PROGRAM San Diego, CA Fall Program Book... · Our new podcast series offers bite-size audio...

CII 2017 Fall Conference A

CII Fall ConferenceSeptember 13–15, 2017

Hilton San Diego Bayfront HotelSan Diego, CA

PROG

RAM

www.cii.orgB

CONT

ENTS

CONTENTS

1 Welcome to CII’s 2017 Fall Conference!

2 Thank You to Our Conference Sponsors

5 Conference Information

6 FAQs

9 Hotel Map

12 Agenda

25 CII Education Courses

29 Attendees

40 CII Members

45 CII Staff

47 CII Leadership

Thank you to our program booklet sponsor

CII 2017 Fall Conference 1

WELCOME TO CII’S 2017 FALL CONFERENCE!

We have an exciting program that includes provocative, insightful speakers on a range of topics—from the drivers fueling the shrinking number of public companies, to investment trends, to understanding financial crises, to human capital management. We will hear from the SEC, and the conference also offers eight member-hosted events, a master class on how boards and investors evaluate directors, more than 50 investor-company meetings and a host of gatherings of specific CII constituencies, from advisory councils to fund trustees.

The San Diego conference builds on initiatives that CII led this year: Â Faced with proposed U.S. legislation that would weaken critical shareholder rights,

including the right of investors to file proposals at portfolio companies, CII pushed back vigorously. We expressed our concerns to members of Congress in meetings and in numerous letters, including one signed by 53 institutional investors. Senior staff testified on Capitol Hill and also led CII members in meetings with Congressional staffers. To help members voice their concerns, we created online member toolkits with sample letters and talking points.

Â CII took a strong stand against capital structures that give public investors no voice in company corporate governance. After Snap Inc. made its IPO with non-voting shares, CII asked three leading index providers to exclude no-vote shares from their indexes and consider measures to encourage adoption of the “one share, one vote” principle. All launched public consultations and the results so far have been a boon for investors: FTSE Russell will effectively bar companies with zero voting rights from the Russell 3000 and other key indexes, while S&P will exclude new dual-class companies from the S&P 500 and related indexes.

Â Nearly 90% of large-cap U.S. companies have adopted majority voting for directors in uncontested elections. Mid- and small-cap companies? Not so much. CII launched a letter-writing campaign aimed at Russell 3000 companies without majority voting. Completed this year, the campaign included letters to boards of 986 companies, 9% of which so far have committed to adopt majority voting.

Â CII expanded networking opportunities for members with an event in New York City. The May 24 gathering honored Ira Millstein, a thought leader in corporate governance for decades. Millstein moderated a panel discussion with investors and corporate directors on ideas he explored in his recent book, The Activist Director.

Â Education is a big part of CII’s mission and this year, we extended the ways we help members stay informed, including trustee education. Our new podcast series offers bite-size audio discussions on virtual-only annual meetings, the Financial CHOICE Act, non-voting shares and more.

Â New CII publications for 2017 include a review of proxy access bylaw provisions and an updated guide to proxy access best practices. We also published a research paper that found that multi-class common stock with differentiated voting rights has no meaningful effect on long-term performance as measured by return on invested capital (ROIC).

With your support, CII will continue to pursue its mission energetically. Thank you for joining us at the conference and for your membership.

Theresa Whitmarsh, Chair, Council of Institutional InvestorsKen Bertsch, Executive Director, Council of Institutional Investors

WEL

COM

E

www.cii.org2

THANK YOU TO OUR CONFERENCE SPONSORS

PLATINUM

SPON

SORS


Thank You To our ConferenCe SponSorS

GOLD

SILVER

@THECAQ THECAQ.ORG

FOCUSED ON ENHANCINGCONFIDENCE AND PUBLIC TRUST IN CAPITAL MARKETS

Join us on September 14th from 11:00 am – 12:00 pm in Indigo A for The Audit Committee in Action: Simulated Response to a Whistleblower

PLEASED TO SUPPORT THE COUNCIL OF INSTITUTIONAL INVESTORS’ 2017 FALL CONFERENCE


INFO

RMAT

ION

CONFERENCE INFORMATION

The Member Lounge is sponsored by

The member lounge is located in the Odysea Library for the duration of the conference. All conference attendees are encouraged to stop by for coffee, tea and snacks throughout the day. The member lounge has comfortable seating for private conversations, access to wifi and computers and printers for your last-minute work needs.

The conference mobile app is sponsored by

Be sure to add our conference app to your mobile device to access these features:

Â Access the interactive agenda

Â Participate in real-time polls and surveys

Â Connect with other attendees and save v-cards

Â View full-length biographies for speakers

Â Get instant alerts and updates during the event

Â More meeting information

To access the mobile app, visit the app store on your mobile device and search for “CIIFall17”

Free high-speed wireless internet in the conference meeting rooms is sponsored by

Network Name (SSID): RosenLawFirmPassword: ForInvestors

Please note this is case sensitive.

www.cii.org6

FAQsFAQs

What does conference registration include? Conference registration only covers the conference itself. It does not cover hotel rooms or attendance at any training courses taking place alongside the conference. Any training or educational programs require a separate registration.

How many attendees can my organization send to Council conferences? General Members may send an unlimited number of attendees. Conference attendance for Associate Members is based on the number of employees (globally) as follows:

5 or fewer employees 1 attendee per conference

5 to 25 employees 3 attendees per conference

26 to 2500 employees 4 attendees per conference

More than 2500 employees 5 attendees per conference

Attendance caps for all associate members are increased by one attendee if that person votes proxies and or handles the firm’s corporate governance work for portfolio companies.

What type of member am I?The CII has two kinds of members, based on the type of organization. All members can participate in CII conferences and other events and receive CII publications.

General Members

CII’s voting members include more than 125 pension and other benefit funds, and endowments with $3 trillion in combined assets under management. Membership in CII includes a plethora of opportunities for fund staff and trustees to get unbiased information about the best practices in corporate governance, which is an important risk factor for investment portfolios.

CII’s voting members are asset owners and include individuals from public pension funds, corporate and union funds and foundations and endowments. Voting members may serve in leadership roles within CII and vote on all CII policies.

Associate Members

CII’s Associate Members include more than 50 of the largest U.S. and non-U.S. asset managers with combined assets in excess of $20 trillion. Other non-voting members include top law firms and other service providers.

Associate Members are eligible to serve on CII’s Corporate Governance and Markets Advisory Councils. Both advisory councils provide input to CII’s Board of Directors and staff on how to enhance the value of membership.


faQS

May I attend CII conferences if my dues haven’t been paid? No. CII conferences are members-only events.

Are there additional fees to attend a CII conference? There are no costs to attend for CII Members. The cost of attendance is included in your membership dues.

Are there sponsorship opportunities at CII conferences? Yes, non-content related sponsorships are available. Please contact Melissa Fader, Membership Services Manager, for more information.

May I attend a CII conference as a prospect? Yes. Prospective members are welcome to attend our meetings on a one-time basis.

May I register multiple colleagues to attend events on a rotating basis? No. Conference attendance limits apply to all registered attendees regardless of the length of attendance.

May I bring materials to the conference? Yes. CII members are free to bring materials to the conference to be distributed via our materials table, typically located near the registration desk.

Does CII provide any opportunities for members to arrange dinners, meetings or events? Yes. Members are welcome to coordinate events around our conference, subject to the following guidelines:

Â CII accepts requests for member-hosted meetings prior to each conference.

Â Preference is given to voting members.

Â CII must approve the event before it can be scheduled. Once CII approves your event, you will work directly with the hotel to plan your event.

Â All billing will be direct with the hotel.

Â CII does not guarantee any day/time will be exclusive.

Â Requests will be taken on a first-come, first-served basis, depending on availability.

Â The event cannot be scheduled at a time that overlaps with CII’s program.

What is the dress code for CII conferences and functions? All CII functions are business professional dress unless otherwise noted.

www.cii.org8

faQS

What sessions during the conference are considered “closed”? The conference agenda denotes which sessions are open to particular attendees. Most sessions, including the Shareholder Advocacy Committee, International Governance and Policies Committee Plenary Sessions, are open to ALL conference attendees, with the exception of members of the press. Constituency meetings are open to attendees from specific constituency groups. If you have a question about which constituency you belong to, check the member list page or contact Melissa Fader.

I have a special dietary request for meals at a CII conference. What should I do?Be sure to include the information with your registration. You will receive meal identification cards to place on your table at meal times when you pick up your name tag. If you did not specify your requests during the online registration process please visit the registration desk and we will do our best to accommodate your request.

What type of security protocols are in place during CII conferences? CII takes security at our functions seriously. Security personnel are on site for all sessions and receptions. All attendees are required to check-in at registration upon arrival to obtain a name badge and pertinent conference information. All attendees must wear their name badges in plain sight for admission to all conference sessions and receptions. Members and guests not wearing the proper name badges will not be admitted to any CII functions. Members who attend and have unpaid fees may not attend conference events.

Are the conferences filmed or photographed? Portions of conference events may be recorded by video, audio and/or photographs and may be used by CII and made available to the public. By attending or participating in the conference, you acknowledge that CII may use and distribute the material without any further compensation, permission or notification to you. All material captured during the conference are the exclusive rights of the Council of Institutional Investors.


Lev

el 2

I

nd

igo L

evel

Ho

tel E

ntr

ance

Main

Lo

bb

y

Od

yse

a L

oung

e w

ith O

utd

oo

r Te

rrace

s

24,0

00

sq

. ft. In

dig

o B

allr

oo

m

Pre

-Functio

n S

pace

Ind

igo

Foye

rs

Ind

igo

Meeting

Ro

om

s

6,5

00

sq

. ft. In

dig

o T

err

ace

Ove

rlo

oki

ng

San D

ieg

o B

ay

TERRACE

TE

RR

AC

E

PO

RT

E C

OC

HE

RE

ELE

VA

TO

RS

ELE

VA

TO

RS

IND

IGO

WE

ST

FO

YE

R

IND

IGO

T

ER

RA

CE

F

OY

ER

IND

IGO

NO

RT

H

FO

YE

R

INDIGO LIGHT WALL

IND

IGO

BA

LL

RO

OM

IND

IGO

TE

RR

AC

E

EX

IT

BE

LL

DE

SK

CO

NC

IER

GE

LO

BB

Y

SH

OE

SH

INE

OD

YS

EA

LIB

RA

RY

AB

202

A202

B204

A204

B206

CD

EF

GH

FR

ON

T D

ES

K

IND

IGO

LE

VE

L

TE

RR

AC

E

NO

RT

HS

OU

TH

HOTEL ENTRANCE

TO PARKING GARAGE

= F

un

cti

on

Sp

ace

= E

levato

rs &

Esc

ala

tors

= R

est

roo

ms

= S

tair

s

BAY HO

TEL M

APHOTEL MAP

Indi

go Le

vel (

Leve

l 2)

sectors, whose emissions account for more than 80%

of U.S. corporate emissions. The big question is: What

happens to the global emissions trajectory if U.S.

companies curtail their reduction commitments?7

We assessed the carbon-emission commitments set

by U.S.-based constituents of the MSCI World Index

by grouping them into three categories: those with

Estimated gap between company- and country-level emission-reduction targets for the MSCI World Index in case of partial or complete withdrawal of targets by U.S.-based constituents

For more information visit: msci.com/carbon-solutions or contact us at: [email protected]

Pre-US Withdrawal

6 http://www.citigroup.com/citi/environment/data/ceo-open-letter-on-paris-agreement.pdf

7 Among the 30, the 21 that are constituents of the MSCI USA Index emitted about 90 million tons of CO2e in 2015. While we have calculated emissions for the 30 companies, please note that five are private companies and four are listed outside the U.S. but have high revenue exposure to the U.S.

8 Reduction targets can be used as a reasonable proxy for commitment to emission reductions, as these are typically accompanied with mitigation plans, are quantifiable and are monitored over time.

1 http://www.cnbc.com/2017/06/01/trump-announces-paris-climate-agreement-decision.html

2 http://montrealpledge.org/; https://www.unpri.org/download_report/22480; http://unepfi.org/pdc/


4 http://fs-unep-centre.org/sites/default/files/publications/globaltrendsinrenewableenergyinvestment2016lowres_0.pdf

5 http://www.mckinsey.com/industries/oil-and-gas/our-insights/lower-oil-prices-but-more-renewables-whats-going-on; https://www.ft.com/content/28607ed2-e305-11e6-8405-9e5580d6e5fb; http://www.bp.com/content/dam/bp/pdf/energy-economics/energy-outlook-2017/bp-energy-outlook-2017.pdf

With the announcement that the U.S. will pull out of

the Paris climate agreement,1 institutional investors

– many of whom have taken steps to assess and

reduce their portfolio exposure to carbon-related

risks2 – may wonder if the reversal in U.S. policy will

halt momentum toward the low-carbon transition.

Will pulling out of the Paris agreement help energy-

intensive U.S. businesses?3 We see three key drivers

propelling the market toward low carbon solutions

and services even in the face of regulatory changes

in the US. We also examine a scenario in which U.S.

companies relax their carbon-emissions reduction

targets in light of regulatory easing.

The impact on the low-carbon transition

Historically, global and regional regulatory pressures

have been key drivers behind efforts to reduce carbon

emissions and combat climate change. The 1992 Kyoto

Protocol and the EU Emissions Trading System come

to mind, for example.

However, we see three long-term factors4 that could

dampen the effects of deregulation in the U.S. at this

time:

1. The rise of renewable energy is spurred by

technology and market dynamics, and is no longer

supported primarily by subsidies and regulations;

2. The aspiration among citizens worldwide for clean

air is leading to stringent vehicle-fuel efficiency

norms in many global markets, including bans on

diesel and gas cars and the adoption of electric

vehicles;

3. The quest for greater energy independence by

major energy importers promotes adoption of

renewable energy in these markets.

Further, state-level renewable-energy targets in

the US are likely to sustain momentum for the low-

carbon transition.

Will U.S. companies honor their commitments? Two scenarios:

Thirty large companies responded to the June 1,

2017 U.S. announcement that it would withdraw from

the Paris Climate Agreement by reinforcing their

commitments to climate-change mitigation efforts.5

While this public pledge demonstrates leadership

from some of the highest-profile U.S. companies, it is

important to note that these 30 companies collectively

emitted around 147 million tons of carbon dioxide

equivalent (CO2e) in 2015, only 6% of emissions by

U.S. large- and mid-cap companies.6 When it comes

to carbon emissions, the companies that matter are

those in the utilities, energy, materials and industrials

Linda-Eling LeeManaging Director, Global Head of ESG Research, MSCI

Americans in Paris:

The Implications

if U.S. Corporates

Abandon Their

Carbon Reduction

Commitments

In the aggregate, we find that around 50% of total

emissions by U.S.-based companies are associated

with long-term reduction targets, and only around 11%

with short-term targets. The rest come from companies

that currently have no targets. We then examined two

scenarios. In one, companies withdraw their short-

term targets but remain locked into long-term targets.

In the second, companies abandon both short- and

long-term targets. Under the first scenario, impact

on the emissions trajectory would be negligible – a

decrease to 16.4% from the current trajectory of a 17%

reduction by 2030. Under the second scenario, U.S.

companies’ collective emissions trajectory would much

more closely track that of the U.S. country commitment,

falling to a mere 12% reduction by 2030.

It’s important to note that neither scenario is aligned

with a path required to keep global warming below

below 2 degrees Celsius, the Paris Accord’s geal.

Even prior to the U.S. withdrawal from the Paris

climate agreement, our analysis indicated that

companies globally would need to achieve more

aggressive emissions-reduction targets in order to

meet commitments made at the country level. With

the U.S. on board, or without, companies still have a

ways to go in reducing their emissions.

The real question is:

What happens to the global

emissions trajectory if U.S.

companies curtail their

reduction commitments?“ ”long-term targets;8 those with short-term targets;

and those with no targets. Companies with long-term

targets are more likely to remain locked in to their

commitments, which are typically associated with

long-term capital-expenditure plans and strategy.

Companies with short-term targets can more

easily decide to not renew their targets in light of

regulatory easing.

0%

-5%

-10%

-15%

-20%

-25%

-30%

-35%2010 2015 2020 2025 2030

Company Targets (DM)

Country Targets (DM)

2 Deg (DM)

Post-US Withdrawal0%

-5%

-10%

-15%

-20%

-25%

-30%

-35%2010

Company Targets (DM) - Scenario 2

2015 2020 2025 2030

Country Targets (DM) - US Withdrawal

Company Targets (DM) - Scenario 12 Deg (DM)

sectors, whose emissions account for more than 80%

of U.S. corporate emissions. The big question is: What

happens to the global emissions trajectory if U.S.

companies curtail their reduction commitments?7

We assessed the carbon-emission commitments set

by U.S.-based constituents of the MSCI World Index

by grouping them into three categories: those with

Estimated gap between company- and country-level emission-reduction targets for the MSCI World Index in case of partial or complete withdrawal of targets by U.S.-based constituents

For more information visit: msci.com/carbon-solutions or contact us at: [email protected]

Pre-US Withdrawal

6 http://www.citigroup.com/citi/environment/data/ceo-open-letter-on-paris-agreement.pdf

7 Among the 30, the 21 that are constituents of the MSCI USA Index emitted about 90 million tons of CO2e in 2015. While we have calculated emissions for the 30 companies, please note that five are private companies and four are listed outside the U.S. but have high revenue exposure to the U.S.

8 Reduction targets can be used as a reasonable proxy for commitment to emission reductions, as these are typically accompanied with mitigation plans, are quantifiable and are monitored over time.


2 http://montrealpledge.org/; https://www.unpri.org/download_report/22480; http://unepfi.org/pdc/


4 http://fs-unep-centre.org/sites/default/files/publications/globaltrendsinrenewableenergyinvestment2016lowres_0.pdf

5 http://www.mckinsey.com/industries/oil-and-gas/our-insights/lower-oil-prices-but-more-renewables-whats-going-on; https://www.ft.com/content/28607ed2-e305-11e6-8405-9e5580d6e5fb; http://www.bp.com/content/dam/bp/pdf/energy-economics/energy-outlook-2017/bp-energy-outlook-2017.pdf

With the announcement that the U.S. will pull out of

the Paris climate agreement,1 institutional investors

– many of whom have taken steps to assess and

reduce their portfolio exposure to carbon-related

risks2 – may wonder if the reversal in U.S. policy will

halt momentum toward the low-carbon transition.

Will pulling out of the Paris agreement help energy-

intensive U.S. businesses?3 We see three key drivers

propelling the market toward low carbon solutions

and services even in the face of regulatory changes

in the US. We also examine a scenario in which U.S.

companies relax their carbon-emissions reduction

targets in light of regulatory easing.

The impact on the low-carbon transition

Historically, global and regional regulatory pressures

have been key drivers behind efforts to reduce carbon

emissions and combat climate change. The 1992 Kyoto

Protocol and the EU Emissions Trading System come

to mind, for example.

However, we see three long-term factors4 that could

dampen the effects of deregulation in the U.S. at this

time:

1. The rise of renewable energy is spurred by

technology and market dynamics, and is no longer

supported primarily by subsidies and regulations;

2. The aspiration among citizens worldwide for clean

air is leading to stringent vehicle-fuel efficiency

norms in many global markets, including bans on

diesel and gas cars and the adoption of electric

vehicles;

3. The quest for greater energy independence by

major energy importers promotes adoption of

renewable energy in these markets.

Further, state-level renewable-energy targets in

the US are likely to sustain momentum for the low-

carbon transition.

Will U.S. companies honor their commitments? Two scenarios:

Thirty large companies responded to the June 1,

2017 U.S. announcement that it would withdraw from

the Paris Climate Agreement by reinforcing their

commitments to climate-change mitigation efforts.5

While this public pledge demonstrates leadership

from some of the highest-profile U.S. companies, it is

important to note that these 30 companies collectively

emitted around 147 million tons of carbon dioxide

equivalent (CO2e) in 2015, only 6% of emissions by

U.S. large- and mid-cap companies.6 When it comes

to carbon emissions, the companies that matter are

those in the utilities, energy, materials and industrials

Linda-Eling LeeManaging Director, Global Head of ESG Research, MSCI

Americans in Paris:

The Implications

if U.S. Corporates

Abandon Their

Carbon Reduction

Commitments

In the aggregate, we find that around 50% of total

emissions by U.S.-based companies are associated

with long-term reduction targets, and only around 11%

with short-term targets. The rest come from companies

that currently have no targets. We then examined two

scenarios. In one, companies withdraw their short-

term targets but remain locked into long-term targets.

In the second, companies abandon both short- and

long-term targets. Under the first scenario, impact

on the emissions trajectory would be negligible – a

decrease to 16.4% from the current trajectory of a 17%

reduction by 2030. Under the second scenario, U.S.

companies’ collective emissions trajectory would much

more closely track that of the U.S. country commitment,

falling to a mere 12% reduction by 2030.

It’s important to note that neither scenario is aligned

with a path required to keep global warming below

below 2 degrees Celsius, the Paris Accord’s geal.

Even prior to the U.S. withdrawal from the Paris

climate agreement, our analysis indicated that

companies globally would need to achieve more

aggressive emissions-reduction targets in order to

meet commitments made at the country level. With

the U.S. on board, or without, companies still have a

ways to go in reducing their emissions.

The real question is:

What happens to the global

emissions trajectory if U.S.

companies curtail their

reduction commitments?“ ”long-term targets;8 those with short-term targets;

and those with no targets. Companies with long-term

targets are more likely to remain locked in to their

commitments, which are typically associated with

long-term capital-expenditure plans and strategy.

Companies with short-term targets can more

easily decide to not renew their targets in light of

regulatory easing.

0%

-5%

-10%

-15%

-20%

-25%

-30%

-35%2010 2015 2020 2025 2030

Company Targets (DM)

Country Targets (DM)

2 Deg (DM)

Post-US Withdrawal0%

-5%

-10%

-15%

-20%

-25%

-30%

-35%2010

Company Targets (DM) - Scenario 2

2015 2020 2025 2030

Country Targets (DM) - US Withdrawal

Company Targets (DM) - Scenario 12 Deg (DM)

www.cii.org12

AGENDA

WEDNESDAY, SEPTEMBER 13

9:00–7:00 Member LoungeOdysea LibrarySponsored by Innisfree M&A Inc.

10:00–7:00 Registration & Information Desk OpenIndigo West Foyer

10:00–11:15 Advisory Council Meetings (Closed Meetings) Markets Advisory Council: 1001/1002Corporate Governance Advisory Council: 2631/2633

10:00–11:00 Policies Committee (Closed Meeting)Indigo 206

11:00–1:15 MEMBER-HOSTED MEETINGS:Implementing the Paris Agreement Goals Through Sustainable Food Supply Chains: Engaging Capital Markets and Corporates to Drive Deforestation-Free Food Supply Chains Elevation Room, 33rd Floor Hosted by CERES

Impacts of Immigration Policies on Institutional InvestorsIndigo D Hosted by Service Employees International Union (SEIU)

11:15–11:45 Board and Advisory Council’s Coffee (Closed Meeting)Indigo Terrace

AGEN

DA

Open to all attendees Closed meeting Closed to press


agenda

11:45–1:45 Master Class: Shareholder Evaluation of Directors (Separate registration and fees apply)Indigo H

Donna Anderson, VP, Corporate Governance, T. Rowe Price

Chris Cernich, Founding Partner & Managing Director, Strategic Governance Advisors

Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment, Office of the New York City Comptroller

William Jones, Director, Sempra Energy

Rusty O’Kelley, Managing Director, Russell Reynolds

Anne Sheehan, Director of Corporate Governance, California State Teachers’ Retirement System

MODERATORS: Ken Bertsch, Executive Director, CII

Beth Ising, Partner, Gibson, Dunn & Crutcher, LLP

1:30–3:45 Engagement Exchange (Invitation Only) Indigo A/E

2:00–3:30 Trustee Roundtable (Closed Meeting) Indigo 206

3:15–3:45 New Member & First-Time Attendee Welcome Reception (Invitation Only) Elevation Room, 33rd Floor Sponsored by GlobeTax


www.cii.org14

agenda

WEDNESDAY, SEPTEMBER 13 (continued)

4:00–4:10 WelcomeIndigo Ballroom BCFG

Theresa Whitmarsh, Chair, CII and Executive Director of Washington State Investment Board

Ken Bertsch, Executive Director, CII

4:10–5:05 Plenary 1 — Public Companies: An Endangered Species?

A trio of market experts will debate what is driving the decades-long decline in the number of public companies and IPOs, what’s at stake for investors and the capital markets and what, if anything, should be done about it.

Indigo Ballroom BCFG

David A. Brown, Senior Managing Director & Head of Equity Capital Markets, EY

Michael Mauboussin, Director of Research, Blue Mountain Capital Management

Robert H. McCooey, SVP, NASDAQ’s Listing Services

MODERATOR: Frank Partnoy, Professor of Law and Finance and Director of the Center for Corporate and Securities Law, University of San Diego School of Law



agenda

5:05–6:00 Plenary 2 — Directors Speak: Does “Good Governance” Look Different at Young or Founder-Led Companies?

Board members with a variety of experiences at tech, biotech, and healthcare companies will discuss differing perspectives of directors and investors on public company governance, the role of the board and shareholder rights. The panelists will contrast governance dynamics at founder-led companies, including young companies that are pre-IPO or recently went public, with those of more established firms.


Daniel Cooperman, Director, Molina Healthcare; Zoox; Nanoscale Components

Richard S. Hill, Chairman, Marvell Technologies and Xperi; Director, Arrow Electronics, Autodesk and Cabot Microelectronics

Mary Beth Vitale, Director, CoBiz Financial; former director, Intrado, RMI.net, WestwindMedia.com and Zynex

MODERATOR: Dannette Smith, Secretary to the Board, UnitedHealth Group Indigo Ballroom BCFG

6:00–7:30 Networking Cocktail ReceptionPromenade PlazaSponsored by Robbins Geller Rudman & Dowd

7:30–9:00 MEMBER-HOSTED MEETINGS:Diversifying Diversity: Exploring the Dimensions of a Truly Diversified BoardElevation Room, 33rd FloorHosted by KPMG Board Leadership Center

(Advance registration required)

The Intersection of Climate Change and Shareholder VotesIndigo A/EHosted by Institutional Shareholder Services (ISS)

(Advance registration required)


www.cii.org16

agenda

THURSDAY, SEPTEMBER 14


7:30–7:00 Member Lounge OpenOdysea Library Sponsored by Innisfree M&A Inc.

7:45–8:30 BreakfastIndigo Ballroom BCFG

8:30–8:40 Remembering Rich Ferlauto Indigo Ballroom BCFG

Jennifer O’Dell, Assistant Director, Corporate Affairs, Laborers International Union of North America (LIUNA) Pension Fund

8:40–9:30 Plenary 3 — Human Complexity and Financial Markets

Richard Bookstaber, a former senior U.S. Treasury Department official and risk manager at hedge funds and investment banks (and currently chief risk officer at the University of California) will explain why traditional economic theory is not up to the task of predicting financial crises. Human interactions play havoc with theory, according to Bookstaber. In his view, we must embrace that messy complexity to grasp how the financial system operates.


Keynote: Richard Bookstaber, Author, The End of Theory: Financial Crises, the Failure of Economics and the Sweep of Human Interaction



agenda

9:30–10:30 Plenary 4 — CIOs Speak: Is the Endowment Model Still Viable?

CIOs of three very different-sized pension funds will discuss how they are navigating the jam-packed universe of alternative asset managers successfully. As institutional investors barrel into private equity, hedge funds and other alternative assets, what is the potential impact on corporate governance standards?


Ted Eliopoulos, CIO, California Public Employees’ Retirement System

Robert Jacksha, CIO, New Mexico Educational Retirement Board

John Skjervem, CIO, Oregon State Treasury

MODERATOR: Mark Anson, CIO, Commonfund

10:30–11:00 Networking BreakIndigo Terrace Sponsored by Equilar


www.cii.org18

agenda

THURSDAY, SEPTEMBER 14 (continued)

11:00–12:00 Breakout 1: The Audit Committee in Action: Simulated Response to a Whistleblower

Learn from a simulated case study, featuring real-life audit committee members, how directors who sit on audit committees of public companies grapple with fraud when it comes to light. The speakers will model the committee’s role in monitoring and addressing whistleblower claims, overseeing investigations and dealing with the potential financial reporting fallout.

Indigo A

Bruce Blakely, Independent Director, Cubic Corp.

Dan Carter, Director & Audit Committee Chair, WD-40

Cindy Fornelli, Executive Director, Center for Audit Quality

Sara Lewis, Audit Committee Chair, Weyerhaeuser, PS Business Parks, Sun Life Financial

Terrence Ward, Partner, Pricewater-houseCoopers



agenda

11:00–12:00 Breakout 2: Index Providers Speak: Policy Process and Voting Rights

How leading index providers create the indexes that have become benchmarks for trillions of dollars in investments is something of a mystery to the marketplace. Speakers from main index providers will lift the veil on the process and explain their approaches to creating and managing indexes.

Indigo E

David Blitzer, Managing Director & Chairmen of the Index Committee, S&P Dow Jones Indices

Linda Eling-Lee, Global Head of ESG Research, MSCI

MODERATOR: Annalisa Barrett, Clinical Professor of Finance, San Diego State University

11:00–12:00 Breakout 3: Human Capital: How to Value, How to Disclose

Many institutional investors are urging the SEC to set standards for corporate disclosure of how companies manage and measure their workforces. Some companies are already setting the pace with enhanced policies and practices around workforce demographics, stability, health and safety, compensation and more. Find out how two such companies are dealing with the challenges and opportunities of human capital management.

Indigo D

Suzanne Fallender, Director, Corporate Responsibility, Intel Corporation

Jeff Higgins, CEO, Human Capital Management Institute

MODERATOR: Cambria Allen, Corporate Governance Director, UAW Retiree Medical Benefits Trust


www.cii.org20

agenda

THURSDAY, SEPTEMBER 14 (continued)

12:15–2:00 Luncheon Keynote Interview: William Hinman of the SEC

As director of the SEC’s Division of Corporation Finance, William Hinman plays a pivotal role in the Commission’s efforts to ensure that investors have the information they need to make informed investment and voting decisions. Hinman, who joined the SEC after a distinguished career in private law practice, will offer his perspectives on a range of hot topics, including the SEC’s review of required corporate disclosures, the future of shareholder proposals and the SEC’s proposed rule to require universal proxy cards in contested elections for director.


William Hinman, Director of Corporation Finance, U.S. Securities and Exchange Commission

INTERVIEWER: Gregory Smith, Executive Director, Colorado Public Employees’ Retirement Association

2:15–3:15 Constituency Meetings (Closed Meetings)Public – Indigo A Corporate – Indigo 206Labor – Indigo HAssociate – Indigo E

3:15–3:45 Networking Break Indigo TerraceSponsored by Strategic Governance Advisors



agenda

3:45–5:30 MEMBER-HOSTED MEETINGS:Opting Out: The Landscape for Individual Lawsuits in the Wake of CalPERS v. ANZ Securities Indigo H Hosted by Robbins Geller Rudman & Dowd LLP

Proxy 101: Understanding the Voting ChainIndigo E Hosted by Broadridge Financial Solutions

Shifting Investor Perspectives on Climate Risk and Board Climate Competency Indigo A Hosted by 50/50 Climate Project and the New York City Comptroller’s Office

Human Capital Management: Opportunities and Risks at TeslaIndigo DHosted by SEIU Affiliates Supplemental Retirement Savings Plan

4:00–5:00 Board Meeting (Closed Meeting)Elevation Room, 33rd floor

5:30–7:00 Cocktail ReceptionIndigo TerraceSponsored by the Center for Audit Quality


www.cii.org22

agenda

FRIDAY, SEPTEMBER 15


8:00–12:00 Member Lounge OpenOdysea LibrarySponsored by Innisfree M&A Inc.

8:00–9:15 General Members’ Business Meeting & Breakfast (Closed Meeting)Indigo Ballrooms A/E

8:45–9:30 Continental Breakfast (Open to All Conference Attendees)Indigo Ballroom BCFG

9:30–9:45 Policies Committee UpdateIndigo Ballroom BCFG

TerriJo Saarela, CII Policies Committee Chair and Corporate Governance Director, State of Wisconsin Investment Board

9:45–10:30 Plenary Session hosted by CII International Governance CommitteeIndigo Ballroom BCFG

Melissa Brown, Partner, Daobridge Capital; Specialist Consultant, Asian Corporate Governance Association

Dr. Hans-Christoph Hirt, Executive Director, Head of EOS, Hermes Equity Ownership Services

Moderator: Jeff Mahoney, General Counsel, Council of Institutional Investors


agenda

10:30–10:45 Networking Break Indigo Terrace

10:45–12:15 Plenary Session hosted by CII Shareholder Advocacy CommitteeIndigo Ballroom BCFGInvestor Responses to the Opioid Crisis

Michael Frerichs, Treasurer, State of Illinois

Ken Hall, General Secretary-Treasurer, International Brotherhood of Teamsters

Moderator: Brandon Rees, Co-chair, CII Shareholder Advocacy Committee and Deputy Director, Office of Investment, AFL-CIO

Inside the Boardroom with Trian

Nelson Peltz, CEO & Founding Partner, Trian Fund Management

Moderator: Aeisha Mastagni, Portfolio Manager, California State Teachers’ Retirement System

Member Initiatives for the 2018 Proxy Season

12:15–1:15 Networking Buffet Lunch Indigo Terrace

This concludes formal program

www.innisfreema.com

ALERT

ENGAGE

ADVISE

DELIVER

The High-Stakes Shareholder Engagement Firm Innisfree delivers shareholder intelligence, strategic advice and solicitation execution

services to the world’s leading corporations and investors when it matters most. Our four-stage process is informed by decades of experience and best-in-class analytics, ActiveIQ™.

Proxy Fights I Shareholder Meetings I Tender OffersExecutive Compensation Consulting I Corporate Governance Consulting I Activism Defense


CII EDUCATION COURSES

Part of CII’s mission is to educate members about best corporate governance practices. With that goal in mind, CII staff hosts classes covering various corporate governance topics in conjunction with conferences.

Fall 2017 In-Person Master Class: Shareholder Evaluation of Directors 11:45 AM–1:45 PM PT on September 13 Institutional investors are reminded every proxy season how uncontested director elections may at times feel tedious and routine. Yet casting these votes is perhaps the single greatest manifestation of shareholder rights. And as the ability to vote against incumbents becomes a market-wide norm, outcomes take on more than symbolic meaning.

Currently few measures of director performance, aside from attending three-quarters of the previous year’s meetings, appear to sway most elections. This two-hour program will explore various avenues for investors, as well as boards themselves, to augment basic quantitative measures with less obvious, not necessarily formulaic, and sometimes wholly qualitative considerations surrounding director performance.

CURRENT ONLINE COURSES

Executive Compensation 101Executive Compensation 101 provides a practical introduction to how public companies and their shareholders resolve the question of how management should be paid and includes instruction on:

Â How to comprehend SEC reporting on compensation practices

Â Understanding board members’ role and process for determining compensation practices

Â Funds’ approaches to evaluating executive pay

Â Proxy advisors’ analysis of executive compensation practices

Executive Compensation 201Executive Compensation 201 features eight practitioners who share their expertise on trends and challenges in both designing and monitoring executive compensation, focusing on the following topics:

Â Key changes in executive compensation since the advent of say-on-pay

Â Goal-setting, metrics and targets

Â Case studies in problematic goal setting, metrics and targets

Â Investor reactions to presentations

Â Organizing effectively for say-on-pay votes CII E

DUCA

TION

COUR

SES

www.cii.org26

CII eduCaTIon CourSeS

Master Class: Analyzing Proxy ContestsThis master class features a trio of corporate governance practitioners using the case-study method to discuss how they evaluate proxy contests. This course provides a lens into the factors that drive voting decisions on contests, arguably the most challenging and consequential votes shareholders face. The class covers related issues such as fruitful approaches to pre-vote engagement; understanding the nature of funds’ internal co-ordination between proxy voting staff and investment staff; and emerging trends influencing voting decisions.

Master Class: Engaging EffectivelyThis master class explores effective shareholder engagement with portfolio companies. The class centers on how to make ESG engagement productive from the shareholder standpoint, with a particular focus on dialog on governance and executive compensation.

For more information or to purchase an online course please contact CII’s Communications Manager, Michael Miller.

Attorney Advertising

The voice of defrauded investors.

Robbins Geller Rudman & Dowd LLP is widely recognized as the leading law firm advising and representing U.S. and international investors in securities litigation and portfolio monitoring. With 200 lawyers in 10 offices, Robbins Geller has obtained many of the largest securities class action recoveries in history. For the third consecutive year, the Firm ranked first in both the total amount recovered for investors and the number of securities class action recoveries in ISS’s SCAS Top 50 Report. Robbins Geller attorneys have shaped the law in the areas of securities litigation and shareholder rights and have recovered tens of billions of dollars on behalf of the Firm’s clients. Robbins Geller not only secures recoveries for defrauded investors, it also implements significant corporate governance reforms, helping to improve the financial markets for investors worldwide.

Institutional investors have embraced securities litigation outside the U.S.

Will you?

Read our year in review of developments in non-US securities litigation and discover how it can help you protect your assets in the future.

Get your free copy at

www.deminor.com/ar2016

DEMINOR RECOVERY SERVICES is the European leader in asset recovery for private and institutional investors. Our clients can benefi t from Deminor’s 25+ years of experience in the fi elds of investor protection, shareholder activism, corporate governance and investment recovery. Deminor Recovery Services is organized as a fully independent partnership.

Brussels • Luxembourg • Milan • New York

17575-V2-EN-Ad_Council_Inst_Investors_5.25"x8.25".indd 1 16/05/17 14:26


ATTENDEES

ATTE

NDEE

S

Nick AbelSustainable Investment SpecialistWespath Investment ManagementMarvin AdamsTrusteeLos Angeles County Employees Retirement AssociationTedd AlexanderInstitutional Client Service ExecutiveT. Rowe PriceCambria AllenCorporate Governance DirectorUAW Retiree Medical Benefits TrustRome AloiseInternational Vice President Western RegionInternational Brotherhood of TeamstersLuis AlvaradoSr. Sales AssociateInstitutional Shareholder ServicesMaryellen AndersenCorporate Governance Officer & VP, Institutional & Corporate RelationsBroadridge Financial SolutionsDonna AndersonVice President, Corp GovT. Rowe PriceStacy AndersonSenior Governance ManagerMicrosoftSusan AngeleSenior Advisor, Board GovernanceKPMGKylund ArnoldAdministrative AssistantCouncil of Institutional InvestorsLeeann ArthurManagerDeloitte & Touche

Anthony AuglieraSenior Vice President and Corporate SecretaryWells FargoRobert BabikExecutive Director, Global Regulatory AffairsGeneral MotorsJeff BarbieriVice President, Corporate Governance/ESG ResearchWellington ManagementViella BardouilleManager, Corporate GovernancePfizer Retirement Annuity PlanAnnalisa BarrettClinical Professor of FinanceUniversity of San DiegoMichael BarryLawyer/PartnerGrant & EisenhoferNathan BearPartnerRobbins Geller Rudman & Dowd LLPBradley BeltVice ChairmanOrchard Global Asset Management (S) Pte. Ltd.Colton BenjaminActive OwnershipNorges BankAllison BenningtonGeneral CounselValueAct Capital Management, LPAaron BernsteinEditorGPWLimor BernstockVP, Corporate Social ResponsibilityRegions Financial CorporationKrystal BerriniPartnerCamberView Partners

Ken BertschExecutive DirectorCouncil of Institutional InvestorsMyra BierriaVice President, Corporate SecretarySouthern CompanyAmy BilbijaSGA, Managing DirectorStrategic Governance AdvisorsHannah BirnbaumInternational ConsultantUAW Staff Retirement Income PlanLara BlecherEngagement ExecutivePensions & Investment Research ConsultantsDavid BlitzerManaging Director & Chair, Index CommitteeS & P GlobalAmy BorrusDeputy DirectorCouncil of Institutional InvestorsCaryn BortnickDeputy Executive DirectorSan Francisco Employees’ Retirement SystemCaryn BortnickDeputy Executive DirectorSan Francisco Employees’ Retirement SystemMeghan BraleyDirector, Product ManagementBroadridge Financial SolutionsPatricia BrammerInterim Corporate Governance OfficerOhio Public Employees Retirement SystemRhonda BrauerDirector of Corporate EngagementOffice of the NYC ComptrollerMarie BrodmerkelChief of OperationsCouncil of Institutional Investors

www.cii.org30

aTTendeeS

Ken BrooksVP, Senior Business Development ExecutiveT. Rowe PriceDavid BrownExecutive Director, BLCKPMGMalcolm BrownPartnerWolf Haldenstein Adler Freeman & HerzMelissa BrownPartnerDaobridge CapitalStephen BrownSenior AdvisorKPMGThomas BrownTrusteeOffice of the NYC ComptrollerOphir BruckUS Network ManagerPrinciples for Responsible InvestmentNeri BukspanPartnerEYDaniel BurchCEOMacKenzie PartnersChristopher ButnerAssistant Secretary & Managing CounselChevron Master Pension TrustRegina M. CalcaterraPartnerWolf Haldenstein Adler Freeman & HerzTrey CampbellDirector, Investor RelationsIntelChristine CareyMarketing Manager, Governance Insights CenterPricewaterhouseCoopersDan CarterDirector & Audit Committee ChairWD-40

Gilbert CasellasBoard MemberPrudential Employee Savings PlanColleen CaseyManaging DirectorAngelo, GordonDonald CassidyExecutive Vice PresidentGeorgesonRhonda CavagnaroSpecial CounselSaxena WhiteNoel Chandonnet Jr.DirectorThe Rosen Law Firm, P.A.Andrew ChangDirector, Investor RelationsGilead Sciences, Inc.Gale ChangAssociate General CounselBank of AmericaJay ChaudhuriOf CounselCohen Milstein Sellers & TollJulie ChoChief CounselMcKesson CorporationSusan ChoeDirectorMorrow SodaliMichele Chow-TaiDirector and Head of Business DevelopmentFairview Capital PartnersDavid ChunCEOEquilarMayree ClarkManaging PartnerEachwin CapitalJose ClaxtonManaging DirectorBlue Harbour GroupDoug CoganVP, ESG ResearchMSCI IncSarah CohnDirector, MarketingSustainalytics BV

Kevin ColemanAssistant General CounselRegions Financial CorporationKathlyn CollinsESG & Global Strategy AnalystCartica ManagementMary CollinsTrusteeDistrict of Columbia Retirement BoardChris CooperTrusteeMarin County Employees’ Retirement AssociationRichard CostiganBoard MemberCalifornia Public Employees’ Retirement SystemJudy CotteVP & Head, Corporate Governance & Responsible InvestmentRBC Global Asset ManagementAndy CottrellPresidentRecovery Solutions CapitalJennifer CoulsonSenior Manager, ESG IntegrationBritish Columbia Investment Management CorporationBlair Cowper-SmithChief Corporate Affairs OfficerOntario Municipal Employees Retirement System (OMERS)Liza CrisafiChief Investment OfficerSan Diego City Employees’ Retirement SystemScott CrossCorporate Governance ManagerGeneral Motors CompanySteve CubillasClient Solutions ManagerDonnelley Financial SolutionsDouglas CurraultDeputy General Counsel and SecretaryFreeport McMoRan Inc.


aTTendeeS

Peter da Silva VintVPBlackRockGlenn DavisDirector of ResearchCouncil of Institutional InvestorsFlavia de la FuenteGovernanceEmployees Retirement System of TexasJulie DeislerEnterprise Risk Management OfficerSchool Employees Retirement System of OhioPaul DeNicolaManaging DirectorPricewaterhouseCoopersSarah DevlinClient Service ManagerBaillie GiffordMatt DiGuiseppeVice President & Head of Americas Asset StewardshipState Street Global AdvisorsDana DillonBoard ChairCalifornia State Teachers’ Retirement SystemPatrick DohertyDirector, Corporate GovernanceNew York State Common Retirement FundTamara Doi BeckDirector, Public Funds & Taft-HartleyNorthern Trust Asset ManagementSara DonaldsonVP, Proxy VotingVoya Investment ManagementDave DonlinAsst. Corporate Secretary & General CounselTargetPatrick DonohoeVPState Street Global Advisors

Kristin DrakeManager, Corporate GovernanceDimensional Fund AdvisorsSean DriscollAssistant Vice PresidentGlobe Tax Services, Inc.Ryan DrozeCorporate Governance AnalystUAW Retiree Medical Benefits TrustEd DurkinDirector, Corporate AffairsUnited Brotherhood of Carpenters, Local Unions & Councils Pension FundErin DwyerSr. Director, Stakeholder EngagementCenter for Audit QualityMichelle EdkinsMD, Global Head of Investment StewardshipBlackRockJack EhnesChief Executive OfficerCalifornia State Teachers’ Retirement SystemTed EliopoulosCIOCalifornia Public Employees’ Retirement SystemTom ElliottAsst VP - Governance & ProxyCapital Group CompaniesLenann EnglerManager of Investment ProcessesPennsylvania Public School Employees’ Retirement SystemAlan EricksonHead of Equity Portfolio Management & ResearchInvescoRandy EvansEquity Analyst, ESG IntegrationBritish Columbia Investment Management CorporationMelissa FaderMembership Services ManagerCouncil of Institutional Investors

Suzanne FallenderDirector, Corporate ResponsibilityIntel CorporationPaul FarfagliaTrusteeNYS Teachers Retirement SystemNorma FieldsBookkeeperCouncil of Institutional InvestorsAlan Mark FinkelsteinSVP, Investor RelationsPrudential Employee Savings PlanNancy FlorekDirector, Corporate GovernancePutnam InvestmentsVirginia FoggGeneral CounselNorfolk Southern Corp.Margaret ForanChief Governance Officer, SVP and Corporate SecretaryPrudential Employee Savings PlanBrian FordSenior VPThe TCW GroupCindy FornelliExecutive DirectorCenter for Audit QualityJosh FrankPartnerTrian Fund ManagementTara - Jane FraserGovernance AnalystBaillie GiffordSelim FreihaVice President, Investor RelationseBayJanice FueserResearch Coordinator, Corporate GovernanceUNITE HERE!Danielle FugerePresident & Chief Legal CounselAs You Sow

www.cii.org32

aTTendeeS

Sarah GablerAssociate Director, Institutional RelationsSustainalytics BVLois GallagherSVPHSBC Global Asset ManagementThomas GardinerManaging DirectorGeorgesonMichael GarlandAssistant ComptrollerOffice of the NYC ComptrollerJanet GeldzahlerOf CounselSullivan & Cromwell LLPGabrielle GhioSenior CounselAmgenAlyssa GiachinoDeputy Director, Private Equity ResearchUNITE HERE!Carol GildenPartnerCohen Milstein Sellers & TollEmma GilmorePartnerPomerantz LLPIrving GomezAssistant Corporate SecretaryIntel CorporationTim GoodellSVP, General Counsel & Corporate SecretaryHess CorporationTimothy GoodmanDirectorHermes Equity Ownership ServicesLiz GordonExecutive Director, Corporate GovernanceNew York State Common Retirement FundDavid GreenChair - Board of InvestmentsLos Angeles County Employees Retirement Association

Robyn GreenblattManaging Director WHT USAWTax a divsion of VATITLu Beth GreeneFund AdministratorLaborers National Pension FundTracy GuerinBoard MemberWashington State Investment BoardCheryl GustitusExecutive Vice President, Marketing and Strategic InitiativesSustainalytics BVCatherine HallDirector, Governance Insights CenterPricewaterhouseCoopersJames HamiltonDirector, Investment StewardshipBlackRockRick HansenCorporate Secretary and Lead Counsel, Securities and Corporate GovernanceGeneral Motors CompanyHope HardisonChief Aministrative OfficerWells FargoJim HarkinsBoard of Trustee MemberMaryland State Retirement and Pension SystemMarianne Harper GowDirector, Corporate GovernanceBaillie GiffordTimothy HarrisEVP and General CounselPrudential Employee Savings PlanMary Hartman MorrisInvestment OfficerCalifornia State Teachers’ Retirement SystemRie HarukiSenior Research AnalystIR Japan

Janice HaywardDirectorPensions & Investment Research ConsultantsDustin HealeyPrincipalRed Mountain Capital PartnersEdgar HernandezAssistant DirectorSEIU Pension FundDuncan HerringtonManaging DirectorRaymond JamesLaura HewettAssociate General Counsel and Assistant SecretarySouthern CompanyHans-Christoph HirtHead of Hermes EOSHermesCon HitchcockAttorneyAmalgamated Bank LongView FundsDeanna HobsonDirectorPugh Capital Management Inc.Kellie HuennekensAssociate DirectorEYDaniel HynesExecutive DirectorUBS Asset ManagementDaniel IngramVice President Responsible InvestmentWilshire AssociatesRichard IngramExecutive DirectorIllinois Teachers’ Retirement SystemBeth IsingPartnerGibson, Dunn & CrutcherMatthew JacobsGeneral CounselCalifornia Public Employees’ Retirement SystemNicole JacobsonOwner3 Jake Consulting


aTTendeeS

Adele JamiesonSenior Director Corporate GovernanceMcDonald’s CorporationSummer JarrattClient AdvisorBlue Mountain CapitalRoss JeffriesDeputy General Counsel and Corporate SecretaryBank of AmericaJJ JelincicBoard MemberCalifornia Public Employees’ Retirement SystemPat JermainSenior VP & CFOPlexus Corp.Charles JohnsonTrusteeMaryland State Retirement and Pension SystemDale JohnsonInvestment OfficerLos Angeles County Employees Retirement AssociationEmily JohnstoneExecutive V.P.AFL-CIOJonas JolleHead of PolicyNorges Bank Investment ManagamentDave JonesInsurance CommissionerCalifornia Department of InsuranceHenry JonesBoard Vice President & Chair, Investment CommitteeCalifornia Public Employees’ Retirement SystemMeredith JonesSpecial Assistant to the Chief Investment OfficerPennsylvania State Employees’ Retirement SystemRoy JonesDirector of International Client RelationsRobbins Geller Rudman & Dowd LLP

William JonesBoard MemberSempra EnergyEdward KamonjohExecutive Director50/50 Climate ProjectKaterina KatolisResearch & Project CoordinatorBroadridge Financial SolutionsAdam KatzAnalystElliott Management CorporationSeiji KawazoeStewardship OfficerSumitomo Mitsui Trust Bank LimitedDavid KazanskyTrusteeOffice of the NYC ComptrollerDavid KeefeTrusteeNYS Teachers Retirement SystemJohn KeenanCorporate Governance AnalystAFSCME Employees Pension PlanJoseph KellyTrusteeLos Angeles County Employees Retirement AssociationRosemary KellyVP, Institutional Investor RelationsBroadridge Financial SolutionsDonald KendigRetirement AdministratorFresno County Employees’ Retirement AssociationKate KennedySenior Managing DirectorKroll Bond Rating AgencyDoug KilgoreExecutive DirectorPlumbers and Pipefitters National Pension FundMeaghan KilroyReporterPensions & Investments

Hannah KimAssistant General Counsel and SVPBank of AmericaValerie KingDirector, MarketingHolland Capital ManagementDeborah KoenenSenior AttorneyAllstate CorporationHiroshi KomoriSenior DirectorGPIFNicolaas KosterPrincipalPenmon AnalyticsPeter KrausAssistant General CounselMicrosoftJudy KuschelBoard ChairWashington State Investment BoardRosemary LallyEditorCouncil of Institutional InvestorsRobert LammIndependent Senior AdvisorDeloitte & ToucheJaclynn LaringtonResponsible Investment CommunicationsNewton Investment ManagementKeith LarsonSenior Attorney & Assistant SecretaryEdison InternationalJessica LaScalaHead of Investor RelationsAnnaly Capital Management, Inc.Michele LauAssociate General Counsel & SVP, Governance RelationsMcKesson CorporationEmily LawInvestment AnalystOffice of the NYC Comptroller

www.cii.org34

aTTendeeS

Gwen Le BerreDirector - Proxy GovernanceCharles Schwab Investment ManagementPaul LeeHead of Corporate GovernanceAberdeen Asset ManagementRobert LeeManager, Strategic PartnershipsEquilarSung LeeVice President, Investor RelationsGilead Sciences, Inc.Sara LewisAudit Committee ChairWeyerhaeuser, PS Business Parks, Sun Life FinancialVictor LiEVP, Governance AdvisoryKingsdale AdvisorsCassandra LichnockChief Operating OfficerCalifornia State Teachers’ Retirement SystemJeremy LiebermanManaging PartnerPomerantz LLPRon LindBoard memberCalifornia Public Employees’ Retirement SystemSteve LippmanDirector, Corporate ResponsibilityMicrosoftLen LiptonManaging DirectorGlobe Tax Services, Inc.Amy LissauerManaging DirectorEvercore Partners Inc.Bill LongbrakeBoard MemberWashington State Investment BoardPaula LoopGovernance Insights Center LeaderPricewaterhouseCoopers

Mike LubranoManaging DirectorCartica ManagementJon LukomnikExecutive DirectorIRRC InstituteErica LukoskiPrincipalCamberView PartnersMirka LuotoExecutive DirectorUBS Asset ManagementLauren LusthausVP, SalesInstitutional Shareholder ServicesMichael MaSenior Associate, Sustainable InvestingCanada Pension Plan Investment BoardAlan MacDougallManaging DirectorPensions & Investment Research ConsultantsChristina MaguireManaging DirectorNewton Investment ManagementMohani MaharajAssistant VPNuveenJeff MahoneyGeneral CounselCouncil of Institutional InvestorsSarah MaileInvestment OfficerCalifornia State Teachers’ Retirement SystemLouis MaliziaAssistant Director, Capital StrategiesTeamster Affiliates Pension PlanRenaye ManleyDeputy DirectorSEIU Pension Fund

John MarshallSenior Capital Markets EconomistUnited Food and Commercial Workers International Union Staff Trust FundRic MarshallExecutive DirectorMSCI IncAnthony MartinSecurityCouncil of Institutional InvestorsEtelvina MartinezCorporate Governance ManagerSEIU Affiliates’ Supplemental Retirement Savings PlanEdward MasseyDirector, Private Investor Client RelationsLieff, Cabraser, Heimann & BernsteinAeisha MastagniPortfolio ManagerCalifornia State Teachers’ Retirement SystemBarbara MathewsVP, Associate General Counsel, Chief Governance Officer & Corporate SecretaryEdison InternationalAtsushi MatsunagaExecutive ManagerIR JapanHajime MatsuuraSenior ColumnistThe Sankei ShimbunMason MatthiesManaging DirectorDonnelley Financial SolutionsTodd MattleyInvestment OfficerCalifornia Public Employees’ Retirement SystemBrian McCarthyPhotographerMcCarthy Photo StudiosGianna McCarthyDirector, Corporate GovernanceNew York State Common Retirement Fund


aTTendeeS

Robert McCooeySenior Vice PresidentNasdaqJessica McDougallInvestment StewardshipBlackRockChristopher McGoldrickAssociateCamberView PartnersDennis McGowanTechnical Director, Professional PracticeCenter for Audit QualityThomas McIntyreInternational Union RepresentativeInternational Union of Bricklayers & Allied CraftworkersRaphello McKetheonSecurityCouncil of Institutional InvestorsMark McNairOf CounselKaplan Fox & KilsheimerJames McRitchieShareholder Advocate / PublisherCorporate Governance (CorpGov.net)Hope MehlmanChief Governance OfficerRegions Financial CorporationMassimo MenchiniDirector of Institutional Relations and Corporate GovernanceAssogestioni Associazione del Risparmio GestitoLisa MertensAssistant Secretary and Governance DirectorGapAra MetupalleDeputy Head, TR Global EquitiesGICMike MetzManaging DirectorDonnelley Financial Solutions

Robbie MilesESG AnalystAllianz Global InvestorsJared MillerMD - Investor RelationsGoldman SachsMeredith MillerChief Corporate Governance OfficerUAW Retiree Medical Benefits TrustMichael MillerCommunications ManagerCouncil of Institutional InvestorsTheresa MolloyVice PresidentPrudential Employee Savings PlanTracey MonroeExecutive DirectorUBS Asset ManagementMargaret MooreVP, GSAMGoldman Sachs & Co.Colin MorrisInvestment SolutionsWintonAdriana MorrisonSenior Associate, Sustainable InvestingCanada Pension Plan Investment BoardJohn MuléManager, Legal and Legislative PolicyMinnesota State Board of InvestmentBethany MurphyMember ConsultantCouncil of Institutional InvestorsBridget MurphyCorporate Governance OfficerWashington State Investment BoardDennak MurphySenior AdvisorAFTAndrew NeuharthDirector CounselTarget

Blair NicholasManaging PartnerBernstein Litowitz Berger & Grossmann LLPKathryn NightPrincipalCamberview PartnersAngelo NinivaggiSr VP, Chief Administrative Officer, General Counsel & SecretaryPlexus Corp.Carol Nolan DrakePresident and CEOCarlow Consulting for SERS of OhioJamie NulphESG ConsultantMSCI IncSimiso NzimaInvestment Director, Global EquityCalifornia Public Employees’ Retirement SystemMaureen O’BrienVPSegal Marco AdvisorsJennifer O’DellAssistant Director of Corporate AffairsLIUNA Staff and Affiliates Pension FundRyan OdenGovernance AnalystABEileen O’GradyResearch AnalystUNITE HERE!Daniel OhSenior Vice President, Investor Engagement & Governance, Investor RelationsBarrick Gold CorporationRusty O’KelleyManaging DirectorRussel Reynolds AssociatesZach OleksiukDirector, Head of Americas, Investment StewardshipBlackRock

www.cii.org36

aTTendeeS

Kimberly OlsonDirector, Research and Strategic InitiativesOregon Public Employee Retirement SystemRandy O’NeilExecutive DirectorMSCI IncMolly OnoDirector, Western RegionImpax Asset ManagenetDavid OrlandoInstitutional Client ServiceT Rowe PriceJennifer PafitiPartner, Head of Investor RelationsPomerantz LLPCraig PaisAnalystInnisfree M&A IncorporatedLynn PaquinBoard MemberCalifornia State Teachers’ Retirement SystemLyndon ParkHead of Corporate GovernanceDimensional Fund AdvisorsCharles PasfieldVP Client ServicesBroadridge Financial SolutionsTejal PatelCorporate Governance DirectorSEIU Affiliates’ Supplemental Retirement Savings PlanWilliam PattersonIndependent TrusteeUAW Retiree Medical Benefits TrustClare PaynHead of Corporate Governance North AmericaLegal & General Investment ManagementJennifer PeetDirector of Legal AffairsOregon Public Employee Retirement System

Brett PletcherEVP, General Counsel & SecretaryGilead Sciences, Inc.Mark PreisingerDirector of Corporate GovernanceCoca-Cola Retirement PlanMichael Pryce-JonesSenior Corporate Governance AnalystTeamster Affiliates Pension PlanKathryn PurdomSenior Company CounselWells FargoSean QuinnSenior Vice PresidentTeneoMargo RaglandDirector, Institutional SalesAXA Investment ManagersBrandon ReesDeputy Director, Office of InvestmentAFL-CIOCraig RhinesInvestment OfficerCalifornia Public Employees’ Retirement SystemMichael RingStaffSEIU Pension FundDarren RobbinsPartnerRobbins Geller Rudman & Dowd LLPAndrea RobinsonAssociate General Counsel & Assistant SecretaryAmgenCarroll RobinsonTrusteeHouston Firefighters’ Relief and Retirement FundLuz RodriguezDirector of Corporate Governance and Legal ServicesColorado Public Employees’ Retirement Association

Suzanne RolonDirector, Corporate GovernancePfizer Retirement Annuity PlanLaurence RosenManaging PartnerThe Rosen Law Firm, P.A.Sherri RossoffManaging Director and General CounselRock CreekPaul RothFounding and Managing MemberTBV Advisors LLCAllie RutherfordPartnerCamberView PartnersTerriJo SaarelaCorporate Governance DirectorState of Wisconsin Investment BoardStephanie SaccaroInstitutional Investor RelationsGrant & EisenhoferJonathan SaidelPartnerThe Rosen Law Firm, P.A.Jonathan SalzbergerDirectorInnisfree M&A IncorporatedHerman SantosBoard MemberLos Angeles County Employees Retirement AssociationBeth SasfaiVice President and Associate General Counsel of Corporate GovernanceVerizon Communications Inc.Bonnie SaynayGlobal Head of Responsible InvestmentInvescoBrian SchorrPartner & Chief Legal OfficerTrian Fund ManagementPaul SchulmanManaging DirectorMacKenzie Partners


aTTendeeS

Linda ScottManaging DirectorJPMorgan ChaseTamara SellsInvestment OfficerCalifornia Public Employees’ Retirement SystemAndrew ShapiroPresident & Portfolio ManagerLawndale Capital ManagementChristine ShawChief Compliance Officer / Assistant Treasurer for PolicyConnecticut Retirement Plans and Trust FundsAnne SheehanDirector of Corporate GovernanceCalifornia State Teachers’ Retirement SystemJennifer ShotwellFounding Managing DirectorInnisfree M&A IncorporatedSteve SilbersteinTrusteeMarin County Employees’ Retirement AssociationDavid SilvermanManaging DirecorBlue Harbour GroupCynthia SimonSenior Manager, Investor InitiativesCDP North America, Inc.Anne SimpsonInvestment Director, Sustainable InvestmentCalifornia Public Employees’ Retirement SystemJames SinksCommunications Director, State TreasuryOregon Public Employee Retirement SystemDan SlackExecutive DirectorFire & Police Pension Association of ColoradoDannette SmithSecretary to the BoardUnitedHealth Group

Greg SmithExecutive DirectorColorado Public Employees’ Retirement AssociationNick SmithDirectorWintonDavid SneydAssociate Director, Governance & Sustainable InvestmentBMO Global Asset ManagementRogier SnijdewindSenior Advisor, Responsible InvestmentsPGGM InvestmentsDaniel SommersPartnerCohen Milstein Sellers & TollMarissa SongAssociate General Counsel, CorporateGilead Sciences, Inc.Geoffrey SorbelloManager of Strategic EquitiesElliott Management CorporationThomas J Spellman IIICorporate SecretaryJohnson & JohnsonAndrew SpurrCorporate Governance AssociateOntario Teachers’ Pension Plan BoardSusan StangDirector, InvestmentsOffice of the NYC ComptrollerTim StarkDirector, Client Engagement & Corporate GovernanceEquilarMargriet Stavast-GroothuisAdvisor, Responisble InvestmentPGGM InvestmentsTracy StewartSenior Corporate Governance AnalystFlorida State Board of Administration

Darla StuckeyPresident & CEOSociety for Corporate GovernanceSteve SvenningsenParalegal IIColorado Public Employees’ Retirement AssociationMichelle TanPrincipalHugessen ConsultingBrian TantaloSales ExecutiveFinancial Recovery TechnologiesAnne TarbellHead of CommunicationsTrian Fund ManagementTheresa TaylorBoard MemberCalifornia Public Employees’ Retirement SystemLynn TurnerTrusteeColorado Public Employees’ Retirement AssociationAakar VachhaniPrincipalFairview Capital PartnersMartine ValcinSenior Director, Responsible InvestmentPSP InvestmentsNora VargasBoard MemberCalifornia State Teachers’ Retirement SystemMariela VargovaSVP, Sustainability & ImpactRockefeller & Co.Tracie VickiManaging DirectorMorrow SodaliDieter WaizeneggerExecutive DirectorSEIU Affiliates’ Supplemental Retirement Savings PlanTerrence WardPartnerPricewaterhouseCoopers

www.cii.org38

aTTendeeS

Chris WeberManaging CounselMcDonald’s CorporationMarc WeinbergAttorneyGrant & EisenhoferDavid WhisselVP, Director of Corporate GovernanceMacKenzie PartnersTed WhiteManaging DirectorLegion Partners Asset ManagementTheresa WhitmarshExecutive DirectorWashington State Investment BoardJill WhitneyVice President, Service Delivery BBDIBroadridge Financial SolutionsAshbel WilliamsExecutive Director & CIOFlorida State Board of AdministrationJacob WilliamsCorporate Governance ManagerFlorida State Board of AdministrationKevin WilliamsonInternatonal Vice President, Director, National Bargaining Dept.United Food and Commercial Workers International Union Staff Trust FundAnna WillisDirector, SalesGlass LewisJay WilsonVP Investor RelationsHess CorporationScott WinterManaging DirectorInnisfree M&A IncorporatedDana WiseDeputy DirectorSEIU Affiliates’ Supplemental Retirement Savings Plan

Freddie WoolfeAnalyst, Responsible InvestmentNewton Investment ManagementNathan WorthingtonExecutive Director, Regional Director of Client Service & ConsultantsInstitutional Shareholder ServicesMichael WrightSenior Vice PresidentThe TCW GroupEri YamaguchiInvestment Officer, Corporate GovernanceNew York State Common Retirement FundKaren YamamotoBoard MemberCalifornia State Teachers’ Retirement SystemPeter YauchManaging Director, SalesGlass LewisChristopher YebuahDirectorCasey Family ProgramsChris YoungManaging Director, Head of Contested SituationsCredit Suisse SecuritiesCourtney YuAssociate Director, ResearchEquilarRichard ZabelFinancial Industries DirectorRobins Kaplan LLPScott ZdrazilSenior Investment Officer - Corporate GovernanceLos Angeles County Employees Retirement AssociationGretchen ZeaglerAssistant Division Chief, Federal PolicyCalifornia Public Employees’ Retirement System

Carin ZelenkoDirector, Capital StrategiesTeamster Affiliates Pension PlanPaul ZurawskiSVP External AffairsEquifaxLori ZyskowskiPartnerGibson, Dunn & Crutcher

Effectively Assess Your Portfolio Companies’ Boards and Pay Practices

► P4P Metrics and Alignment

► Annual Meeting Results

► Board Assessment and Succession

► CEO Succession and Candidates

► Peer Group Analysis

► Executive and Board Profiles

®

(877) 441-6090 | www.equilar.com/boardedge

Contact us to request your BoardEdgeTM demo today!

SECURITIES LITIGATION

HAVING YOURCUSTODIAN

“TAKE CARE OF IT” IS NOT A PLAN

DISCOVER HOW >www.rosenlegal.com

Individual & Class Actions • Higher Recoveries

www.cii.org40

CII M

EMBE

RSCII MEMBERS

General Member: Corporate

AflacAllstate CorporationAmerican Express CompanyAmgenAssurant Pension PlanBank of AmericaBristol-Myers Squibb CompanyCaterpillar Inc.Chevron Master Pension TrustCoca-Cola Retirement PlanDanaher Retirement & Savings PlanDiscover Financial ServicesEbayEdison InternationalFreeport-McMoRan

GapGeneral Electric CompanyGeneral MillsGeneral Motors CompanyGilead Sciences, Inc.Hess CorporationIntel CorporationJohnson & JohnsonLifePoint Hospitals Retirement PlanLimited BrandsMcDonald’s Profit Sharing & Savings PlanMcKesson CorporationMicrosoftNational Fuel Gas Company Retirement Plan

Norfolk Southern Corp.PepsiCo US Pension PlanPfizer Retirement Annuity PlanPlexus Corp.Prudential Employee Savings PlanStaplesTargetThe Hartford Financial Services GroupThe Southern CompanyTime Inc.UnitedHealth GroupVerizon Communications Inc.Walgreens Co.

General Member: Endowment

Casey Family ProgramsCERES

Nathan Cummings FoundationPortico Benefit Services

Wespath Investment Management

General Member: Public

Alameda County Employees’ Retirement AssociationArkansas Public Employees Retirement SystemCalifornia Public Employees’ Retirement SystemCalifornia State Teachers’ Retirement SystemCity of Philadelphia Board of Pensions and RetirementColorado Public Employees’ Retirement Association

Connecticut Retirement Plans and Trust FundsContra Costa County Employees Retirement Association Delaware Public Employees’ Retirement SystemDistrict of Columbia Retirement BoardEmployees’ Retirement Fund of the City of DallasEmployees Retirement System of Rhode Island

Fire & Police Pension Association of ColoradoFlorida State Board of AdministrationForest Preserve District Employees’ Annuity and Benefit Fund of Cook CountyFresno County Employees’ Retirement AssociationHartford Municipal Employees Retirement FundIllinois State Board of Investment


CII MeMberS

Iowa Public Employees’ Retirement SystemLos Angeles City Employees’ Retirement SystemLos Angeles County Employees Retirement AssociationMaine Public Employees Retirement SystemMarin County Employees’ Retirement AssociationMaryland State Retirement and Pension SystemMassachusetts Pension Reserves Investment Management BoardMilwaukee Employees’ Retirement SystemMinnesota State Board of InvestmentMontgomery County Employees’ Retirement SystemNavy-Marine Corps Relief Society

New Hampshire Retirement SystemNew York City Employees’ Retirement SystemNew York State Common Retirement FundNew York State Teachers’ Retirement SystemNorth Carolina Retirement SystemsOffice of the NYC ComptrollerOhio Police & Fire Pension FundOhio Public Employees Retirement SystemOregon Public Employee Retirement SystemPennsylvania Public School Employees’ Retirement SystemPennsylvania State Employees’ Retirement SystemPublic Employee Retirement System of IdahoSacramento County Employees’ Retirement System

San Francisco Employees’ Retirement SystemSanta Barbara County Employees’ Retirement SystemSchool Employees Retirement System of OhioSeattle City Employees’ Retirement SystemSonoma County Employees Retirement AssociationState of Wisconsin Investment BoardState Teachers Retirement System of OhioState Universities Retirement System of IllinoisTeachers’ Retirement System of the State of IllinoisVermont Pension Investment CommitteeWashington State Investment BoardWest Virginia Investment Management Board

General Member: Union

AFL-CIOAFSCME Employees Pension PlanAmerican Federation of Teachers Pension PlanBuilding Trades United Pension Trust Fund - Milwaukee and VicinityCentral Laborers’ Pension FundCentral Pension Fund of the International Union of Operating EngineersCommunications Workers of AmericaIAM National Pension FundInternational Brotherhood of Electrical Workers’ Pension Benefit Fund

International Union of Bricklayers & Allied CraftworkersIron Workers International UnionIUE-CWA Pension FundLaborers National Pension FundLIUNA Staff and Affiliates Pension FundMaritime SuperMassachusetts Laborers’ Health and Welfare FundNational Education Association Employee Retirement PlanNational Electrical Benefit FundPlumbers & Pipefitters National Pension Fund

SEIU Affiliates’ Supplemental Retirement Savings PlanSEIU Pension FundTeamster Affiliates Pension PlanUAW Retiree Medical Benefits TrustUAW Staff Retirement Income PlanUNITE HERE!United Brotherhood of Carpenters, Local Unions & Councils Pension FundUnited Food and Commercial Workers International Union Staff Trust Fund

www.cii.org42

CII MeMberS

Associate Member

57 StarsAberdeen Asset ManagementAccentureAllianceBernsteinAllianz Global InvestorsAmalgamated Bank LongView FundsAngelo, GordonAnnaly Capital Management, Inc.APG Asset ManagementAriel InvestmentsAs You SowAssogestioni Associazione del Risparmio GestitoAustralian Council of Superannuation InvestorsAXA Investment ManagersBaillie GiffordBarrack, Rodos & BacineBattea Class Action ServicesBernstein, Litowitz, Berger & GrossmannBlackRockBlue Harbour GroupBMO Asset Management Corp.British Columbia Investment Management CorporationBroadridge Financial SolutionsCamberView PartnersCanada Pension Plan Investment BoardCanadian Coalition for Good GovernanceCapital Group CompaniesCartica ManagementCDP North America, Inc.Center for Audit QualityCFA InstituteCharles Schwab Investment Management

Cohen Milstein Sellers & TollCredit Suisse SecuritiesD.F. King & Co., Inc.Deloitte & ToucheDeminor GroupDimensional Fund AdvisorsDonnelley Financial SolutionsDRRTEachwin CapitalElliott Management CorporationEngaged CapitalEntwistle & CappucciEquilarEva Dimensions LLCEvercore Partners Inc.EYFairview Capital PartnersFarient AdvisorsFarol Asset ManagementFinancial Recovery TechnologiesFirst Eagle Investment ManagementGeorgesonGibson, Dunn & Crutcher LLPGlancy Prongay & Murray LLPGlass LewisGlobe Tax Services, Inc.Goldman Sachs & Co.Grant & EisenhoferHagens Berman Sobol ShapiroHermes Equity Ownership ServicesHolland Capital ManagementHSBC Global Asset ManagementHugessen ConsultingInnisfree M&A IncorporatedIR JapanISS

Jana PartnersJPMorgan ChaseKaplan Fox & KilsheimerKessler Topaz Meltzer & CheckKingsdale Shareholder ServicesKPMGKroll Bond Rating AgencyLabaton SucharowLandmark PartnersLawndale Capital ManagementLazardLeaderXXChangeLegal & General Investment ManagementLegion Partners Asset ManagementLieff, Cabraser, Heimann & BernsteinLoomis, SaylesMacKenzie PartnersMoloLamkenMorrow SodaliMSCI IncNestle SANewton Investment ManagementNorges BankNorth America’s Building Trades UnionNuveenOntario Teachers’ Pension Plan BoardOrchard Global Asset Management (S) Pte. Ltd.PAAMCOPension Consulting AlliancePensions & Investment Research ConsultantsPGGM InvestmentsPomerantz LLPPricewaterhouseCoopers


CII MeMberS

Progress Investment ManagementPutnam InvestmentsRailways Pension Trustee CompanyRBC Global Asset ManagementRed Mountain Capital PartnersRegions Financial CorporationReinhart Boerner Van DeurenRobbins Geller Rudman & DowdRobins Kaplan LLPRock Creek GroupS & P Global

SaxenaWhite PASegal Marco AdvisorsStandard Life InvestmentsState Street Global AdvisorsStrategic Governance AdvisorsStudio Legale Trevisan & AssociatiSullivan & Cromwell LLPSumitomo Mitsui Trust Bank LimitedSustainalytics BVT. Rowe PriceTBV Advisors LLCTeneo Holdings

The 50/50 Climate ProjectThe Rosen Law Firm, P.A.The TCW GroupTrian Fund ManagementUBS Asset ManagementUSS Investment Management LimitedValueAct Capital Management, LPVirginia Retirement SystemVoya Investment ManagementWachtell, Lipton, Rosen & KatzWeil, Gotshal & MangesWolf Haldenstein Adler Freeman & Herz

Is your Pension leaving money on the table?

Pensions holding foreign securities may be over-taxed.

Contact us for a free analysis to see how much can be recovered.

GlobeTax.com

@GlobeTax

We help you win the battle—then we help you win the peace by more effectively managing your shareholder relationships.

l SHAREHOLDER ENGAGEMENT AND MESSAGING

l ACTIVISM AND CONTENTIOUS M&A

l EXECUTIVE COMPENSATION

l GOVERNANCE PROFILE AND PRACTICES

S T R AT G O V A D V I S O R S . C O M

WIN THE BATTLE, THEN WIN THE PEACE.

©2017 Strategic Governance Advisors, LLC. Al l r ights reserved


CII STAFF

Kylund Arnold Administrative Assistant

Amy Borrus Deputy Director

Ken Bertsch Executive Director

Marie Brodmerkel Chief of Operations

Glenn Davis Director of Research

Melissa Fader Membership Manager

Norma Fields Bookkeeper

Rosemary Lally Editor

Jeff Mahoney General Counsel

Michael Miller Communications Manager

Bethany Murphy Membership Sales

CII S

TAFF

Streamline vote management with comprehensive voting tools

Contact us at [email protected] visit broadridge.com for more information

ProxyEdge Efficiently manage the proxy voting process from end to end

Proxy Policies and Insights Powerful data and analytics to align votes with policy guidelines

Proxy Disclosure Easily monitor outsourced voting services providers

Proxy Voting,Simplified

Over $31 Billion Recovered for Investors

www.blbglaw.com | 800-380-8496

A proud supporter of CII for nearly two decades, Bernstein Litowitz Berger & Grossmann LLP is one of the nation’s leaders in advising institutional investors on securities litigation, corporate governance and shareholder rights issues. We monitor the investment portfolios of over 125 of the most respected U.S.

pension funds and institutions.

For more information about our services, please contact Blair Nicholas at 1-858-720-3183 or [email protected].


CII L

EADE

RSHI

P

CII LEADERSHIP

CII 2017-2018 Board of Directors The Council of Institutional Investors is governed by a volunteer board of directors who are deeply committed to good corporate governance and investor protection. The 15 directors represent public, union and corporate employee benefit funds across the country. The Board of Directors is elected annually in conjunction with CII’s spring conference. Directors are elected for one-year terms and may serve up to five consecutive years.

Chair: Theresa Whitmarsh, Executive Director, Washington State Investment Board

Co-Chair: Gregory W. Smith, Executive Director, Colorado Public Employees’ Retirement Association

Co-Chair: David Donlin, Assistant General Counsel, Target

Co-Chair: Jennifer O’Dell, Assistant Director, Corporate Affairs Department, Laborers International Union of North America Staff and Affiliates Pension Fund

Secretary: Vonda Brunsting, Director, Capital Stewardship, Service Employees International Union

Treasurer: Dale Johnson, Investment Officer, Los Angeles County Employees Retirement Association

Cambria Allen, Corporate Governance Director, United Auto Workers Retiree Medical Benefits Trust

Mary Collins, Trustee, District of Columbia Retirement Board

Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment, Office of the New York City Comptroller

Trevor Gunderson, VP & Deputy General Counsel, General Mills

Matt Jacobs, General Counsel, California Public Employees Retirement System

John Keenan, Corporate Governance Analyst, American Federation of State, County and Municipal Employees Pension Plan

Aeisha Mastagni, Portfolio Manager, California State Teachers Retirement System

TerriJo Saarela, Corporate Governance Director, State of Wisconsin Investment Board

Ashbel Williams, Executive Director & CIO, State Board of Administration of Florida

www.cii.org48

CII LeaderShIp

CII 2017 Markets Advisory Council The primary purpose of the CII Markets Advisory Council is to provide input on legal, financial reporting and investment market trends, suggest topics/speakers for upcoming CII meetings and teleconferences, and recommend current and future Council activities that promote and enhance the value of CII membership. Service is open to all Associate Member representatives. The CII board appoints up to 20 members of the Markets Advisory Council annually, usually in January. Members may serve for up to three consecutive years. CII staff will seek nominations for the 2018 Markets Advisory Council in December.

Chair: Sherri Rossoff, Managing Director & Chief Compliance Officer, Rock Creek Group

Michael Barry, Director, Grant & Eisenhofer

Bradley Belt, Vice Chairman, Orchard Global Capital Group

Martha Carter, Senior Managing Director, Teneo Holdings

Darren Check, Partner, Kessler Topaz Meltzer & Check

Paul DeNicola, Managing Director, PwC

Andrew Entwistle, Senior Partner, Entwistle & Cappucci

Brian Ford, Senior VP, Trust Co. of the West

Cindy Fornelli, Executive Director, Center for Audit Quality

Robert Lamm, Independent Senior Advisor, Deloitte Center for Board Effectiveness

Patrick McGurn, Special Counsel, ISS

Blair Nicholas, Managing Partner, Bernstein Litowitz Berger & Grossman

Matt Orsagh, Director, Capital Markets Policy, CFA Institute

Allie Rutherford, Partner, CamberView Partners

Dmitri Sedov, Vice President, Head of Innovation, S&P Global

Howard Sherman, Executive Director, MSCI

Jamie Smith, Assistant Director, Center for Board Matters, EY Center for Board Matters

Daniel Sommers, Partner, Cohen Milstein Sellers & Toll

Timothy Stark, Director, Client Engagement & Corporate Governance, Equilar

Michael Stocker, Partner, Labaton Sucharow


CII LeaderShIp

CII 2017 Corporate Governance Advisory CouncilThe CII Corporate Governance Advisory Council provides input to the board and staff about CII activities that promote effective corporate governance and ways to enhance the value of membership. All of the members are representatives of asset manager Associate Members who vote proxies and/or lead corporate governance work with portfolio companies. The CII board appoints up to 20 members of the Corporate Governance Advisory Council annually, usually in January. Members may serve for up to three consecutive years. CII staff will seek nominations for the 2018 Corporate Governance Advisory Council in December.

Chair: Zach Oleksiuk, Director, Head of Americas, Investment Stewardship, BlackRock

Donna Anderson, Vice President, Corporate Governance, T. Rowe Price

Allison Bennington, General Counsel, ValueAct Capital

Anne Chapman, Vice President, Investment Operations, Capital Group

Mayree Clark, Managing Partner, Eachwin Capital

Sara Donaldson, VP, Proxy Voting, Voya Investment Management

Nancy Florek, Director, Corporate Governance, Putnam Funds

Tim Goodman, Director, Hermes Investment Management

Bess Joffe, Managing Director, Corporate Governance, Nuveen

Rakhi Kumar, Managing Director & Head of ESG Investments and Asset Stewardship, State Street Global Advisors

Gwen LeBerre, Director - Proxy Governance, Charles Schwab

Paul Lee, Head of Corporate Governance, Aberdeen Asset Management

Mike Lubrano, Managing Director, Cartica Capital

Adriana Morrison, Senior Associate, Sustainable Investing, Canada Pension Plan Investment Board

Maureen O’Brien, VP, Segal Marco Advisors

David Shammai, Senior Corporate Governance Specialist, APG Asset Management

Margriet Stavast-Groothuis, Advisor, Responsible Investment, PGGM

Ted White, Managing Director, Legion Partners

Freddie Woolfe, Analyst, Responsible Investment, Newton Investment Management

www.cii.org50

CII LeaderShIp

CII 2017 Shareholder Advocacy Committee LeadershipThe Shareholder Advocacy Committee is open to all CII members. Its purpose is to encourage members to discuss and recommend current and future member initiatives and CII activities that promote effective corporate governance and increase the participation of CII members in advocating good corporate governance. For more information, contact staff liaison Rosemary Lally.

Co-Chair: Mary Phil Guinan, Assistant Treasurer for Policy, Connecticut Retirement Plans and Trust Funds

Co-Chair: Brandon Rees, Deputy Director, Office of Investment, AFL-CIO

CII 2017 International Governance Committee LeadershipThe International Governance Committee is open to all CII members. The committee educates members on topical international governance issues and identifies and recommends potential areas for CII involvement in the non-U.S. corporate governance arena. It also works to expand coordination and communication between CII and various international governance organizations. For more information, contact staff liaison Glenn Davis.

Chair: Mohani Maharaj, Corporate Governance Analyst, Nuveen

CII 2017 Policies Committee Leadership The Policies Committee is comprised of the non-officer members of CII’s Board of Directors. The committee reviews, maintains and updates CII policies on corporate governance and other issues. CII corporate governance policies set standards or recommend practices that members believe companies and boards of directors should adopt to promote accountability, independence, integrity, rigor and transparency. The Policies Committee proposes policies to the full board for its approval. All CII policies must be approved by the General Members. For more information, contact staff liaison Glenn Davis.

Chair: TerriJo Saarela, Corporate Governance Director, State of Wisconsin Investment Board

1957–2017

In loving memory of Rich Ferlauto, long-time CII member, who worked tirelessly to ensure the U.S. capital markets operate with integrity, fairness and

an eye toward future generations.

CII UPCOMING CONFERENCES

SPRING 2018 • March 12–14 omni Shoreham hotel, Washington, d.C.

FALL 2018 • October 24–26 The Westin Copley place, boston, Ma

SPRING 2019 • March 4–6 Mandarin oriental hotel Washington, d.C.

FALL 2019 • September 16–18 hilton Minneapolis hotel, Minneapolis, Mn

Providing institutional investors with a more robust ESG integration tool to help them mitigate risk and enhance long term value creation.

MSCI ESG RATINGSMORE DATA. MORE CONTEXT. MORE INFORMED DECISIONS.

©2017 MSCI Inc. All rights reserved

Date post:	06-Jun-2020
Category:	Documents
Upload:	others
View:	0 times
Download:	0 times

PROGRAM San Diego, CA Fall Program Book... · Our new podcast series offers bite-size audio...

Documents