Learn what’s new in the realm of executive compensation and how to advise your board and company executives to prevent surprises. Discuss pay for performance, performance metrics and pay ratios. Share best practices for conducting a comprehensive, cross-functional “Say on Pay” shareholder engagement strategy. Examine the role that governance attorneys play (or should play) in executive compensation. Explore recent trends in executive compensation disclosure.
This sample matrix shows levels of decision-making authority per type of decision, agreement or act involved. The matrix distinguishes between decision makers, alternate decision makers, or persons who must be consulted or must be informed.
This is a checklist used by panelists during this session.
Discuss recent developments in the global regulatory landscape that impact cybersecurity compliance in the financial industry, and the sources of authority or reference for defining legal standards in this domain. Review regulatory guidance that both identifies and raises questions on what is enough to satisfy an organization’s responsibilities to customers, employees, business partners and other stakeholders with respect to cybersecurity. Identify best practices for effective implementation of cybersecurity measures. Explore how a multinational financial institution can structure its cybersecurity program at the enterprise level without running afoul of foreign jurisdictions’ regulators. Review the state of play in civil litigation over data breaches, including plaintiff strategies for overcoming motions to dismiss based on inadequate pleadings or standing. Discuss recent settlements of major data breach class actions and their impact on future cases.
Identify requirements for managing and maintaining subsidiaries (including international subsidiaries). Receive practical guidance on managing costs and risks. Share tools used to manage subsidiaries and keep the board abreast of governance issues. Discuss the recommended frequency of board educational sessions on corporate governance (including whether these are typically provided in-house or by external parties). Examine the appropriate type of information reported at each level of the board (including committees and sub-committees). Learn best practices for serving as corporate secretary.
This board note sets out some thoughts for boards and corporate secretaries planning their next board evaluation.
Join a panel of leading governance experts and sitting directors to discuss hot issues affecting corporate boards today, including: How boardrooms have evolved in the past decade, specifically with regard to the spotlight on the boardroom, director skills disclosure enhancements, and shareholder activism; the compliance, competition, risk management, and innovative disruption issues that keep board members up at night; building and maintaining a strategic asset board; and finding and vetting potential board members (i.e., the impact of recruiting less experienced board members, common pitfalls if a company lacks a rigorous board vetting practice, etc.) diversity in board composition (i.e., what is meant by “diversity,” will there be mandatory requirements like those in europe, etc.). Board refreshment and tenure, and evaluations (i.e., term limits, the role of board evaluations, other tools used to roll board members off for non-performance, etc.). Ethical issues in the current environment and failures in oversight. Identify proven best practices for handling each of these issues and receive practical takeaway materials to employ in your own in-house practice.
This ACC guide provides a Q&A that gives a high level overview of board composition, the comply or explain approach, management rules and authority, directors' duties and liabilities, transactions with directors and conflicts, company meetings, internal controls, accounts and audit, institutional investors and reform proposals in the United States.
A list of ACC legal resources related to each session presented at the Mini MBA Business Education course at Boston University.
This article presents the full year of 2015 data and reflects recent developments related to proxy access in the United States.