In this new era of corporate governance, organizations, and their boards, are adapting to complexities driven by factors such as crises, societal perspectives, regulatory requirements, and economic changes. In addition, boards are responding to investor, regulator, and other stakeholder expectations for more participation and engagement. Robust disclosure of the board evaluation process helps reinforce the board’s effectiveness and commitment to its role.

This panel will discuss how a well-structured board assessment can be an effective driver of efficiency, evaluate gaps in board composition and improve their oversight of management.

• Consider if internal stakeholders or external advisors or a mix of the two, result in the best outcome
• Learn what the most effective assessment practices are: frequency, in person interviews and/or questionnaires
• Discover the best use of technology to aid in the process
• Determine when to share the findings of your evaluation and how boards can make the best use of these results
• Proven ways to resolve conflicts that develop from evaluations

Arden Phillips, Vice president, deputy general counsel and corporate secretary, Constellation Energy

Shareholder activism is rising globally and companies are regularly getting checked on their behaviour, board composition, transparency, ESG performance and profitability.

This panel will take a deep dive into realising the initial signs an activist is at your door and how the board can prevent its escalation or mitigate the resulting consequences.

• Understand the trends in activism activity and tactics; and learn when and how to change your narrative
• Best practices for board oversight before and during an activist campaign; and how to work effectively with external counsel and advisors
• Consider the influence of and prospects for the universal proxy card in 2024 and beyond
• Leveraging support from other departments – IROs. (Talking to Proxy advisors)
• Discuss the potential for ESG topics to play a part in activist campaigns in terms of directors and proposals
• Legal defenses against activists and their weaknesses, strengths and unintended consequences

Henrique Canarim, Vice president, senior assistant general counsel and assistant corporate secretary, Leidos
Jeff Taylor, Vice president, chief SEC counsel and secretary, American Water Works Company

Since the possibility of a cyber incident is not an “if” but a “when,” corporate governance professionals must ensure their boards stay vigilant, are prepared and can detect, respond and disclose to the required level when needed. Even though the risks cannot be eliminated entirely, proactive and active oversight will lower the probability of a serious cyber incident occurring and reduce the losses.

This panel will give guidance on how to improve the governance of cybersecurity, and how to educate the board to weigh the opportunities that digitalization and technology may bring to a company against the risks involved.

• Learn how to keep your board updated on the new cyber security regulations and ensure they understand the governance and litigation risks
• Evaluate the importance of having a cyber security vanguard on the board v the expertise of external counsel
• Understand the preparation needed to ensure a plan is in place that can be activated immediately if there is a breach and what that plan looks like
• Determine how governance teams can devise a process for determining what incidents are material and what those disclosures should include?
• Consider the methods needed to nurture a resilient company outlook that combats cyber attacks

Matthew Geekie, Senior vice president, secretary and general counsel, Graybar

AI has become a powerful tool to enhance internal decision-making processes and governance through advanced analytical models and robust risk-management methods.

Experts will assess the solutions available to streamline governance activities and the risks that accompany them.

• Consider the role of the board in delivering comprehensive risk oversight on new technology
• Learn about the processes that support the design, development, deployment and operation of AI models
• Generate strategic, tactical, and operational policies that ensure the use of AI aligns to your organization’s goals and values, and limits organisational risk
• Consider methods to assign accountability and publish controls to monitor and enforce compliance
• Evaluate policy gaps using a policy framework

The continual influx of new regulations and the frequently changing geopolitical landscape are creating a complex environment for corporate secretaries and new disclosures.

This panel will focus on the methods and considerations needed to create a road map that ensures new disclosures are reported efficiently, accurately and on time.

• Consider the best place to start, and how to foster a flexible framework through continual education
• Learn how to define what information needs to be disclosed and balance transparency with practicality to avoid information overload
• Examine a realistic number of industry relevant peer disclosures to gain optimal insights.
• Identify the relevant stakeholders (e.g., companies, investors, regulators) impacted by the requirements to ensure consistent application across diverse entities
• Ensure your team deliver on time and within the strategic guidelines and goals of the company
• Design frameworks to incorporate risk oversight

Jennifer Card, Director II, assistant general counsel, corporate and securities, Etsy

The role of corporate secretaries has significantly shifted over the last years. As a vital cog in the corporate governance wheel, board secretaries now play an essential role in ensuring the smooth and effective functioning of the board and the organization at large.

Here we will deep dive into quantifying the impact of a corporate secretary on the board and the methods used to evaluate their performance.

• Define your objectives and indicators – consider the goals and principles of your corporate governance system and how to measure them quantitatively and qualitatively
• Assess creative methods to collect and analyze data that reflects your corporate governance performance and impact, ensuring it is reliable relevant, consistent comparable and verifiable
• Realize the best way to communicate results to your board using a variety of channels and formats. Considering their expectations and how you can add value to them
• Discover best practice to evaluate and improve performance in a continuous, systematic and responsive way employing mechanisms such as such as feedback, reviews, audits, assessments and ratings
• Understand the guidelines, behaviors and actions that demonstrate accountability and leadership by setting vision and strategy, while fostering culture and nurturing values

Michael Brown, Vice president, assistant general counsel and corporate secretary, New York Times
Richard Gluckselig, Associate general counsel and assistant corporate secretary, Regeneron Pharmaceuticals
Abdullah S.F AlGhamdi, Senior governance and legal advisor, Saudi Telecoms Company

Have open and frank conversations regarding double materiality assessment challenges and opportunities. At the end of the session, hear a roundup of lessons learned so you can apply these to board management when back in the office.

• What challenges do companies face in implementing double materiality assessments? What are the best practices and are there any supporting regulatory guidelines?
• Discuss double materiality assessments and evaluate their use as a strategic decision-making and risk measuring tool
• Share your insights in creating and implementing a double materiality assessment, and lessons learned on the way

Help yourself to a glass of bubbly in this interactive session.

Share your biggest corporate governance challenge in a special session that has been designed to work collaboratively on overcoming challenges with the help of fellow corporate secretaries