Denit Trust Challenges in Corporate Governance Series


The Corporate Governance Program is hosting a series on the Challenges in Corporate Governance. This series will look at the traditional and evolving role of Boards as governing bodies.


Panel Discussions Report


Challenges in Corporate Governance: Is Corporate Governance Common Sense?

September 29, 2016

The program will focus on the Commonsense Corporate Governance Principles that were issued in July 2016 by a group of prominent CEOs and investment managers, including Mary Barra of General Motors Company, Jamie Dimon of JPMorgan Chase, and Warren Buffett of Berkshire Hathaway. The recommendations cover 8 categories:

  1. Board of Directors – Composition and Internal Governance
  2. Board of Directors’ Responsibilities
  3. Shareholder Rights
  4. Public Reporting
  5. Board Leadership
  6. Management Succession Planning
  7. Compensation of Management
  8. Asset Managers’ Role in Corporate Governance.

In their release of these principles, the group stated, “We offer these principles, which can be found at governanceprinciples.org, in the hope that they will promote further conversation on corporate governance.”

The panel will include corporate directors and advisers to them. It will address the recommendations laid out in the principles from the perspective of how Boards are reacting to and dealing with them. The discussion will focus especially on the recommendations that may be more controversial than others. This program should be of particular interest to students of general business and of corporate and securities law.

Moderator:

The Honorable Cynthia Glassman
Current Board Director
Former SEC Commissioner
Senior Research Scholar, ICR

Panelists:

Stephen M. Cutler
Vice Chairman of JPMorgan Chase
Former Director of Enforcement at the SEC

Tonya Mitchem Grindon 
Shareholder and Board Member of Baker Donelson
Chair of the Corporate Finance and Securities Group

Linda Livingstone 
Dean of the GWU School of Business
Board Member of Capital Southwest Industrials

Lynne Miller 
Environmental Consultant
Board Member of the SCANA corporation


Challenges in Corporate Governance: How Directors Choose Directors

March 29, 2016

The program will focus on how Directors choose Directors. Typically, public companies have 8 to 12 directors. In the not so distant past, it was not uncommon for the CEO and sitting directors to replace or add directors from their own networks, with the slate of directors subject to shareholder approval at the annual meeting. Boards were often perceived as “old boy networks.” However, the accounting scandals in the beginning of the 21st century, and the passage of the Sarbanes Oxley Act in 2002, were catalysts for a change in corporate governance, including the election of new directors. In the current environment, the Nominating and Governance Committee of the Board typically take the lead in identifying potential
candidates for director, often using the services of an executive recruiter.

Moderator:
The Honorable Cynthia Glassman
Current Board Director
Former SEC Commissioner
Senior Research Scholar, ICR

Panelists:
Keir Gumbs
Partner, Corporate and Securities
Covington and Burling

Nels Olson
Vice Chairman and Co-Leader, Board & CEO Services Practice
Korn Ferry

James Turley
Current Board Director
Former Chairman and CEO
Ernst & Young

The Honorable Elisse Walter
Current Board Director
Former Chairman of the SEC


Challenges in Corporate Governance: Mergers and Acquisitions

October 1, 2015

Time: 5:00 p.m. – 6:30 p.m. followed by a reception
Location: Duques 652
Address: 2201 G Street, NW, Washington, DC 20052

The Institute for Corporate Responsibility (ICR) and the Center for Law, Economics, and Finance (C-LEAF) are pleased to announce the next program in their ongoing series on Challenges in Corporate Governance. The program will focus on the role of Directors in dealing with mergers and acquisitions (M&A). One of the key roles of Board Directors at public companies is to set and oversee the strategic direction of the company. In
discussions of strategy with senior management, the Board typically addresses issues surrounding organic growth, inorganic growth through mergers and/or acquisitions, and possible divestitures to realign the business. If the strategy discussions result in plans to merge, acquire, or divest in a way that is significant to the company, the Board is then involved in reviewing and evaluating potential deals and overseeing implementation. Often, the company will engage outside counsel and investment bankers to aid in the evaluation, planning and implementation process.

The panel will include Board Directors, an investment banker, and a corporate attorney. The topics will range from the initial strategic planning to discussions surrounding the implementation of M&A decisions, as well as discussions relating to how the Board deals with hostile takeover approaches. The program should be of particular interest to students of general business, finance, accounting, and corporate and securities laws.

Moderator:
Hon. Cynthia A. Glassman is the Senior Research Scholar at ICR. She is also a Director of Discover Financial Services and Navigant Consulting. She is a former SEC Commissioner and served as Under Secretary of Commerce for Economic Affairs.

Panelists:
Robert Gervis currently serves and has served on the boards of several public and private companies as well as nonprofit organizations. An angel
investor, he also spent 15 years earlier in his career at Fidelity Investments and was a partner at Weil, Gotshal & Manges.

Marilyn Mooney is a partner at Norton Rose Fulbright. She heads the Mergers and Acquisitions practice and is the Partner-in-Charge of the
Corporate and Securities practice in the Washington, DC office. Previously, Marilyn practiced at DuPont where her role included membership in DuPont’s acquisition team.

Muir Paterson is a senior member of the Mergers and Acquisitions Group at Goldman Sachs. Prior positions include Wellington Management Company, Institutional Shareholder Services (ISS), and various M&A investment banking positions in London, Hong Kong, and New York.

Hon. John Snow is Chairman of Cerberus Capital Management. Prior positions include US Secretary of the Treasury as well as President, CEO
and Chairman of Chessie Systems, Inc, (which became CSX Corporation). He has served on numerous corporate and nonprofit boards in addition to having held various other government positions.


Challenges in Corporate Governance: The Role of Corporate Directors in Dealing with Cybersecurity Risks

April 7, 2015

The program will focus on the role of Corporate Directors in dealing with cybersecurity risks. Cyber attacks on companies have been increasing in number, cost, and impact on companies and their customers. As a result, the role of corporate boards in overseeing the risk to their companies has required more focus by Directors on cyberseurity risks. In particular, Boards have had to enhance their understanding of how cyber attacks can occur; what the possible legal, financial, and reputational risks are to their company; what the company does to fend off the attackers; how well the company is positioned to mitigate quickly any attack that does occur; and when and how a breach needs to be disclosed to customers and shareholders. This increased cybersecurity threat presents a new challenge for directors.

The panel will include corporate directors and cybersecurity experts. Topics to be addressed include what directors need to know about cyber vulnerabilities in general and about cyber attacks that occur in their company and their industry, what information directors should expect to see in what time frame, and how to stay up to date on this ever evolving risk. This program should be of particular interest to students of general business, of corporate and securities law, and of information technology.

Moderator:
Cynthia Glassman, Senior Research Scholar, ICR

Panelists:
Michael Brown, Vice President and General Manager, Global Public Sector, RSA, The Security Division of EMC
J. Richard Knop, Founder and Co-Manager, FedCap Partners, LLC
Gail Lione, Senior Fellow, The Conference Board Governance Center
Ronald R. Spoehel, Managing Partner, Windrock Capital, LLC


Challenges in Corporate Governance: The Role of Directors in Dealing with Activist Investors

November 4, 2014

The Challenges in Corporate Governance project is one of the activities of the Governance Program at the Institute for Corporate Responsibility at the George Washington University School of Business.  The project examines the issue of what policies are associated with good corporate governance and promotes a dialogue on how those policies are translated into practice.  The project is co-directed by John Forrer, Director of the ICR Governance Program and Dr. Cynthia A. Glassman, an ICR Senior Research Scholar.

On November 4, 2014, ICR conducted its ninth program on Challenges in Corporate Governance. This program was sponsored jointly with C-LEAF, the Center for Law, Economics, & Finance at the GW Law School.  Previous panels have addressed how corporate directors deal with new rules, the importance of diversity on Boards, the role of the Audit Committee in overseeing financial reporting, and the role of directors with respect to risk management, executive compensation, CEO succession, and setting the tone at the top.

In this continuing series, our distinguished panel focused on the role of Corporate Directors in dealing with activist shareholders. Cynthia Glassman moderated the panel.  Dr. Glassman served as an SEC Commissioner from 2002 to 2006, including Acting Chairman during the summer of 2005, and served as Under Secretary of Commerce for Economic Affairs from 2006 to 2009.  Currently, she is a Director of Discover Financial Services, where she chairs the Audit Committee, and Navigant Consulting, where she chairs the Nominating and Governance Committee and serves on the Compensation Committee. She is a Trustee of the SEC Historical Society and the Washington Tennis and Education Foundation and is a member of the Advisory Board of C-LEAF. She has spent over 40 years in the public and private sectors focusing on financial services regulatory and public policy issues.

The panelists discussing this Board challenge were Board Directors who face this actual or potential challenge on an ongoing basis, and consultants who advise Boards on how to prepare for or deal with activist shareholders.

Moderator:
The Honorable Cynthia A. Glassman, Senior Research Scholar, ICR

Panelists:
Ken Bertsch, Partner, CamberView, Partners
Susan Ellen Wolf, CEO, Global Governance Consulting, LLC
Joseph Rigby, Chairman, President and CEO of Pepco Holdings, Inc.
Kathryn C. Turner, CEO, Standard Technology, Inc.


Challenges in Corporate Governance: The Relationship of the Audit Committee with the External Auditor and the Chief Financial Officer

March 31, 2014

The program will be sponsored jointly by ICR and C-LEAF, The Center for Law, Economics, and Finance at the GW Law School. The program will focus on the role of the Audit Committee of the Board of public companies in carrying out its main functions, which are to oversee the integrity of financial reporting and accounting and to oversee the external auditor. The external auditor is hired by, and reports to, the Audit Committee and is independent of the company. Its role is to opine on whether the company’s financial statements are a fair and dependable representation of its actual financial condition. The auditors work with the company’s Chief Financial Officer (CFO) who is responsible for overseeing the financial activities of the company and ensuring that the company’s financial reports are timely and accurate. The CFO typically reports to the Chief Executive officer. Further, the mission of the Public Country Accounting Oversight Board (PCAOB), established by the Sarbanes Oxley Act, is to oversee the audits of public companies in order to protect the interests of investors and further the public interest in the preparation of informative, accurate and independent audit reports.

The panelists will include an audit committee chair of a public company, an external auditor, a public company CFO, and a former member of the PCAOB. The program will address the relationships among these entities in carrying out their roles and should be of particular interest to students of general business, finance, accounting, and corporate and securities laws.

Moderator:
The Honorable Cynthia A. Glassman, Senior Research Scholar, ICR

Panelists:
Candace Duncan, Former Managing Partner, KPMG, Washington Metro Area
Dan Goelzer, Partner, Baker & McKenzie, DC Office
Roger Millay, Vice President and Chief Financial Officer, Towers Watson
Follin Smith, Audit and Risk Committee Chair, Discover Financial Services

Program


Challenges in Corporate Governance: The Role of Corporate Directors in a Corporate Crisis

October 21, 2013

The program will be sponsored jointly by ICR and C-LEAF, The Center for Law, Economics, and Finance at the GW Law School. The program will focus on Corporate Directors’ role in a corporate crisis. Corporate Boards of Directors typically have several standing committees to deal with their fiduciary responsibility to oversee the financial reporting, risk management, CEO succession, CEO and senior management compensation, and corporate governance. Further, the Board as a whole typically addresses corporate strategy issues. However, when a crisis hits, the Board cannot rely on routine processes. Rather, the Board needs a more time sensitive and intense approach in order to react quickly and appropriately to the immediate issue. There is a wide range of possible crises – bankruptcy, significant enforcement actions or litigation, hostile takeovers, an international incident, and a host of other unexpected and unwanted events that the Board must address quickly and diligently.

Issues that will be addressed will include how a crisis is escalated to the Board level, how the Board organizes to react to it, the pitfalls they may encounter, what type of outside advisors they may engage, and the impact of the crisis on the company overall. The panelists and moderator all have specific experience with respect to such crises and bring a range of corporate director, regulatory, and legal expertise. This program should be of particular interest to students of general business and of corporate and securities law.

Moderator:
The Honorable Cynthia A. Glassman, Senior Research Scholar, ICR

Panelists:
Alan Beller, Executive Director, Cleary Gottlieb Steen & Hamilton LLP
John Olson, Founding Partner, Gibson, Dunn & Crutcher
Lawrence Trautman, Professional Corporate Director
Laura Unger, Special Adviser, Promontory

Program
Full Bios


Challenges in Corporate Governance: The Role of Corporate Directors in Setting the Tone at the Top

April 15, 2013

The program will be sponsored jointly by ICR and C-LEAF, The Center for Law, Economics, and Finance at the GW Law School. The tone at the top refers to the corporate culture. While the concept is not new, it became particularly important for corporate boards after the accounting scandals in the early 2000’s and the more recent financial crisis. As of a result of the scandals, there was a concern that fraudulent financial reporting practices and other potentially deceitful activity was associated with lack of integrity at senior levels of companies. Therefore, from the perspective of a company’s Board of Directors, its auditors and its legal counsel, an ethical culture set by the board and senior management is an important component of a successful company.

Issues that will be addressed will include how the board ensures the appropriate tone at the top as well as the auditor’s role in assessing the integrity of the company’s financial reports. In addition, the panel will address best practices and red flags in getting the correct tone at the top. The panelists and moderator bring a range of corporate director, regulatory, audit, and legal expertise. This program should be of particular interest to students of general business, accounting, and corporate and securities law.

Moderator:
The Honorable Cynthia A. Glassman, Senior Research Scholar, ICR

Panelists:
Cynthia Fornelli, Executive Director, Center for Audit Quality
Robert Kueppers, Managing Partner, Center for Corporate Governance, Deloitte LLP
Susan Phillips, Professor of Finance, Emerita and Dean Emerita, The George Washington University School of Business

Program
Full Bios


Challenges in Corporate Governance: The Role of Corporate Directors in CEO Succession Planning

November 28, 2012

The program was sponsored jointly by ICR and C-LEAF, The Center for Law, Economics, and Finance at the GW Law School. One of the most important responsibilities of a Corporate Board is developing a succession plan for the CEO, both for the long term and for emergencies. The panel will discuss how Boards carry out this role in practice, what they consider, and how they organize to have an effective process and outcome.

Moderator:
The Honorable Cynthia A. Glassman, Senior Research Scholar at ICR

Panelists:
Julie Howard, CEO and Director, Navigant Consulting, Inc.
Nels Olson, Vice Chairman and Co-Leader International Board & CEO Services Practice, Korn/Ferry
Anthony M. Santomero, Chairman, Citibank

Program


Challenges in Corporate Governance: Executive Compensation

April 11, 2012

The program was sponsored jointly by ICR and C-LEAF, The Center for Law, Economics, and Finance at the GW Law School. The program will focus on Corporate Directors’ Role in setting executive compensation, with particular emphasis on “pay-for-performance” initiatives and the issues addressed in public companies’ Compensation Disclosure and Analysis that is required in their annual proxy form.

Moderator:
Lisa Fairfax, Leroy Sorenson Merrifield Research Professor of Law, The George Washington University

Panelists:
Veronica Biggins, Managing Director of Diversified Search
Mark Carey, Senior Advisor, Division of International Finance of The Federal Reserve Board
Harvey Pitt, Chief Executive Officer of Kalorama Partners, LLC
Gail Wilensky, Economist and Senior Fellow at Project HOPE


Challenges in Corporate Governance: Directors Responsibility for Risk Management after Dodd-Frank

November 3, 2011

The program was sponsored jointly by the ICR and C-LEAF, The Center for Law, Economics, and Finance at the GW Law School. The program will focus on Corporate Directors’ Role in Risk Management post Dodd Frank, with a particular emphasis on financial institutions. The Dodd Frank Act directs the Federal Reserve Board to require certain large publicly traded financial companies to establish a Board Risk Committee.

The program will include two consecutive panels. The first will cover the perspective from outside the boardroom, and will address the role of directors in risk management from the viewpoint of a regulator, an attorney, an industry analyst, and a researcher. The second panel will address the directors’ role from inside the boardroom, including two board directors, an auditor, and a chief risk officer.

The first panel will be introduced and moderated by John Buchman, Vice President, General Counsel and Corporate Secretary of E*TRADE Bank.

The panelists are:
Stasia D. Kelly, Partner at DLA Piper
Patrick M. Parkinson, Director, Federal Reserve Board’s Division of Banking Supervision and Regulation
Jaret Seiberg, Senior Vice President at MF Global
Thomas H. Stanton, Professor, Johns Hopkins University Center for Advanced Governmental Studies

The second panel will be introduced and moderated by The Honorable Cynthia A. Glassman, Senior Research Scholar at ICR, former SEC Commissioner, and former Under Secretary of Commerce.

The panelists are:
The Honorable Mary K. Bush, Founder and President of Bush International
Andrew Kuritzkes, Executive Vice President and Chief Risk Officer for State Street Corporation
Mike Mancuso, Corporate Vice President and Chief Financial Officer for CSC
Gregory G. Weaver, Vice Chairman of Deloitte LLP

Bios of Panelists


Challenges in Corporate Governance: The Case of Diversity on Boards

March 31, 2011

The second program will be a panel discussion on Corporate Board Diversity – what it means in theory and practice; whether and why it matters; and, how best to achieve it.

The panel will be introduced and moderated by The Honorable Cynthia A. Glassman, Senior Research Scholar at ICR, former SEC Commissioner, and former Under Secretary of Commerce.

The panelists include:
Alan Beller is a Partner with Cleary Gottlieb Steen & Hamilton LLP.
Cari Dominguez is a Corporate Director with Manpower, Inc. and the Calvert SAGE Fund, and former Chair of the Equal Employment Opportunity Commission (EEOC).
Julian Ha is a member of Heidrick & Struggles, the global Executive Search firm.
Donald Peterson is the former Chairman and CEO of Avaya Inc. and former CFO of Lucent Technologies Inc.

Bios of Panelists


Challenges in Corporate Governance: The Case of Conflict Minerals

December 2, 2010

The first program was a panel discussion by board directors on the practical aspects of corporate governance using the new disclosure requirements of the conflict minerals section of the Dodd-Frank Act as a catalyst for the discussion. The panel will be introduced by Cynthia A. Glassman, Senior Research Scholar at the ICR, former SEC Commissioner, and Director of Discover Financial Services and Navigant Consulting. The panel will be moderated by Catherine Dixon of Weil,Gotshal & Manges LLP.

The panelists included:
George Munoz, principal of the Munoz Group and a member of the Boards of Directors of Marriott International, the Altria Group, and the National Geographic Society
Donald Nicolaisen, a member of the Boards of Directors of Verizon Communications Inc., Zurich Financial Services, MGIC Investment Corporation, and Morgan Stanley
Karen Hastie Williams, retired partner at Crowell and Moring and a member of the Boards of Directors of the Chubb Corporation, Continental Airlines, Inc., Gannett Company, Inc., Washington Gas Holdings Company, SunTrust Bank, and the Federal National Mortgage Association Foundation

Bios of Panelists