Shearman & Sterling offices, New York
We are pleased to announce that our next Corporate Secretary Think Tank will take place on November 18th in New York City.
A line-up of senior corporate governance professionals will discuss harnessing COVID-19 lessons learned, risk management in the ‘new normal’ and the evolution of ESG post-Covid-19. We’ll also address what this means for boards, AGMs, and tackle new cyber-security concerns and regulations.
Take away practical case studies on how to navigate the current market volatility, and ensure you are prepared to take these lessons ahead within the business.
The think tank is an invitation-only event exclusively for GRC professionals. It is free to attend and our unique format enables participants to network extensively, discuss, debate and dissect best practices and topical issues in the corporate governance world.
What makes our format so unique?
Our think tanks are far removed from the traditional conference set-up as the event consists of a series of panel sessions followed by roundtable discussions on select GRC issues. These interactive sessions are an opportunity to share experiences with and learn from other top-rated corporate governance professionals. All table discussions are confidential and none of the participants’ comments are attributed*. This allows attendees to talk freely and have frank, open discussions.
*While the panel discussions may be quoted in editorial coverage of the event, all table discussions are confidential.
Breakfast & registration
Welcome & opening remarks
Harnessing Covid-19 lessons learned to strengthen governance
• What is the key role of the board at this stage in the continuing/post-pandemic environment?
• What have been successful corporate responses and how can boards apply them going forward?
• Does the pandemic add weight to the stakeholder approach to governance?
Coffee and Networking
Improving risk-management practices in a 'new normal'
• In light of Covid-19, how should boards be thinking about long-term strategy and risk?
• How can the relationship between the board and management evolve to better handle risk?
Interactive roundtable discussions
The evolution of ESG post-Covid-19
• How has Covid-19 impacted investor appetite for ESG?
• How will the pandemic affect shareholder engagement?
• Can we expect a regulatory response to the pandemic in terms of ESG?
• What does Covid-19 mean for human capital management?
Lunch & Networking
What next for the AGM?
• What lessons were learned from the 2020 proxy season for first-time virtual AGMs?
• What are best governance practices for hosting a virtual AGM?
• Will companies revert to in-person meetings next year?
• How did virtual AGMs under lockdown affect investor sentiment and voting?
A new start for boards?
• How should boards adapt their practices given their experiences with Covid-19?
• What is the role of the board in overseeing good human capital management and culture?
• What is the outlook for board diversity?
• What next for combined CEO/chair roles?
Cyber-security and data privacy
• How have US companies performed in compliance with CCPA?
• What’s next in terms of cyber-security and privacy regulation?
• What risks should boards be considering going into 2021?
Final thoughts & close of Think Tank
Vice president, assistant general counsel and assistant secretary
Robyn joined Coeur in June 2013 as Senior Counsel. Before joining Coeur, Ms. Koyner was a partner in the Corporate and Securities group of the Chicago office of DLA Piper, LLP. She has extensive experience in public and private mergers and acquisitions transactions and securities offerings, joint ventures and other strategic agreements, corporate finance, SEC compliance and corporate governance matters. Before joining DLA, Ms. Koyner was an associate in the Capital Markets group at Vedder, Price, Kaufman & Kammholz in Chicago and an associate in the Corporate group of Stroock & Stroock & Lavan, LLP in New York. Ms. Koyner holds a B.A. in International Studies from Johns Hopkins University and a law degree from the University of Michigan Law School.
Senior director of environmental social and governance research
Courteney Keatinge oversees Glass Lewis’ research and vote recommendations for shareholder proposals and covers research on major environmental and social issues in all major markets. She has written reports for Glass Lewis including the 2011-2015 editions of Greening the Green: Linking Executive Compensation to Sustainability and Mind the Gap: Board Gender Diversity. Before joining Glass Lewis, Ms. Keatinge worked on corporate governance and corporate social responsibility issues at the California Public Employees’ Retirement System and the Colorado Public Employees’ Retirement Association. She has also filled roles including social media manager and scribe and as a featured author in the Yearbook for the International Corporate Governance Network. She holds a bachelor’s degree in business administration and a master’s degree in business administration, with a concentration in corporate social responsibility from Daniels College of Business at the University of Denver.
Eric Sumberg is a Director at PJT Camberview, based in New York.
Before joining PJT Camberview, Mr. Sumberg served as Press Secretary and then Communications Director for New York City Comptroller Scott M. Stringer, a role in which he managed short- and long-term communications strategies for the office, including corporate governance campaigns and outreach for the New York City Pension Funds. Prior to that, Mr. Sumberg worked for New York State Comptroller Thomas P. DiNapoli, handling media strategy for the New York State Common Retirement Fund.
Mr. Sumberg holds a Master of Studies degree in modern history from the University of Oxford and a bachelor’s degree in political science from Brown University.
Shearman & Sterling
Stephen Giove is a partner in the Capital Markets Group and a current member and co-founder of the firm’s Corporate Governance Advisory Group. He is an extremely experienced securities and corporate lawyer with considerable knowledge of finance, accounting, internal controls and investor and public relations matters. His practice is principally focused on counseling corporate clients with respect to strategic, governance, financing and public company matters.
His strategic transactional experience includes representing clients in connection with spin-offs, split-offs, going private transactions, tender and exchange offers, consent solicitations, internal corporate reorganizations, joint ventures, pre-packaged bankruptcies and out-of-court restructurings.
His governance experience includes advising boards, their committees and senior management with respect to the full range of corporate governance matters, such as board practices and structures, fiduciary duties, proxy access, anti-takeover defenses, shareholder proposals, dealing with activists, crisis management, annual board self-evaluations and dealing with external constituencies, including shareholders, proxy advisory firms and regulators.
His financing experience includes representing issuers and underwriters in initial public offerings and offerings of common and preferred stock, convertible securities, high yield bonds, investment grade debt and commercial paper as well as a full range of liability management transactions.
His public company practice includes advising public (and pre-IPO) companies with respect to all aspects of their public disclosures, SEC, NYSE and NASDAQ compliance matters as well as the securities law aspects of various transactions, including mergers, acquisitions and dispositions, share and debt repurchase programs, issuer self-tender offers and Rule 10b5-1 plans.
He joined the firm in 1987, became a partner in 1993, was the firm’s hiring partner from 1997–1999, was the co-head of its US Capital Markets Group from 2003-2007, was a member of the firm’s Global Business Development Committee from 2008-2010 and was co-chair of the firm’s Corporate Governance Advisory Group from 2007-2013.
Senior director of data protection and data protection officer
ELIZABETH DAVIES is currently Splunk’s Senior Director, Data Protection and Data Protection Officer.
Elizabeth is passionate about data and continues to think about all the ways data impacts our lives. She is a subject matter expert in data protection/privacy compliance (US/EU/International), incident response and cloud security certification requirements (US/EU), data and information governance and enterprise-wide risk management (ERM) analysis and planning.
Prior to joining Splunk, she was Senior Legal Counsel at Advent Software, General Counsel at New Generation Computing, Inc. and held various other Senior Counsel roles.
Elizabeth grew up in Newburgh, New York and graduated magna cum laude from Tufts University with a BA in International Studies and French. She received her JD from Temple University.
Mr. Evan Barth is Senior Counsel in the Corporate & Securities Group at IBM. Mr. Barth works on a wide range of corporate and securities matters, including legal support for the IBM board of directors, proxy disclosure, shareholder engagement, and general corporate governance matters. Mr. Barth is the President of the Fairfield-Westchester Chapter of the Society for Corporate Governance. Prior to joining IBM in 2008, Evan was an associate at Sullivan & Cromwell LLP in the Capital Markets and Executive Compensation and Benefits practice groups and in the Capital Markets practice group at Loeb & Loeb LLP.
Mr. Barth holds a B.S. in Management from Binghamton University and a J.D. from NYU School of Law.
Nasdaq center for corporate governance
Martyn Chapman serves as Executive Director of the Governance Center, responsible for strategic oversight. Martyn is also the Head of Strategy for Nasdaq Governance Solutions, supporting the development of Nasdaq’s best practice guidance materials on a variety of corporate governance matters, and directing the strategy for Nasdaq’s governance technology solutions, including Nasdaq Boardvantage. He has over 15 years of governance industry experience serving boards of FTSE100 and Fortune 500 companies with a focus on innovating corporate governance practices through technology.
Senior vice president, secretary and general counsel
Matt Geekie is senior vice president, secretary and general counsel for Graybar, a
leading distributor of electrical and communications products and related supply chain
management and logistics services. A member of Graybar’s board of directors, Geekie
is responsible for corporate governance and the legal and risk management functions of
the company. He also serves as Chairman of Graybar’s Canadian subsidiary.
Geekie started his career as a trial lawyer at St. Louis firm Moser & Marsalek, next
moving in-house to Siegel-Robert Inc. and later Blackwell Sanders Peper Martin (now
Husch Blackwell). From there, he was appointed to assistant general counsel at
Emerson, and then served as general counsel and secretary at XTRA Corporation, a
Berkshire Hathaway subsidiary. He joined Graybar in 2008 as Deputy General Counsel
and was elected to his current position later that year.
Geekie’s broad-based legal experience includes corporate law, corporate governance,
commercial and securities law, Sarbanes Oxley, ethics, intellectual property, product
liability, export/import law and risk management. Under his leadership, Graybar
achieved national recognition for excellence in corporate governance in 2015 and 2016.
Geekie is a native of St. Louis, and received both his law degree and undergraduate
degree from Saint Louis University. He currently serves as Chairman of the Board of
The Oasis Institute and on its Executive and Finance Committees; as Chairman of the
Board of the St. Louis Community Foundation, as Chair of its Executive and Gift
Acceptance Committee, and as a Member of its Finance and Audit Committee; and, as
a Member of the Saint Louis Zoo Association Board and its Government Relations,
Investment, Finance and Major Gifts Committees. He is also a member of the St.
Louis/Chicago Regional FM Global Advisory Board. He is a member of Vistage
Worldwide, Inc. and a former President of the Missouri Law Institute and Saint Louis
Zoo Association Board.
He and his wife, Karen, have three children. In his free time, he enjoys reading, golf
Founder and CEO
Beth brings more than 20 years of experience as a corporate board director to Trewstar, giving her a deep understanding of both corporate governance needs and the dynamics of a well-functioning board. She is a former director of Carmax, Inc., General Growth Properties, and Avatar Holdings. Her boardroom experiences include management transitions, board refreshment, activist challenges and both IPO and bankruptcy processes. As CEO of Trewstar, Beth has a proven track record of finding exceptional directors for Fortune 500, mid- and small-cap and pre-IPO companies across industries throughout the US.
Beth started her career at Goldman Sachs as one of the first analysts in the investment banking division. After graduating from business school, she rejoined Goldman Sachs and continued her career in Real Estate investment banking. She went on to be an active investor and consultant as well as an adjunct professor at the Columbia Graduate School of Business.
Beth is a recognized expert on boardroom diversity and other corporate governance issues and speaks regularly at industry events. She has been quoted in the NYT, WSJ, Bloomberg, Forbes and HBS Alumni magazine and has appeared on Yahoo! Finance. Her experience is the subject of a Harvard Business School case study entitled “Beth Stewart: Navigating the Boardroom.”
Beth graduated from Wellesley College and Harvard Business School. She lives and works in the greater NYC area. She has five grown children and one husband.
Managing director of corporate governance
Hannah Orowitz is a managing director on Georgeson’s corporate governance advisory team. Hannah leverages her legal background and disclosure expertise to help Georgeson clients enhance and effectively communicate key governance matters to their investors. Prior to joining Georgeson, Hannah was Vice President, Associate General Counsel and Assistant Secretary for XL Group Ltd, responsible for securities and corporate governance matters, including the development and execution of XL’s shareholder engagement and sustainability strategies, all aspects of XL’s shareholder meetings and governance matters related to XL’s acquisition of Catlin Group Limited and later its merger with and into AXA SA. Prior to that, Hannah was an Associate with Sutherland, Asbill & Brennan (now Eversheds Sutherland), where she counseled clients on public and private securities offerings and corporate governance matters. As a former in-house counsel, Hannah understands the complexities presented by investors’ ever-increasing focus on environmental, social and governance (ESG) issues and helps clients reach consensus within their organizations as to how to best communicate with stakeholders on these topics.
Hannah received her J.D., Cum Laude, from American University Washington College of Law and her B.A. from Hamilton College.
Elizabeth Saunders is a Partner of Clermont, based in Chicago and New York. Elizabeth specializes in building best practices strategic communications programs across a wide spectrum of clients. She has served as senior counsel for business transformation assignments and has actively worked on initial public offerings, pre- and post-merger communications, CEO transitions, and restructurings for Fortune 500 Companies including the Coca-Cola, The Dow Chemical Company and Transocean.
Prior to Clermont, Elizabeth was the Americas Chairman of the Strategic Communications segment at FTI Consulting. The Strategic Communications segment she chaired was a global, financial and corporate communications firm. It is consistently ranked by Merger Market as one of the top M&A firms globally and was named the 2012 “Corporate Agency of the Year” by The Holmes Report.
Renowned for her expertise in the area of corporate governance, Elizabeth has published numerous articles; lectured throughout the U.S. on shareholder activism strategies; and been quoted in Board & Directors Magazine, The New York Times and Wall Street Journal. She was also named to the prestigious National Association of Corporate Director (NACD) “Directorship 100” and Crain’s Chicago Business “40 Under 40”; and has spoken to the NACD and Women Corporate Directors (WCD).
In 2015, Elizabeth also founded Commodore Intelligence, a platform for market intelligence investor profiles and insights into corporate access strategies on US investment in European equities. This platform is used by European companies and their counselors to better target US institutional investors with the strongest probability of investing in their public equities.
Earlier in her career, Elizabeth was a co-founder of Ashton Partners, one of the top-15 independent IR firms in the U.S. FTI Consulting acquired Ashton Partners in 2008.
Elizabeth holds a law degree from DePaul University, with a concentration in Securities Law, and a BBA in Finance from the University of Notre Dame. She is on the Executive Board of Big Shoulders and a former member of the Board of Directors of the National Investor Relations Institute, and head of its Emerging Issues Committee.
Director of advisory and design
Molly has been with Labrador since its entry into the US market, which introduced European communication and design expertise to the US. She works closely with investor relations, legal counsels, corporate secretaries and compensation consultants of some of the world’s leading corporations with one clear focus: producing innovative and transparent stakeholder disclosure documents. With over 7 years of experience, she clearly understands client needs and adds value with design and messaging targeted to respond to stakeholder concerns and expectations.
Tiffany D. Wooley
Assistant Secretary and chief counsel for executive compensation and governance
Marsh & McLennan Companies
Tiffany is Chief Counsel, Executive Compensation & Governance and Assistant Corporate Secretary at Marsh & McLennan Companies, Inc. She advises on legal aspects of senior executive and director compensation and works closely with the Corporate Secretary to serve as a liaison to the Board of Directors and provide advice on corporate governance. Tiffany has served as the secretary to the Compensation Committee since 2011 and the Directors & Governance Committee since 2015. Tiffany is a recipient of a 2011 CEO Recognition Award, which recognizes employees whose outstanding performance positively and profoundly impacted Marsh & McLennan over the year. In 2017, she was recognized as Governance Professional of the Year by Corporate Secretary Magazine. Prior to joining Marsh & McLennan in 2004, Tiffany was an associate at Sullivan & Cromwell LLP in the executive compensation and benefits and mergers and acquisitions groups. She graduated from Butler University and the University of Illinois College of Law, both summa cum laude, and was elected an articles editor of the Law Review.
Marsh & McLennan Companies (NYSE: MMC) is the world’s leading professional services firm in the areas of risk, strategy and people. The Company’s 76,000 colleagues advise clients in over 130 countries. With annualized revenue approaching $17 billion, Marsh & McLennan helps clients navigate an increasingly dynamic and complex environment through four market-leading businesses, Marsh, Guy Carpenter, Mercer and Oliver Wyman.
Ben Ashwell is the editor at IR Magazine and Corporate Secretary, covering investor relations, governance, risk and compliance. Prior to this, he was the founder and editor of Executive Talent, the global quarterly magazine from the Association of Executive Search and Leadership Consultants. Before moving to the US, Ben was the vice president and editor at Executive Grapevine, overseeing a daily news website, ten annual supplements and HR Grapevine, the UK’s leading HR and talent management magazine. In his spare time, Ben writes enjoys rock climbing, running and writing fiction and poetry. Eyewear Publishing named him in their list of the Best New British and Irish Poets in 2016.
Ben Maiden is the editor of Corporate Secretary, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance issues affecting broker-dealers and asset management firms in the US and Europe. Before that, he was editor of Euromoney Institutional Investor’s International Financial Law Review and IFLR’s Americas editor, working in London and New York.
At our think tanks, each participant is someone with an established track record and a strategic GRC role within his or her company. 2019 attendees included:
|Job title||Company||Job title||Company|
|Assistant corporate secretary||UBS Bank USA||Senior attorney & assistant secretary||Edison International|
|Assistant corporate secretary||The AES Corporation||Senior counsel||HP|
|Assistant corporate secretary||Church & Dwight||Senior counsel, investigations & anti-corruption||Change Healthcare|
|Associate general counsel and assistant secretary||Booz Allen Hamilton||Senior counsel, investigations & anti-Corruption||IBM|
|AVP, corporate governance||Chesapeake Utilities Corporation||Senior director, corporate governance||Change Healthcare|
|Chief counsel||Marsh & McLennan Companies||Senior director, executive compensation & assistant secretary||Kelly Services|
|Chief regulatory counsel||Change Healthcare||SVP & corporate secretary||Kelly Services|
|Corporate secretary||UBS Bank USA||SVP & corporate secretary||The Guardian Life Insurance Company of America|
|Counsel, corporate securities mergers & acquisitions||HP||SVP, deputy general counsel & assistant secretary||Tapestry|
|Deputy corporate secretary and corporate counsel||Brighthouse Financial||SVP, legal; corporate & board secretary (North America)||Rabobank|
|Deputy general counsel||Pegasystems||VP, assistant GC & assistant secretary||Coeur Mining|
|Deputy general counsel and secretary||Bunge Limited||VP, chief securities counsel & assistant corporate secretary||Newell Brands|
|Manager, global ethics & compliance||Applied Materials||VP, corporate secretary & deputy GC||The Clorox Company|
|Manager, project||Change Healthcare|
"The interaction among the corporate governance professionals is always interesting and informative. "
"Incredible learning and networking opportunity with participation by everyone. Thanks. Job well done."
"Fantastic small group setting of engaged professional sharing best practices and solutions. Thanks for including me!"
This event is exclusively for GRC professionals. To register for this year’s event, please fill in the form below and if you are eligible, we will send you a confirmation along with detailed event information. If you have any questions or require any assistance with registering for the think tank, please contact Priscilla Lim at +44 20 8004 4989.
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Think Tank Partners
Nasdaq (Nasdaq: NDAQ) is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. Through its diverse portfolio of solutions, Nasdaq enables customers to plan, optimize and execute their business vision with confidence, using proven technologies that provide transparency and insight for navigating today’s global capital markets. As the creator of the world’s first electronic stock market, its technology powers more than 90 marketplaces in 50 countries, and 1 in 10 of the world’s securities transactions. Nasdaq is home to approximately 3,900 total listings with a market value of approximately $13 trillion. To learn more, visit: http://business.nasdaq.com