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    Address
    The Institute for Corporate Responsibility
    2131 G Street, NW
    Washington, DC 20052

    Email: Patti Niles
    Phone: 202-994-5206
    Fax: 202-994-5966


The Series on Corporate Governance

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.



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


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
Report
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
Report


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
Report


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

Report
Watch Panel Discussion

 



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

Detailed Bios of Panelists
Report

 



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.

Detailed Bios of Panelists
Report

 



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

Detailed Bios of Panelists
Report