2/1/2007

Upcoming Issues for the 2007 Proxy Season

EVENT INFORMATION

A Discussion among Board, Management,
Institutional Investor and Third Party Advisor.

Founded in 1977, the National Association of Corporate Directors (www.nacdonline.org) is a national non-profit membership organization dedicated exclusively to serving the corporate governance needs of corporate boards and individual board members. NACD’s 15,500 members represent companies ranging from Fortune 100 public companies to small, over-the-counter, closely held, and private firms.

» Moderator Richard Koppes, Board Member of Valeant Pharmaceuticals and Apria Healthcare; Lydia Beebe, Corporate Secretary, Chevron Management; Toni Rembe Rock, Board Member and Co-founder of the Arthur and Toni Rembe Rock Corp Gov Center at Stanford Law School » Institutional Investor View: Robert McCormick, SVP of Glass Lewis
» Location Jones Day, San Francisco
» Lead Directors Richard Koppes and David Nygren