NACDNE Events

Events

May 12, 2009

The Nominating and Governance Committees: Best Practices in a Time of Economic Uncertainty

Hotel InterContinental 510 Atlantic Avenue Boston MA 02109
Program Start: 7:30 AM - 9:00 AM
Registration Begins 30 minutes prior.

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Registration Fee: $60 for Members, $80 for Nonmembers, $20 Surcharge for nonregistered walk in attendees.
 
 
In the wake of well-publicized corporate scandals from 2001 through 2003, American businesses developed a renewed focus on corporate governance (assisted in large part by the adoption of the Sarbanes-Oxley Act).  The recent financial crisis combined with the election of politicians favoring increased regulation means more attention on Board decisions and the governance policies and practices that led to those decisions. 
 Many are asking a fundamental question – was the near collapse of the global economy a failure of good corporate governance?  How are Governance and Nominating Committees responding? What can and should the Committee do to best position the Board to respond to these risks?

Join us on May 12, 2009, for a provocative discussion of how the Governance and Nominating Committees’ current responsibilities are evolving in response to today’s economic challenges.  Learn from our panelists what they view as best practices for the Committee, and how its role may be evolving in the wake of current events.

Discussion Topics:

Board Evaluation

  • How does a Board monitor effective strategic oversight during economic turmoil?  
  • Does the Board have the necessary processes in operation, such as Director succession, CEO succession, and talent management?
  • How can a Board evaluation be a tool to identify skills and experience gaps, to help manage Board effectiveness and planning? 
  • What are effective strategies for Board evaluation – for the entire Board, individual Directors and Committees?  Are online evaluation tools revolutionizing Board Evaluations?

Identification and Nomination of Directors

  • Does the Board have the diversity and skill sets necessary for its duties?  Do Committees have the appropriate skills and leadership for effective operation?
  • Why identifying and nominating the right directors at the right time is critical to good governance as well as commercial success.  How are the criteria changing?  Do Boards need industry and subject matter expertise?
  • Are there processes in place to manage Director succession?

Orientation and Development

  • How are new directors oriented to their companies and the challenges they currently face? 
  • What should the Committee do to ensure that existing directors continue to develop their expertise – both internally and externally?
THE PANELISTS: 
Cynthia L. Feldmann serves as a member of the Board and Audit Committee of STERIS Corporation, a company engaged in the development, manufacture and marketing of sterilization and decontamination equipment, consumables and services for healthcare, scientific, research, industrial and governmental customers throughout the world. She serves on the Board and the Technology and Quality Committee of Hanger Orthopedic Group, a NY Stock exchange company providing healthcare to individuals needing limb support or replacement.  She is also a member of the board and the Nominating & Governance Committee and chair of the Audit Committee of Hayes Lemmerz International Inc., a worldwide producer of aluminum and steel wheels for passenger cars, trucks and trailers and a supplier of brakes and powertrain components.  Previously, Ms. Feldmann served as Business Development Officer at Palmer & Dodge LLP, a Boston-based law firm, with a specialty in serving life sciences companies.  From 1994-2002, she was a Partner at KPMG LLP, holding various leadership roles in the firm's Medical Technology and Health Care & Life Sciences industry groups.  Ms. Feldmann also was National Partner-in-Charge of Coopers & Lybrand's Life Sciences practice from 1989-1994, among other leadership positions she held during her 18 year career with the company.  Ms. Feldmann was a founding Board member of MassMedic, a Massachusetts trade association for medical technology companies, where she also served as Treasurer and as a member of the Board's Executive Committee during her tenure from 1997-2001.
 
Robert Hallagan is Vice Chairman and Managing Director of Korn/Ferry International.  A recognized expert in Board Governance, Mr. Hallagan co-founded The Center for Board Leadership, a joint venture with The National Association of Corporate Directors.  He served as the Center’s CEO and then Chairman, leading its mission of developing “Best Practices for Effective Board Leadership” and in this capacity Co-Chaired the Blue Ribbon Commission Report on Board Evaluations.  Mr. Hallagan has been a director of NACD since 1997 and was elected Chairman in 2006.  Prior to joining Korn/Ferry International, he served as Vice Chairman of Heidrick & Struggles, Inc., where he led the firm as CEO from 1991 to 1997 in record growth and profitability.  Mr. Hallagan held many notable positions within the financial services community prior to embarking on a career in search.  These include EVP of the Boston Stock Exchange, EVP and CFO of Hawthorne Securities, and loan officer with Citibank.  He is also a director of ResCare, Inc. and Berkshire Life Insurance Company.  He has served as a director of Bush Industries, a NYSE company, the Harvard Business School Alumni Association of Boston, and the Boston Business Roundtable.  Mr. Hallagan holds an MBA from Harvard Business School and a Bachelor’s degree in economics from Williams College.
 
Lloyd Campbell is a consultant in Spencer Stuart’s New York office. With 28 years of financial services industry experience, he brings to his role deep sector knowledge and functional expertise across the firm’s Financial Services, Private Equity, Industrial and Board Services practices.  Prior to joining Spencer Stuart, Mr. Campbell spent seven years with Rothschild North America as a Managing Director and global partner.  Before Rothschild, hespent 16 years with Credit Suisse First Boston where he started as an associate and rose to Managing Director of the private finance group.  Mr. Campbell first began his career with Teachers Insurance and Annuity Association, where he was a member of the private placement department for five years, responsible for institutional placement investments in corporate entities.  He currently sits on the Boards of The Guardian Life Insurance Company of America, Argyle Security and Spartech Corporation and previously served on the Boards of Alderwoods Group and Georgetown University.  Mr. Campbell heads the Governance Committees on two of his Board roles – Spartech and Argyle Securities. He received a B.S. in business administration from Georgetown University and an MBA from The Wharton School of the University of Pennsylvania.
 
Theodore Sharp is a Managing Director and executive compensation consultant in the Boston office of Pearl Meyer & Partners. He advises Boards in the areas of executive compensation strategy, governance, and board evaluation. He has  more than 15 years experience in incentive plan design, deferred compensation, benchmarking, golden parachute design and evaluation, and the tax and accounting treatment of equity compensation. Mr. Sharp also has extensive expertise  in the design, implementation and legal aspects of retirement programs, welfare plans and benefits. Prior to joining PM&P, Mr. Sharp was a Director in the Boston office of PricewaterhouseCoopers, LLP, where he was responsible for the Total Compensation Practice. He previously headed the Compensation Strategy and Equity Incentives Practice in Boston for Arthur Andersen, LLP and practiced as an ERISA attorney. Mr. Sharp also worked at Fidelity Investments, specializing in the design of tax-exempt retirement plans. Mr. Sharp holds a B.S. from the Leeds School of Business at the University of Colorado and a J.D. from Northeastern University. He is a member of the Massachusetts Bar

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