An interactive event from Corporate Secretary: Live from 11am EDT to 3pm EDT and available for replay
The impact of Covid-19 on people’s personal and professional lives has been profound, with uncertainty and market volatility having an impact on public companies and their shareholders. The role of the corporate secretary and general counsel in this crisis is amplified, as boards seek support and guidance while they navigate unprecedented challenges.
Corporate Secretary, as a key stakeholder in the governance community, hosted a first-of-its-kind virtual conference offering professionals valuable insights and best practices for handling key aspects of governance during this crisis. The event was delivered virtually, with fully interactive live panel debates, 1-1 meetings, resource libraries and more.
Click on each session below for more details or view agenda as a PDF here. The times mentioned below are in EDT. All sessions will be available for replay.
Opening remarks: Welcome to the virtual event
Ben Maiden, editor-at-large, Corporate Secretary
What is the role of your board during – and beyond – Covid-19?
In this session our panel of experts will discuss what your board should be doing now, how it should be helping the company prepare for the lifting of lockdown orders – and how it can start planning for long-term risks and opportunities that may arise because of the pandemic.
Topics for discussions will include:
Ben Maiden, editor-at-large, Corporate Secretary (Moderator)
Eileen Kamerick, board member, Associated Banc-Corp., Legg Mason Closed-End Mutual Funds, Hochschild Mining, plc, and AIG Funds
Catherine Kilbane, retired SVP, Secretary & General Counsel at The Sherwin-Williams Company and lead director, The Andersons
Dottie Schindlinger, executive director, Diligent Institute and co-host of The Corporate Director Podcast
The importance of ESG in the pandemic and what it teaches boards
Investors report that they are continuing to pursue ESG issues during the pandemic, with human capital management being a particular focus. They suggest that, if anything, the crisis highlights the importance ESG-related concepts such as long-term planning and stakeholder value.
Topics for discussion will include:
Ben Maiden, editor-at-large, Corporate Secretary (Moderator)
Melanie Adams, VP and head of corporate governance and responsible investment, RBC Global Asset Management
Amanda Cimaglia, managing director, ESG, Solebury Trout
Matt Geekie, SVP, secretary and general counsel, Graybar Electric Company
Kaley Childs Karaffa, director of board engagement, Nasdaq
Virtual AGMs: Getting it right first time, and what it means for the 2021 proxy season
Health and safety concerns arising from the coronavirus have led to hundreds more US companies holding virtual AGMs this proxy season. It is important to handle a range of operational, technological and governance issues correctly even if it is your first time using the format, and the experience of doing so may affect whether companies go back to in-person meetings next year.
Topics for discussion will include:
Ben Maiden, editor-at-large, Corporate Secretary (Moderator)
Jericah Cummings, managing attorney – governance and risk, Paycom
Sherry Moreland, president and chief operating officer, Mediant
Michael Reilly, executive VP, general counsel, chief compliance office and secretary, FMC Corporation
Rory Ross, global head of strategic legal matters and assistant corporate secretary, HP
Closing keynote: Life goes on; acquisition of assets during a global pandemic
Josh Lawler, partner, Zuber Lawler & Del Duca
Networking with attendees
End of event
Click on each speaker to view their biographies
VP and head of corporate governance and responsible investment
RBC Global Asset Management
Melanie Adams: J.D., Law, University of Toronto; B.Sc., University of Waterloo. Melanie is Vice President & Head, Corporate Governance & Responsible Investment for RBC Global Asset Management (RBC GAM) and a member of the Executive Committee. The CGRI team supports RBC GAM’s investment teams in integrating environmental, social and governance factors into the investment process, engages in active stewardship and provides meaningful client reporting on responsible investment. Melanie joined RBC GAM in 2014 and has also held roles in Fund Governance and Strategy. Prior to working at RBC GAM, Melanie was Senior Counsel, Litigation for another large financial institution, and Enforcement Counsel at the Ontario Securities Commission (where she spent time working at the Office of the Criminal Crown Attorney).
Managing director, ESG
Amanda currently leads Solebury Trout’s Environmental, Social & Governance (ESG) practice, which guides companies on ESG strategies that create long-term value and drive stakeholder engagement, encompassing both investor relations and corporate communications initiatives. Amanda works closely with management teams and boards to create, improve and communicate strong ESG practices that can reduce risk and create opportunities, leveraging her practical investor relations, corporate communications and ESG expertise.
Prior to joining Solebury Trout, Amanda most recently led Investor Relations & ESG reporting at Hannon Armstrong (NYSE: HASI), an investor in climate change solutions, broadly recognized as a leader in ESG. She joined Hannon Armstrong in 2012, prior to its initial public offering, and was responsible for the development and execution of the company’s investor relations and corporate communications strategies as well as creating and implementing ESG-related strategies, policies and communications. During her seven-year tenure at Hannon Armstrong, Amanda participated in raising over $1 billion in the public capital markets. Notably, she built an award-winning investor relations program, garnering the 2019 Best Overall Investor Relations (Small Cap) Award and was a finalist for Best ESG Reporting at the IR Magazine 2019 U.S. Awards. She was also a finalist for the 2018 Rising Star of Investor Relations award. She has served as a member of the ESG working groups for both the New York Stock Exchange (NYSE) and the American Council on Renewable Energy.
Managing attorney – governance and risk
As an attorney for Paycom, Cummings advises company executives on corporate governance compliance and best practices, and manages Paycom’s enterprise risk management program. A first-generation college graduate, Cummings earned a 2012 bachelor’s degree from the University of Missouri – St. Louis While earning her 2015 Juris Doctor from the University of Denver – Sturm College of Law, where she served as a student representative on the Woman’s Bar Association board.
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. Graybar celebrated in 2019 150 years as a company and 90 years of employee ownership. 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’s broad-based legal experience includes corporate law, corporate governance, cybersecurity, commercial and securities law, 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, 2016 and 2018.
Geekie currently serves as Chairman of the Board of the St. Louis Community Foundation, as Chair of its Executive and Gift Acceptance Committees, and as a Member of its Finance and Audit Committees; as a Member of the Saint Louis Zoo Association Board and its Executive, Government Relations, Investment, Finance and Major Gifts Committees; and as a Member of the Board of The Oasis Institute and on its Executive and Finance Committees. He is also a Member of the Board of CK Power, a Member of the St. Louis/Chicago Regional FM Global Advisory Board and a Member of the Board of the Missouri Law Institute.
Associated Banc-Corp., Legg Mason Closed-End Mutual Funds, Hochschild Mining, plc, and AIG Funds
Ms. Kamerick consults and lectures on corporate governance and compliance matters and is an NACD Board Leadership Fellow and has completed the NACD Director Certification exam. She previously served as CFO of such leading companies as BP Amoco Americas, Leo Burnett, Heidrick & Struggles, and Houlihan Lokey She began her career as a lawyer at the law firm of Skadden Arps and she holds a JD and an MBA, with honors, in Finance and International Business from the University of Chicago. She holds a BA from Boston College where she was elected to Phi Beta Kappa and was valedictorian. She is a member of the Board of Directors for Associated Banc-Corp, AIG Funds, Hochschild Mining, plc, and 23 closed end Legg Mason mutual funds. She served on the Board of Directors for ServiceMaster and IRI before both companies were purchased by private equity firms. She qualifies as an SEC financial expert and chairs three audit committees and one corporate governance committee. She was profiled as a Director to Watch in 2016 by Directors and Boards Magazine and in The Board Game: How Smart Women Become Corporate Directors. She was named among the Most Influential Corporate Directors for 2019 by WomenInc magazine. She also serves on the National Board of Directors of the Alzheimer’s Association. She is a lecturer at University of Chicago Law School, Georgetown Law Center, and University of Iowa College of Law and for the NACD Battlefield to Boardroom board readiness program.
Kaley Childs Karaffa
Director of board engagement
Kaley is the Director of Board Engagement at Nasdaq. Prior to Nasdaq’s acquisition of Center of Board Excellence (CBE) in October 2019, Kaley was CBE’s Vice President, Client Services, Business Development & Legal from September 2015 through 2019. In her current role, and under her role at CBE, Kaley advises boards and CEOs on corporate governance matters, board and director effectiveness, CEO and leadership evaluation and performance, board and management alignment, and compliance and risk matters. She works with public, private, and nonprofit organizations in a wide range of industries globally. Prior to joining CBE, Kaley served as General Counsel of Clarolux LLC. Before beginning an in-house practice, she practiced law in New York City with a focus in real estate, banking law, and litigation. Prior to attending law school, Kaley served as Program Director of Jefferson County Teen Court.
Kaley is currently the Chair of the Board of Trustees of the Northside Charter High School in Brooklyn, NY, serves on the patient advisory board for a privately held pharmaceutical company, and serves as on the Seattle Cancer Care Alliance Patient Safety Committee and Patient & Family Advisory Council. She served as Co-Chair of the CLE Committee of the North Carolina Bar Association Corporate Counsel Section from 2015 through 2017. Kaley founded and served on the Board of Directors of YP Civitan of Greensboro from 2013 through 2016. She received a Bachelor of Arts degree cum laude in Political Science from Samford University and a Juris Doctor from Pace University School of Law. Kaley is admitted to practice law in the State of New York.
Retired SVP, Secretary & General Counsel
Sherwin-Williams Company and lead director, The Andersons
Since 2007, Cathy has served on the Board of Directors of The Andersons, Inc. (NASDAQ:ANDE), a $5 billion diversified agribusiness company. She is the lead independent director and chairs the Nominating and Governance Committee and is a member of the Compensation Committee. In July 2018, Cathy was elected to the board of The Davey Tree Expert Company where she serves on the Audit Company. In July 2018, Cathy was elected to the board of directors of Interface, Inc., a global designer and manufacturer of luxury floorcoverings based in Atlanta. She serves on the Audit Committee of Interface.
Cathy also currently serves on the Board of Trustees of The Cleveland Clinic Foundation, the Cuyahoga Community College Foundation, the Downtown Cleveland Alliance and the 50 Club of Cleveland. Cathy is a member of the National Association of Corporate Directors where she serves on the Nominating and Governance Committee Advisory Panel.
In August, 2017, Cathy retired as the Senior Vice President, General Counsel and Secretary of The Sherwin-Williams Company (NYSE:SHW), a $14 billion global paint and coatings company. In that role, Cathy oversaw delivery of domestic and global legal services, advising management on all aspects of legal and regulatory matters relating to the company’s 40,000 employees and over 4,200 retail stores. Additionally, Cathy was responsible for corporate governance, litigation, environmental, mergers and acquisitions, and intellectual property.
Prior to Sherwin-Williams, Cathy served as the Senior Vice President, General Counsel and Secretary of American Greetings Corporation, a position she held for nine years. In this capacity, she had oversight for the legal department and all legal functions, as well as involvement in tax, government relations, real estate and internal audit.
Prior to American Greetings, Cathy practiced law for sixteen years with Baker & Hostetler, LLP, where she was a partner in the general business group, specializing in commercial and intellectual property issues.
Cathy is a 1987 graduate of Case Western Reserve University’s School of Law, and she earned a Bachelor of Arts degree from Case in 1984.
Cathy, her husband Don Bullock, and their two children reside in Hunting Valley, Ohio.
Zuber Lawler & Del Duca
Mr. Lawler’s practice focuses on corporate governance, capital markets, mergers & acquisitions, securities law and technology transactions. His clients include private equity groups, public and private companies, utilities, entities involved with digital assets and sellers of large assets. In collaboration with multi-lingual colleagues, Mr. Lawler often works across languages and sovereign borders to execute international transactions. He’s worked in relation to over 20 countries over the past several years. Many of his clients are domiciled outside of the United States. Mr. Lawler leads the firm’s Emerging Technologies Group, with a particular emphasis on Blockchain (distributed ledger), artificial intelligence, robotics, biotechnology, virtual/augmented reality, cybersecurity, and related technologies.
Ben Maiden is the editor-a-large of Corporate Secretary, having joined the company in December 2016. He is based in New York. He had previously been managing editor of Compliance Reporter since January 2007, covering regulatory and compliance issues affecting broker-dealers and asset management firms. Before that, Ben was editor of International Financial Law Review and IFLR’s Americas editor, working in London and New York.
President and chief operating officer
Sherry Moreland is President and Chief Operating Officer for Mediant. Joining the company in 2007 as Director of Issuer Services, she brings more than 30 years of industry experience in broker/dealer operations, mutual fund processing, shareholder services operations, and retirement plan administration, among other functions. Ms. Moreland previously served as Mediant’s Chief Operating Officer, managing operations and performance for the company’s fast-growing services to banks, brokers, corporate issuers and mutual funds. Prior to that role, she was Vice President and Senior Operations Manager for First Union’s Corporate Trust Group (now Wachovia), and Assistant Vice President of Operations for Reliance Trust Company. She also held positions at Primerica Financial Services in Operations and Customer Service. Ms. Moreland holds a BA in political science from University of Georgia. Throughout her career she has served on and chaired several industry and corporate committees and taskforces.
Executive VP, general counsel, chief compliance office and secretary
Michael F. Reilly is Executive Vice-President, General Counsel, Chief Compliance Office and Secretary of FMC Corporation, a global agricultural sciences company headquartered in Philadelphia. Mr. Reilly is a graduate of Columbia University and Harvard Law School. He joined FMC in 2002 as Group Counsel for the Agricultural Solutions business and then held a succession of roles in support of FMC’s agriculture business, including managing M&A, business legal affairs, joint ventures, litigation and compliance; he was appointed FMC’s General Counsel in 2019. Prior to FMC, Mr. Reilly held in-house roles at Zeneca (now AstraZeneca) and Syngenta. Earlier in his career, Mr. Reilly worked as an attorney in private practice, specializing in litigation and environmental law, at Sidley & Austin in New York and Ballard Spahr Andrews & Ingersoll in Philadelphia.
Global head of strategic legal matters and assistant corporate secretary
Ruairidh (“Rory”) Ross is a Global Head of Strategic Legal Matters & Assistant Corporate Secretary at HP Inc.
Rory joined HP with the EDS merger in 2008. Prior to assuming his current role, Rory was the Interim General Counsel as HP Inc. separated from Hewlett Packard Enterprise in 2015. Rory previously was a senior vice president and deputy general counsel providing legal support for HP Enterprise Services worldwide and has led teams that provided legal support for the HP Enterprise Sales, Marketing, and Strategy organization worldwide, as well as the HP Americas region and HP’s Global Government Relations function.
Throughout his 12-year career with EDS, Rory supported a broad cross-section of business units and field organizations. He was the lead EDS lawyer on the HP–EDS Integration and before that most recently had leadership of the EDS Global Commercial Contracts Management organization and the Special Account Projects and IP Assertion programs. Previously, Rory was the legal manager and Global Business Partner for EDS Operations Solutions, EDS General Motors Account, and the EMEA UK legal team, and General Counsel for AT Kearney.
Prior to joining EDS, he was a partner at a European law firm and worked in London, Paris, and New York.
Ruairidh has an LLB (Hons) law degree from Bristol University and is admitted to the bar in England, Wales, and New York.
Diligent Institute and co-host of The Corporate Director Podcast
Dottie Schindlinger is Executive Director of the Diligent Institute, the think tank and research arm of Diligent Corporation, leading provider of secure corporate board communication and collaboration software used by over 650,000 directors and executives globally. In her role, Dottie provides thought leadership on governance, cybersecurity, and technology topics through presentations to boards and executives dozens of times each year at events around the globe. Her work has been featured in Forbes, The Wall Street Journal, and in multiple governance and technology publications including Corporate Board Member Magazine, Trustee Magazine, Corporate Secretary Magazine, Execranks, CSO Online, and Dark Reading. She is co-author of the book, Governance in the Digital Age: A Guide for the Modern Corporate Board Director, ©2019, John Wiley & Sons, and she co-hosts the fortnightly show, The Corporate Director Podcast.
Dottie brings over twenty years’ experience in governance-related roles, including serving as a director, officer, committee chair, senior executive, governance consultant and trainer for private, public, and nonprofit boards. She was a founding team member of the tech start-up BoardEffect – a board management software provider focused on healthcare and nonprofit boards, acquired by Diligent in late 2016. She serves on the Advisory Board of the Diligent Institute and is the Vice Chair of the Board of the Alice Paul Institute. She is a graduate of the University of Pennsylvania.
Diligent is the pioneer in modern governance. We empower leaders to turn governance into a competitive advantage through unparalleled insight and highly secure, integrated SaaS applications, helping organizations thrive and endure in today’s complex, global landscape. Our trusted, cloud-based applications streamline the day-to-day work of board management and committees, support collaboration and secure information sharing throughout the organization, manage subsidiary and entity data, and deliver the insights and information leaders need to mitigate governance deficits and seize new opportunities.
The largest global network of corporate directors and executives, Diligent is relied on by more than 16,000 organizations and 650,000 leaders in in over 90 countries. With award-winning customer service across the globe, Diligent serves more than 50% of the Fortune 1000, 70% of the FTSE 100, and 65% of the ASX.
Visit www.diligent.com to learn how modern governance helps you outperform your peers and the competition.
Mediant provides technology that is smarter, faster and better to help our broker, issuer and fund clients take control of their investor communications in a transparent and seamless way. Our solutions are driven by leading technology and strict compliance with industry regulations, which allows clients to balance innovation with requirements.
Find out more at mediantinc.com.
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
CT Corporation is the premier global provider of corporate legal compliance solutions. For over 125 years, CT has been the industry leader for registered agent services, incorporation services, and managed services. With a global reach into over 150 countries, more than 75 percent of Fortune 500 companies, 95 percent of AmLaw 100 law firms, and 350,000 small businesses trust CT to handle their compliance needs.
For more information, visit ct.wolterskluwer.com.
Innisfree provides a range of analytical and advisory services to assist in your investor relations efforts. Our analytical capabilities, both quantitative and qualitative, coupled with an unequalled ability to track real-time shareholder developments can inform your understanding of the concerns and expectations of investors. Our Investor Relations Group draws upon the firm’s substantial M&A experience in identifying hostile accumulations as well as providing up-to-the-minute insight into questions of corporate governance.
For more information, please visit www.innisfreema.com
Zuber Lawler focuses on intellectual property; deals; IPOs; M&A and other regulatory work; FDA and other litigation. The firm manages matters for clients throughout the world from offices in Chicago, Los Angeles, New York and Silicon Valley. Zuber Lawler represents a long list of Fortune 500 companies, global funds and government entities. Zuber Lawler’s attorneys work in languages covering 90% of the world’s population.
For more information, visit www.zuberlawler.com