Program: 7:30 AM - 9:00 AM Registration Begins 30 minutes prior.
Life as a director feels more like trench warfare and less like corporate governance with each passing year. With growing shareholder activism and a host of new requirements to contend with, 2016 will be no exception. At the NACD New England Chapter's January 2016 Breakfast Event, four panelists widely recognized for their expertise will provide the perspective of the shareholder, the law, the accounting profession, and overall corporate governance. The mission: to discuss what directors need to know in preparation for the year-end/proxy season.
Our discussion will run the gamut from risk management and compliance, disclosure and audit committee oversight of financial reporting, the impact of social media, to proxy advisory firm relations and guidelines for engagement with activists and the broader shareholder community. The panelists will share insights on some of this year’s most pertinent topics in corporate governance including, among others, implementation of Dodd - Frank, disclosure related to executive comp and claw-backs, as well as emerging issues for activists and shareholder concerns related to board diversity and board refreshment.
About our Panel:
Timothy M. Phelps, Partner, KPMG LLP
Tim is a partner in KPMG's Department of Professional Practice in New York and works in the Practice Advisory/SEC Group where he works closely with engagement teams to address inquiries while serving on several topic teams including consolidation, financial instruments and leasing. In addition, he has worked on certain SEC related matters for KPMG's publications and comment letters. Tim previously served KPMG's Baltimore and Washington, D.C. Financial Services practice for more than 20 years providing financial statement audits, audits of internal control services and other attestation and compliance related services (including student lending, Reg AB, USAP and Housing and Urban Development (HUD)).
Dan Konigsburg, Managing Director, Deloitte and Touche Tohmatsu Limited
Dan Konigsburg is managing director of corporate governance and public policy for Deloitte Touche Tohmatsu Limited, leads Deloitte’s Global Center for Corporate Governance, and is based in New York. The Global Center promotes dialogue in the critical area of corporate governance through a network of local governance centers across 35 countries. The Global Center coordinates thought leadership on governance issues developed by Deloitte member firms to advance thinking on corporate governance issues around the world. Additionally, as leader for Deloitte's public policy work, Dan oversees teams in Washington, D.C. and Brussels that seek to engage government officials, policy-makers, investors, and non-government organizations on key policy questions affecting our capital markets, economy and society at large. Prior to joining Deloitte, Dan served as Director of Corporate Governance at Standard & Poor's in London and then New York. Over a period of eight years at S&P, Dan was responsible for the development and application of services to evaluate the corporate governance practices of rated companies as well as the integration of governance analytics into credit ratings. Dan serves as Chairman of the OECD's Business Advisory (BIAC) Task Force on Corporate Governance in Paris, is a member of the International Corporate Governance Network's (ICGN) Business Ethics Committee, and serves as a director on the board of the National Institutes for the Psychotherapies. Dan holds a B.A. in Russian and East European Studies from Yale University.
Joseph Keefe, President and Chief Executive Officer, Pax World Management LLC
Joe is President and Chief Executive Officer of Pax World Funds and its investment adviser, Pax World Management LLC, as well as its majority-owned subsidiary, Pax Ellevate Management LLC. Under Joe’s leadership, Pax World has become one of the leading innovators and asset managers in the rapidly growing field of sustainable investing. Prior to joining Pax World, Joe was President of NewCircle Communications, a strategic consulting and communications firm specializing in corporate social responsibility and public policy-oriented communications. He served as Senior Adviser for Strategic Social Policy at Calvert Group from 2003-2005 and as Executive Vice President and General Counsel of Citizens Advisers from 1997-2000. He is a former member of the Board of Directors (2000-2006) of US SIF, the trade association representing asset managers and investors engaged in sustainable investing throughout the United States. Joe has written and spoken widely on the subjects of sustainable investing and women’s empowerment. Recent thought leadership papers include "Gender Equality as an Investment Concept" and "Women and Impact Investing". He is Co-Chair of the Leadership Group for the Women's Empowerment Principles, a joint program of the United Nations Global Compact and UN Women, and also serves as Chair of the Board of Directors of Women Thrive Worldwide, a leading non-profit organization shaping U.S. international assistance and trade policy to help women in developing countries lift themselves out of poverty. Joe was named by Ethisphere Magazine as one of the "100 Most Influential People in Business Ethics" in 2007, 2008 and 2011. In 2012, he was recognized by Women's eNews as one of "21 Leaders for the 21st Century", where he was the sole male honoree, and in 2014 Joe was honored at the United Nations as one of five recipients of the Women's Empowerment Principles Leadership Award. In 2015, Financial Times named him one of its "top feminist men" for his work helping women succeed in business and beyond. He received a Bachelor of Arts in Philosophy from the College of the Holy Cross, and a Juris Doctor degree from the University of Virginia School of Law.
Laurie A. Cerveny, Partner, M&A and Securities Lawyer, Morgan Lewis
Laurie A. Cerveny is an accomplished corporate, M&A, and Securities lawyer. She has extensive experience counseling US and foreign issuers and their boards on mergers and acquisitions and the ongoing disclosure and reporting requirements of public companies, corporate governance matters, annual meeting and proxy-related issues, securities laws, SEC rules, stock exchange listing requirements, executive compensation, and various other matters affecting public companies and their officers and directors. Laurie is a deputy practice leader of the M&A practice area and a member of the firms' Advisory Board and of the steering committee for ML Women, the firm’s women's initiative. Laurie has a robust technology M&A practice, representing both public and private strategic buyers and sellers. She also has a significant cross-border practice and represents a number of dual-listed and foreign private issuers (FPIs) from Canada and other jurisdictions in securities, disclosure, and M&A matters, and represents foreign investors in their US interests. Laurie is knowledgeable in helping her clients raise capital, including through IPOs, secondary offerings, debt offerings, PIPEs and rights offerings. Before joining Morgan Lewis, Laurie was a partner in the corporate practice group at another international law firm.
About our Moderator:
Walter M. Pressey, Vice Chairman and President (Ret), Boston Private Financial Holdings
Walt Pressey is a respected business leader and independent director with extensive experience leading financial services institutions, negotiating mergers and acquisitions and conducting investor relations. He is an Independent Director of The Forsyth Institute, a medical research organization dedicated to discovering break-throughs in oral health and disease prevention. Walt currently serves as a member of the Finance Committee of Boston Children's Hospital, and he serves on the Corporate Advisory Board of The Boston Club.