Ready for Proxy Season? Ask the Experts
Each year we arm directors for the difficult issues that might arise at your annual meetings, typically, as the result of legal, accounting and governance changes or shareholder concerns.
Such issues might include:
- Culture: How does a Board really know and understand our firm’s culture? What disclosures regarding the culture are best practices should be included in our annual report.
- Tax Reform Impacts: Does our “effective” tax rate make us a target? What checks and balances do we employ to insure we comply with best practices in this area? How do we balance shareholder return with good corporate citizenship? How does the Tax Reform Act impact corporate reporting?
- Brexit: For Global companies--- Impact or not—what should the Board be thinking about – what kind of disclosures should be made—perhaps in MD&A or Risk Factors.
- Compensation: Is the CEO Pay Ratio a bigger issue inside the firm rather than outside the firm? Are employees wondering why they are paid below the median pay level? Does this list raise questions about gender or racial compensation equity? How does the ratio impact unions or investors?
This year in addition to addressing the inevitable administrative changes, we will focus some attention on sustainability. We are fortunate to have among our expert panelists, Jackson Robinson, whose investment premise at Trillium Asset Management involves investing in companies that integrate sustainability and ESG factors into their business models. There are seventeen sustainability goals adopted by the UN in 2015 that his firm endorses and has integrated into its investment process. As good back ground for the meeting please refer to this link of an article in the May 2017 NACD Journal concerning ESG (Environmental, Society and Governance) issues.
We want to answer your particular questions.
As a stimulus, ask these three questions of your management
- What is the carbon footprint of the firm?
- How does that compare with five years ago?
- What is your expectation for the carbon footprint five years hence?
Management should know the answers before a shareholder asks the questions. When you consider there are seventeen areas to investigate to understand sustainability I am sure you will agree that there is plenty to talk about.
Jackson W. Robinson - Vice Chair & Portfolio Manager, Trillium Asset Management
Jack Robinson joined Trillium in 2015 as Vice Chair. He has over three decades of experience working in the field of sustainable and responsible investing. In 1983, Jack founded Winslow Management with the mission of providing green investment services to individual and institutional clients. In 1991, Winslow began to focus exclusively on green investing. Under his leadership, the firm developed a unique growth investing style and became widely recognized as a leader in the green investing field. In March 2009, Winslow merged with Brown Advisory, where Jack served as Partner, Portfolio Manager, and Head of Sustainability Strategies before joining Trillium.
Jack serves on the Board of Atlantica Yield (NASDAQ: ABY) and as a Trustee of Suffield Academy, where he chairs the Investment Committee. He also serves on the advisory boards of Bambeco LLC, E|F|W (Energy, Food & Water) LLP as well as for the American Council for Renewable Energy (ACORE), Rhode Island Governor Gina Raimondo’s Sustainability Working Group, and the Brown University Library. Jackson has participated on the environmental advisory boards for the University of Massachusetts and the University of Michigan.
Jessica (Jessie) Lochmann - Partner with Foley & Lardner LLP
Jessie is a vice chair of the firm’s Transactions Practice. She is a member and a former co-chair of the firm’s Manufacturing Industry Team and the former hiring partner for the Milwaukee office. Ms. Lochmann practices corporate and business law, with an emphasis in securities law and compliance, corporate governance, executive compensation, capital markets transactions, and mergers and acquisitions. She regularly advises clients regarding state and federal securities law compliance and corporate governance matters, assists clients with the preparation and review of Securities Exchange Act filings, advises clients regarding compliance with stock exchange listing requirements, counsels clients regarding shareholder activism and related preparedness, and represents public and private acquirors and targets in mergers and acquisitions transactions. Ms. Lochmann also represents issuers in securities transactions, including initial and secondary public offerings of equity securities and public and private placements of debt securities.
Ms. Lochmann has served as the co-chair of the firm’s National Directors Institute Program since 2014. She is a frequent speaker on corporate governance and SEC-related topics.
Maura Hodge - Audit Partner at KPMG
Maura is an audit partner in KPMG’s Pre-Clinical and Clinical Stage Life Sciences practice in Kendall Square. She has more than twelve years of experience providing financial statement audit, audit of internal control, and related attestation services to both publicly-traded and private clients with an international reach within a variety of industries, including health care and life sciences, software, and industrial manufacturing. Currently, she works primarily with life science startups, providing audit services for her clients’ initial public offerings and follow-on offerings.
Maura also established KPMG’s national Sustainability attestation practice in the United States and serves as the lead engagement audit partner on the attestation of Corporate Responsibility data for various Fortune 250 clients. She regularly liaises with advisory and international colleagues to remain abreast of emerging issues, standards, and trends within the field of Corporate Responsibility reporting.
Maura serves on the Board of Directors of the Boston Faith and Justice Network, and was named to the Boston Business Journal’s 40 Under 40 Class of 2017. She graduated from the University of South Carolina with a BS degree, and the Moore School of Business, University of South Carolina with a MACC degree. She is a licensed CPA in the state of Massachusetts and is a member of the American Institute of Certified Public Accountants and the Massachusetts Society of Certified Public Accountants.
Kristen Sullivan - Partner, Deloitte & Touche LLP (US) Americas region sustainability services leader, Deloitte Global
In her Global role, Kristen serves as the DTTL Americas Region Sustainability Services Leader.
In her member firm role, Kristen leads Sustainability Reporting, Assurance & Compliance services for Deloitte US. She has extensive experience in sustainability risk assessment, reporting and assurance, and she leads the US member firm’s efforts in social impact investing and Conflict Minerals Advisory and Assurance services. Kristen also serves on a number of task forces, councils, and boards focused on sustainability standard setting and reporting initiatives.
Walt is currently an Independent Director of The Forsyth Institute, which is affiliated with Harvard Medical School and Harvard Dental School, and for the past four decades is the world's leading independent oral health research institution. He also serves on the Finance Committee of Boston Children’s Hospital. Formerly, Walt served as Chairman of the Immune Disease Institute and led its merger into Boston Children’s Hospital where it continues as the Program in Cellular and Molecular Medicine. His years of board service also include Vice Chairman of Boston Financial Holdings, Inc. (NASDQ) and board director of five of its affiliates.
Formerly, Walt served as Vice Chairman, President or CFO of Boston Private Financial Holdings where he crafted and executed strategies for the firm and coached CEOs of its ten subsidiaries with respect to their business strategies and operations. He held specific responsibility for negotiating acquisitions and dispositions. He also played a leading role in raising capital and in risk management. He was the public voice and face of the firm as its Manager of Investor Relations. Prior to his service at Boston Private, Walt served in various positions at The Boston Company and its primary affiliate Boston Safe Deposit and Trust Company. He rose from Budget Analyst, to Chief Financial Officer, Chief Planning Officer, and Manager of the firm’s Cash Management Division, and he played a leading role in selling The Boston Company to Mellon Bank, now Bank of New York Mellon. Thereafter he led the integration of Mellon Bank’s Private Asset Management businesses creating the largest Personal Trust business in the US.
In addition to his board roles, Walt is on the Corporate Advisory Board the Boston Club and is a member of: National Association of Corporate Directors, Corporate Directors Group, Board Leaders, Financial Executives International, and Treasurers’ Club of Boston. Walt was awarded the F. Gorham Brigham, Jr. Lifetime Achievement Award in Boston Business Journal’s 2012 CFO of the Year Awards. He also was a board member of Boston Private Financial Holdings, Inc. that was named Board of the Year in 2007 by the National Association Corporate Directors New England Chapter.
Walt served as a Liaison Officer in the US Army Chemical Corps at Edgewood, MD and in the Vietnam theatre. He graduated from the University of Vermont with an AB in chemistry and from the Harvard Business School with an MBA in Finance and General Management. He resides in Belmont, MA.
Location and Time
Foley & Lardner
111 Huntington Avenue, Suite 2600
Boston, MA 02199
Program Start: 7:30 AM - 9:00 AM
Registration Begins 30 minutes prior.