The Board’s Role in Driving Innovation

The Board’s Role in Driving Change

September 12, 2017The Westin Times Square, New York, NY

Luis AguilarFormer Commissioner, U.S. Securities and Exchange Commission (2008-2015)Board Member, Donnelley Financial Solutions

Keynote

Former Commissioner, National Football League (1989 – 2006)

Michael GarlandAssistant Comptroller, Corporate Governance and Responsible Investment Office of New York City Comptroller

Michael MontelongoBoard Member Herbalife Ltd.Former Bush White House appointee

Linda HallBoard Member Amedisys Investors Real Estate Trust

Sonia LurieProxy Voting Officer and Investment Operations Specialist Dodge & Cox

Drew HamblyExecutive Director, Corporate Governance Morgan Stanley Investment Management, Global Equity Group

Tonia PankopfBoard Member Landec TICC Capital Corp.

Priya Cherian HuskinsBoard Member Realty Income Corp. SVP & Partner Woodruff-Sawyer & Co.

Arden PhillipsCorporate Secretary & Associate General Counsel United States Steel Corp.

James LamBoard Member E*TRADE Financial Corp.

Eugenia UlasewiczBoard Member Signet Vince Holding

Featured Speakers

“Well done! There was a large variety of points of view expressed.”

- Forum Attendee, February 2017

Steven BordenFounder & PresidentBorden Media Consulting

Jeremy Jacobs Managing Director Abernathy Macgregor

Melissa BurekPartner Compensation Advisory Partners

TK KerstetterHostInside America’s Boardrooms

David Chun

Chief Executive Officer Equilar, Inc.

Doreen LilienfeldPartnerShearman & Sterling

Paul DeNicolaPartnerPwC’s Governance Insights Center

Paula LoopLeader PwC’s Governance Insights Center

Cindy FornelliExecutive Director Center for Audit Quality

Bob RomanchekPartner Meridian Compensation Partners

Nelson GriggsExecutive Vice President of Listing ServicesNasdaq

Ron SchneiderDirector, Governance Services Donnelley Financial Solutions

Featured Panel

Jim RooneyFounderFirstLink Research Analytics

Robert GulliverChief Human Resources Officer National Football League

Paul TagliabueFormer Commissioner (1989 – 2006)National Football League

Capricia Penavic MarshallAmbassador-in-residence, Adrienne Arsht Latin America CenterFormer Chief of Protocol of the United States (2009-2013)

Additional Speakers

8:00 a.m. – 8:30 a.m.Breakfast and Registration

8:30 a.m. – 8:45 a.m.Welcome

8:45 a.m. – 9:35 a.m.Boards That Lead: What Do Investors Want to See From Directors?

This session will shed light on key factors investors consider in voting decisions, including perceived director independence, levels of expertise, shareholder responsiveness and over-boarding concerns. Panelists will also weigh in on why boards must address deficits in board composition and climate competencies to eliminate vulnerabilities and enhance the board’s value to shareholders.

9:35 a.m. – 10:35 a.m.Diversity and Leadership: What Can Boards Learn From the NFL Rooney Rule?

This insightful panel discussion will share valuable takeaways from the NFL’s efforts to increase diversity at top coaching and operational positions. Don’t miss relevant lessons boards can learn to improve their director recruitment efforts, create more productive meetings and ensure well-functioning, results-driven boards.

10:35 a.m. – 10:55 a.m.Networking Break

10:55 a.m. – 11:45 a.m.Activism and Shareholder Value: Key Considerations for Boards

The quickening pace of activist settlements shows how dissident shareholders are reshaping the way chief executives manage their businesses and their boardrooms. This panel will evaluate proactive measures boards can put in place to minimize becoming a target, including capital allocation priorities, governance decisions and other strategic communication initiatives, as well as shed light on what it’s like to engage with activists on the board.

Agenda

11:45 a.m. – 1:00 p.m. Lunch and Keynote

Luis Aguilar Former Commissioner, U.S. Securities and Exchange Commission (2008-2015)Board Member, Donnelley Financial Solutions

1:00 p.m. – 1:50 p.m.Board Evaluations: Keeping the Board Cutting-Edge

As investors continue to emphasize the need for board refreshment, boards must develop a more strategic approach to board succession planning—starting with the board evaluation process. This panel will share perspectives on how boards can best use individual, committee and board evaluations to identify gaps, strengthen individual directors’ contributions to the board, and address any shareholder concerns around board composition to ensure the right board team is in place.

1:50 p.m. – 2:35 p.m.Framing the Conversation: Risk and Strategy in the Boardroom

To remain competitive in today’s fast-paced landscape, boards must regularly discuss how to balance strategy with risk. This panel will share tips on how directors can ensure they are fulfilling their risk oversight responsibilities as they weigh strategic growth options and impact change beyond the boardroom walls.

2:35 p.m. – 2:55 p.m. Networking Break

2:55 p.m. – 3:25 p.m. Table Talk: Peer Insights on Director Recruitment

Attendees will divide into small peer groups to discuss their processes for recruiting the right talent for current and future situations. Learn how to improve your director recruitment processes with search firms, peer networks and other tactics.

Agenda

3:25 p.m. – 4:05 p.m.Director Pay: Balancing Ownership With Objectivity

Director compensation has shifted and now includes a heavier mix of equity than in the past. Even if director equity vests on a time-based schedule and is not directly based on performance, ultimately board members’ compensation and personal worth will be tied to stock price performance over time. With recent director compensation-related litigation, this panel will look at considerations boards should take into account when setting their own pay.

4:05 p.m. – 5:00 p.m.Maximizing Shareholder Support: The Keys to Effective Engagement

This panel will share key take-aways from the 2017 proxy season and provide valuable tips on how to most effectively engage investors on key issues outside proxy season, as well as how to respond to any negative feedback received as you prepare for 2018.

5:00 p.m. – 6:00 p.m.Networking Reception

Agenda

With attendee networking as a cornerstone of the Forum, all attendees will have access to Equilar Engage—a new platform that revolutionizes the way executives connect before, during and after events.

Download the Free App on Your Smartphone

Registration Is LimitedVisit: equilar.com/blfnyc Call: (877) 441-6090

Equilar Client Rate: $997.50 (50% Discount)

Non-Client Rate: $1,995 (Save $300 with BLF300 code)

Service Provider Rate: $2,995

VenueThe Westin Times Square

270 W 43rd Street

New York, NY 10036

There is a room block reserved with a discounted rate of $399 per night.

Event Sponsors

PLATINUM

GOLD

SILVER

Why You Should AttendThe Equilar and Nasdaq Board Leadership Forum is a unique, one-day program for public company board members, general counsel and corporate secretaries.

Join us September 12, 2017 in New York for a comprehensive, interactive agenda. We promise you’ll leave the event with a better understanding of how to:

Effectively communicate with investors on your directors’ skills, experiences and board contributions

Leverage the board evaluation process to support strategic board refreshment efforts

Implement proven practices to fulfill your board oversight responsibilities

Featured Session: What Can Boards Learn From the NFL Rooney Rule?

Robert Gulliver Chief Human Resources Officer, National Football League

Paul Tagliabue Former Commissioner, National Football League (1989 – 2006)