Clifford Chance offices, New York
Prepare for the 2023 Proxy Season
The SEC’s actions to date increase the focus on executive compensation, human capital, climate and cyber-security disclosures. Furthermore, a continued focus on empowering more shareholders to submit proposals will create additional challenges for companies this proxy season.
Taking place on Wednesday, April 26 The Corporate Secretary Forum – Summer is positioned to help governance teams understand the latest proxy season trends, share best practices and prepare for new rules in 2023.
Join us, in New York to:
Join us to learn how to overcome some of the biggest changes in governance today, including:
We will announce details of the 2023 agenda shortly. In the meantime, click here to view the 2022 agenda.
Timings on the agenda are shown in Eastern Time (ET)
08:30 AM
Registration and refreshments: Meet the attendees
09:00 AM
Opening remarks: Welcome to the forum
Ben Maiden, editor-at-large, Corporate Secretary
Richard Alsop, Partner, Shearman & Sterling
09:15 AM
Crisis management in the context of major geopolitical events
To kick off the forum, our panellists will reflect on how companies and boards have reacted to the war in Ukraine and the resulting sanctions. Is it a question of reputation management, or has this triggered or catalyzed a trend toward de-globalization? And if so, how should companies respond?
Moderator: Ben Maiden, editor-at-large, Corporate Secretary
Joshua Kaufman, chief legal officer, IPG DXTRA
Sonia Kowal, president, Zevin Asset Management
Derek Windham, VP, associate general counsel, Hewlett Packard Enterprise
10:00 AM
Preparing for new SEC regulations: Climate risk and human capital management
Recently, the SEC proposed rules to enhance and standardize climate-related disclosures for investors. In this panel, we will explore how public companies are responding to these changes as well as expected changes around human capital. Topics to be discussed include:
Moderator: Steve Wade, head of event content, Corporate Secretary
Gillian Emmett Moldowan, partner, Shearman & Sterling
10:30 AM
Morning break
10:45 AM
Keeping your board relevant in 2022 and beyond
There is no ‘one size fits all’ method of evaluating your board, but any approach needs to be dynamic, comprehensive, and increasingly transparent. In this session, we will cover recent board evaluation trends and share best practices for adopting an effective evaluation strategy tailored to your business needs.
Moderator: Ben Maiden, editor-at-large, Corporate Secretary
Deborah Rubin, senior partner and head of board & CEO services, RHR International LLP
11:15 AM
Managing a transition from shareholder primacy to stakeholder capitalism
The discussion around stakeholder capitalism continues to gain momentum. Most recently, the war in Ukraine has put public companies under the spotlight, challenging them to respond in the best interests of their communities, employees and suppliers rather than focussing solely on shareholder interests. This panel will discuss how governance professionals and boards can adopt a stakeholder capitalist approach in a way that benefits their company’s long-term success. We will cover:
Moderator: Steve Wade, head of event content, Corporate Secretary
Byron Loflin, global head of board advisory, Nasdaq
Martin Whittaker, CEO, JUST Capital
Josh Zinner, CEO, ICCR
12:00 PM
ESG and the board: Governance structures and effective oversight
The regulatory landscape of ESG is changing rapidly. But the pressures companies face go well beyond adhering to regulation: the most significant pressure comes from investors, employees, and the wider public. As a result, board oversight of ESG needs to respond to the needs of its stakeholders, and the agenda needs to be framed to tackle these issues effectively. Here we will discuss:
Moderator: Ben Maiden, editor-at-large, Corporate Secretary
Alessia Falsarone, managing director, PineBridge Investments
Bobbie King Jr., deputy chief legal officer, Hannon Armstrong
Derek Windham, VP, associate general counsel, Hewlett Packard Enterprise
12:45 PM
Lunch
13:45 PM
The Exchange: Exchange ideas with peers in highly interactive roundtable discussions
Please choose any of the following topics and discuss them with your peers. When the bell rings, move on to your next table and repeat! At the end of the session, hear a roundup of lessons learned so you can apply these when you return to the office.
Tim Human, senior reporter, Corporate Secretary
Ben Maiden, editor-at-large, Corporate Secretary
14:45 PM
Mitigating cyber-security risks and building board resilience
Perhaps one of the greatest legacies of the pandemic on how companies operate is the acceleration of the digital transformation and unprecedented reliance on technology. As more companies adopt long-term remote working policies, and in conjunction with the SEC’s recent developments around cyber-security, there is an urgent need to revise protocols to reduce the risk of a cyber-attack and respond effectively. This includes:
• Impact of the SEC cyber regulation proposal on how public companies are expected to manage cyber risks and disclose incidents
• Does your board need a cyber expert?
• Ensuring your board is adequately equipped to deal with cyber security oversight
• Embedding cyber-security risks in your business strategy, financial planning, and capital allocation processes
Moderator: Steve Wade, head of event content, Corporate Secretary
Evan Barth, assistant corporate secretary, Kyndryl
Seth Gastwirth, deputy general counsel and assistant corporate secretary, JLL
15:30 PM
Shareholder engagement this proxy season: what have we seen so far?
It’s too soon to discuss conclusions from this year’s proxy season, but some key trends are already emerging. What critical issues are shareholders discussing, and how are governance and IR teams leveraging tools and technology to communicate better with their investors?
Moderator: Ben Maiden, editor-at-large, Corporate Secretary
Rich Babineau, director of issuer solutions, Mediant
Kristen Lang, deputy director, ESG investing, Boston Trust Walden
16:15 PM
Closing remarks and networking drinks
Ben Maiden, editor-at-large, Corporate Secretary
To inquire about speaking at the 2023 think tank, please contact [email protected]
Richard Alsop
Partner
Shearman & Sterling
Richard Alsop is a partner in Shearman & Sterling’s Capital Markets practice.
He focuses on capital markets transactions, corporate governance, corporate finance transactions, financial institutions and underwriting practices. He advises corporations and investment banks on a broad variety of capital markets work, including IPOs, convertible bonds and investment grade and high-yield bond transactions. He is a contributor and editor for Shearman &Sterling’s annual Corporate Governance Survey.
Richard represents corporate clients including The Dow Chemical Company, Altice USA, Inc., Ardagh Group S.A., Inc, Boston Scientific Corporation, Consolidated Edison Inc., Genmab, Taro Pharmaceutical Industries Ltd., The Chefs’ Warehouse, and Valvoline.
From 2003 through 2008, Richard was Senior Vice President and General Counsel, Corporate Law at Merrill Lynch & Co., Inc., where he advised executive management and the board of directors on major corporate transactions, corporate finance, corporate governance, executive compensation and other matters. From 1994 through 2003, he held other senior roles in the legal department of Merrill Lynch, including Equity Capital Markets Counsel, Investment Banking General Counsel and Debt Markets General Counsel. He rejoined Shearman & Sterling in 2010.
Richard Babineau
Director of client success and business development
Mediant
Rich Babineau is Director, Client Success and Business Development, Issuer Solutions for Mediant. Prior to joining the company, he worked at Georgeson LLC, where he designed and executed solicita¬tion strategies to support long-term corporate governance goals. He also worked at Broadridge Financial Solutions in mutual fund proxy solicitation services and managed REIT and other corporate issuer communi¬cations events. In addition, he held management roles at D.F. King & Co., John Hancock Signature Services and Putnam Investments. Mr. Babineau is an active member of industry-leading associations. He attended Northeastern University where he studied organizational leadership, is a graduate of the Securities Industry Institute, and holds a certificate from the Corporate Governance Bootcamp Program at New York University’s School of Law.
Evan Barth
Vice President, Associate general counsel and assistant corporate secretary
Kyndryl
Alessia Falsarone
Managing Director
PineBridge investments
Alessia Falsarone, SASB FSA is Managing Director, Head of Sustainable Investing, Portfolio Strategy and Risk in developed credit markets at PineBridge Investments, a global asset manager based in New York. Prior to joining the firm’s predecessor entity, AIG Investments, in 2007, Alessia spent over a decade in advisory roles at Credit Suisse and Citigroup in Europe, North America and Asia.
A fellow of the Aspen Institute’s Business and Society Program and a 2022 Governance Honoree of the National Association of Corporate Directors (NACD), she is an independent director of European insurer Generali, an advisor to the London Stock Exchange Green Segment, as well as a member of the operating board of OpenCorporates in the UK, the largest platform of transparent corporate data and provenance solutions. Alessia is an alumna of Stanford University and the MIT Sloan School of Business.
Seth Gastwirth
Deputy general counsel, assistant corporate secretary
JLL
Seth serves as the Deputy General Counsel, Assistant Corporate Secretary, and GC Work Dynamics at JLL, a Fortune 200 commercial real estate services firm with annual revenue of $19.4 billion, operations in over 80 countries, and a global workforce of approximately 98,000 employees.
Seth is a trusted legal advisor to the Board of Directors and Global Executive Board on legal, corporate governance, and compliance topics. He has a broad range of legal experience in the areas of commercial contracting, corporate governance, M&A, litigation and dispute resolution, compliance and risk management, and employment law. Seth is a proven and effective leader with experience successfully managing global teams.
Joshua Kaufman
Chief legal officer
IPG DXTRA
Bobbie L. King, Jr.
Vice president, deputy chief legal officer
Hannon Armstrong
Bobbie Lee King, Jr. is Vice President, Deputy Chief Legal Officer and Assistant Secretary of Hannon Armstrong Sustainable Infrastructure Capital, Inc., the first US public company solely dedicated to climate solutions. In this role, he advises board members and executives on legal and strategic matters and serves on the company’s ESG leadership team.
Prior to joining Hannon Armstrong, Mr. King served in in-house roles with Charles River Laboratories International, Inc. and NextEra Energy, Inc. Before going in house, he was an associate with Skadden Arps.
Mr. King has served on the boards of charitable organizations focused on education, child welfare, and the environment, as well as a community foundation. He received his undergraduate degree from Princeton University and his JD from the University of Virginia School of Law. He is originally from the St. Thomas, US Virgin Islands.
Sonia Kowal
President
Zevin Asset Management
Kristen Lang
Deputy director of ESG investing
Boston Trust Walden
For over 15 years, Kristen has advanced sustainable business leadership, setting new environmental, social, and governance (ESG) standards and working with investors and companies across economic sectors to embrace ESG integration. As the Deputy Director of ESG Investing at Boston Trust Walden, Kristen works in close partnership with the Director of ESG Investing to achieve the firm’s objectives in ESG research, ESG integration, company engagement, proxy voting, and public policy advocacy. Kristen is a member of the ESG Research & Engagement Committee.
She led a team responsible for improving the performance of the more than sixty members of the Ceres Company Network to mitigate ESG risk, capitalize on sustainable business opportunities, and drive system-wide change. Kristen was also lead author of several Ceres publications, including the Ceres Roadmap 2030, a practical 10-year action plan to help companies strategically navigate and thrive in the accelerated transition to a more equitable, just, and sustainable economy.
Byron Loflin
Global head of board advisory
Nasdaq
Byron Loflin is the Global Head of Board Engagement at Nasdaq, where he leads the Board Engagement team in providing a strategic, collaborative, and technology-based approach to support boards’ efforts in strengthening governance effectiveness.
The portfolio of governance services and products includes a variety of board, CEO, and management evaluations, streamlined Directors’ and Officers’ Questionnaire and pre-proxy disclosure processes, and the Nasdaq Boardvantage board portal.
Byron is the founder and former CEO of the Center for Board Excellence (CBE), which was acquired by Nasdaq in 2019. His experience and expertise are in the design and administration of evaluations, as well as advising boards, board chairs, CEOs, and executive management on board strategy.
Gillian Moldowan
Partner
Shearman & Sterling
Deborah Rubin
Senior partner and head, board and CEO services
RHR International
Deb Rubin is a Senior Partner and Head of RHR International’s Board & CEO Services offering. She specializes in CEO succession, senior executive and senior team development, and managing and implementing organizational change. With more than 30 years of experience in the field, Deb collaborates with boards and senior executives to drive impact in sectors including retail, travel, high-tech, energy, food and food service, manufacturing, and mining.
As a licensed psychologist with a deeply entrenched understanding of boards and the C-suite, Deb thrives in complex situations that require a unique understanding of both the business context and the individuals involved. She believes the more evolved leaders are, the more their employees and communities benefit—being able to offer leaders pathways toward this kind of exponential impact is what drives Deb. Ultimately, helping leaders and teams see their business goals to fruition is at the core of her motivation.
Martin Whittaker
Chief executive officer
Just Capital
Martin Whittaker is the founding CEO of JUST Capital and is responsible for the overall leadership of the organization. He is also co-founder and Board member of the CREO Syndicate, a family office investment network; a Board member of the Carbon Disclosure Project U.S.; and a member of the Forbes Finance Council and Forbes Contributor. He was recently named to the 2020 NACD Directorship 100 – the annual list of the most influential people in the boardroom and on corporate governance – and to Business Insider’s 2020 List of 100 People Transforming Business.
Martin has also served as an Adjunct Professor at the University of Toronto, provided expert testimony on environmental markets to the U.S. Senate, guest lectured at multiple business schools, consulted to major corporations on sustainability- and impact-related matters, and been an invited speaker, published writer, and contributor via television, print, social media, and conferences throughout his career.
Derek Windham
Vice president, associate general counsel
HPE
Derek Windham is currently Vice President, Associate General Counsel at Hewlett Packard Enterprise, leading the Corporate, Securities, and Finance legal team. Prior to that, he was Vice President, Securities and Executive Compensation at Del Monte Corporation, after having served as corporate counsel at the firms of Morrison & Foerster, O’Melveny & Myers, and Shearman & Sterling. He received his J.D. From Harvard Law School in 2002, and B.A. in economics from Yale University in 1999.
Josh Zinner
Chief executive officer
ICCR
As ICCR’s Chief Executive Officer since January 2016, Josh Zinner oversees programs and operations for the organization, and is the lead external organizational representative. Josh has more than 25 years’ experience as a non-profit leader, coalition-builder and policy advocate. Josh is also a long-time public interest lawyer who has spent his career working to promote social and economic justice and corporate accountability. For the eight years prior to coming to ICCR, Josh co-directed the New Economy Project, an organization that works with community groups on economic justice issues and is at the forefront both locally and nationally in the fight against discriminatory financial practices.
Ben Maiden
Editor-at-large
Corporate Secretary
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.
Steve Wade
Head of event content
Corporate Secretary and IR Magazine
Steve Wade is a content researcher and conference producer at IR Magazine where he is responsible for crowd-sourcing intelligence on the big global issues facing investor relations. Steve also creates events where the IROs and the wider financial community can discuss, debate and learn about ways to develop the IR function.
Prior to IR Magazine, Steven’s background has been in corporate social responsibility and responsible investment. During his time at Ethical Corporation (now Reuters Events), Steve launched the ESG symposium, an event focused on connecting the socially responsible investment community with corporate sustainability leaders at listed companies. Steve was a judge for the Deloitte Green Frog Awards, celebrating the best corporate reporting in Eastern Europe. Steve also presented research at the Global Sustainable Event Summit in London and has spoken about extra-financial reporting with the United Nations Global Compact, the World Bank and the Polish Ministry of Finance.
Steve has a degree in Event Management and enjoys playing rugby in his spare time.
Our attendees are leading GRC practitioners with an established track record and strategic GRC role within their company.
Below is a sample of some of our past attendees:
Job title | Company | Job title | Company | |
CEO and founder | Canadian Corporate Board Advisory Services | Senior counsel, governance & chief of staff | Tyson Foods | |
Chief corporate affairs & communications officer | Vanda Pharmaceuticals | Senior governance specialist | Marathon Oil | |
Chief counsel | CSG Systems International | Senior manager, governance | Viatris | |
Chief executive officer | Flux Power | Senior manager, legal affairs | Banque Nationale | |
Chief legal officer | Premier Financial | SVP | Global Atlantic | |
Chief legal officer | Universal Technical Institute | SVP & chief human resources officer | HASI | |
Corporate paralegal | RELIX | SVP & deputy corporate secretary | CNA Financial | |
Deputy general counsel & secretary | Huntington National Bank | SVP & general counsel | AIG | |
Director counsel | Target Corporatoin | SVP, finance & investor relations | Organon | |
Director, corporate governance & managing attorney | Sempra Energy | SVP, general counsel & corporate secretary | Murphy Oil Corporation | |
Director, ESG | South Jersey Industries | SVP, chief legal officer & corporate secretary | Meritor | |
Director, legal services, governance & assistant CS | Cameco Corporation | SVP, corporate governance | Columbia Bank | |
Director, sustainability | Micron Technology | SVP, deputy general counsel & CS | Yelp | |
ESG director | Splunk | SVP, general counsel & secretary | Xenia Hotels & Resorts | |
EVP – general counsel and secretary | NCINO | VP | Hannon Armstrong | |
EVP & general counsel | Chugach Alaska Corporation | VP & associate general counsel | VeriSign | |
EVP, general counsel & corporate secretary | Ryder System | VP & associate general counsel | Avery Dennison Corporation | |
EVP, general counsel & secretary | Focus Brands | VP, chief compliance officer & CS | NW Natural Gas Company | |
Executive director & corporate secretary | DTCC | VP, chief SEC counsel and secretary | American Water Works Company | |
Legal counsel & corporate secretary | Antigua Commercial Bank | VP, corporate legal | Dolby Laboratories | |
Manager, governance | Payments Canada | VP, general counsel and secretary | National Fuel Gas Company | |
Managing attorney | Paycom | VP, legal and general counsel | Gibson Energy | |
Managing chief counsel | McKesson Corporation | VP, legal, corporate secretary | MGRC | |
Managing director | KPMG | VP, senior counsel, corporate & deputy secretary | Henry Schein |
Why partner with us?
The Corporate Secretary Forum – Summer brings together some of the most influential people in the GRC community.
The event offers an effective approach to targeting clients when they are exploring how they can improve their GRC practice. Through our unrivaled knowledge of the subject matter and commitment to in-depth agenda research, our events are guaranteed to attract a qualified audience.
The unique buzz we create at our in-person events – a far cry from a traditional conference – makes them multi-faceted and highly interactive with great engagement in particular from senior GRC professionals. This allows our partners to have meaningful conversations with corporates who are deciding which parts of their GRC program to invest in, which service providers to engage and consultants to retain. By partnering with us on an event, you can generate leads, showcase your thought leadership and position yourselves as the partner of choice to the GRC community.
We’d love to have a chat with you about how you can get in front of a truly engaged and motivated audience at the Corporate Secretary Forum – Summer. Get in touch with Lucas Alexandre or call on +1 646 327 5725 .
In association with
Clifford Chance is one of the world’s pre-eminent law firms with significant depth and range of resources across five continents. We provide our clients with the highest-quality advice and legal insight, which combines the firm’s global standards with in-depth local expertise. We advise clients the world over on sustainable business transition and transformation, offering global coverage and technical excellence in the major aspects of ESG. The climate emergency, imperative social issues, and increased importance of effective governance require advice and support from the forefront of ESG developments, as part of achieving the Just Transition. Our team is on hand to enable business transition and to protect and create your sustainable growth.
For more information, please visit our website.
Forum Partners
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.
Click on the button below to book your ticket.
The super early bird rate expires on March 17, 2023. After this date, the price will increase to the early bird rate of $195. The standard rate is $295.
If you have any questions, please contact Mona Stanica at [email protected] or +44 20 8090 0391.
We are pleased to announce that the 2023 forum will be held at:
Clifford Chance US LLP
31 West 52nd Street
4th Floor
New York, NY 10019 6131
PLEASE READ: The venue has a strict vaccination policy for in-person attendees, which requires all delegates to provide proof of double vaccination. Anyone unable to provide proof will be denied access to the venue.
Accommodation:
The organizers have arranged for discounted rates at nearby hotels located a short distance away from the venue. Click here to view the hotels and rates.
For partnership opportunities
+1 646 327 5725
For agenda inquiries
+44 20 8004 4818
For all other inquiries
+44 20 8090 0391