HomeWebcastCorporate Governance Issues, Executive Compensation Disclosure and Related SRO Rules: A 2011 Update
Corporate Governance Issues CLE

Corporate Governance Issues, Executive Compensation Disclosure and Related SRO Rules: A 2011 Update

Live Webcast Date: Tuesday, June 21, 2011 from 3:00 pm to 5:00 pm (ET)
Legal (CLE)Recording

Corporate Governance Issues

Join us for this Knowledge Group Corporate Governance Issues Webinar. The enactment of the Dodd-Frank Act in July 2010 will have a far reaching impact on many firms. Some of the provisions of this law that will have the most significant impact on companies are: Sections 951, 952, and 953 which will influence how companies think about corporate governance, executive compensation disclosure and related self-regulatory organization (SRO) guidelines of companies. The Knowledge Group has assembled a panel of speaker experts and thought leaders to help walk you through the latest updates surrounding this ever changing area. They will discuss:

  • Executive Compensation Disclosure
  • Corporate Governance Issues
  • Broker Discretionary Votes
  • Related SRO Rules
  • Up to The Minute Regulatory Updates

This is a must attend for company executives, finance directors, compliance officers, benefits and compensation consultants and others who are involved in corporate governance, executive compensation and SRO matters.

Agenda

Chuck Yen, Director, 
Grant Thornton LLP

Jim Gandurski, CCP, Manager, Compensation & Benefits Consulting, 
Grant Thornton LLP

  • Overview
    • Executive compensation disclosure regulations overview
    • Stakeholder views – ISS, CFA, etc.
  • Proxy season post-mortem
    • What’s changed since 2010? CD&A, risk disclosures, etc.
    • How were say-on-pay proposal narratives structured?
    • Average support % and frequency
  • Implications/what’s next
    • Addressing compensation risk and incorporating it into overall risk management
    • Proxy, governance and HR audits, more internal audit focus
    • Increasing scrutiny on small to small-cap cos
    • Implications of additional disclosures e.g., internal pay ratio and pay-for-performance
    • Emerging governance and analytical tools

Richard Reilly, Partner, 
Baker & McKenzie LLP

  • New Dodd Frank whistleblower Protection, SEC rules
  • Dodd Frank claw back provisions
  • ISS guidelines

Robin L. Struve, Partner, 
Latham & Watkins LLP

  • Golden parachutes, with some anecdotal examples
  • Independent compensation committee and advisors

Who Should Attend

  • Financial Executives
  • Executive Compensation Practicing Lawyers
  • Human Resources & Benefits Executives
  • Compensation and Benefits Consultants
  • General Counsel
  • Compliance Officers

Corporate Governance Issues

Chuck Yen, Director, 
Grant Thornton LLP

Jim Gandurski, CCP, Manager, Compensation & Benefits Consulting, 
Grant Thornton LLP

  • Overview
    • Executive compensation disclosure regulations overview
    • Stakeholder views – ISS, CFA, etc.
  • Proxy season post-mortem
    • What’s changed since 2010? CD&A, risk disclosures, etc.
    • How were say-on-pay proposal narratives structured?
    • Average support % and frequency
  • Implications/what’s next
    • Addressing compensation risk and incorporating it into overall risk management
    • Proxy, governance and HR audits, more internal audit focus
    • Increasing scrutiny on small to small-cap cos
    • Implications of additional disclosures e.g., internal pay ratio and pay-for-performance
    • Emerging governance and analytical tools

Richard Reilly, Partner, 
Baker & McKenzie LLP

  • New Dodd Frank whistleblower Protection, SEC rules
  • Dodd Frank claw back provisions
  • ISS guidelines

Robin L. Struve, Partner, 
Latham & Watkins LLP

  • Golden parachutes, with some anecdotal examples
  • Independent compensation committee and advisors

Corporate Governance Issues

Corporate Governance Issues

Richard ReillyPartnerBaker & McKenzie LLP

Richard R. Reilly is a member of the Firm’s Global Compensation & Employment Law and the North America Corporate & Securities practice groups. For over 25 years, Mr. Reilly has worked on myriad employment, executive compensation and benefits issues. He joined Baker & McKenzie from Coudert Brothers LLP, where he served as chair of its Employment and Employee Benefits Practice Group.Practice Focus Mr. Reilly advises clients on the establishment and administration of employee benefits plans, as well as compliance with ERISA’s fiduciary responsibility and prohibited transaction rules. Mr. Reilly assists clients in designing executive compensation plans to comply with tax and other rules governing such plans. He also advises on the employee benefits and executive compensation aspects of corporate transactions, securities offerings, and financings. Mr. Reilly advises investment fund sponsors and investors on ERISA’s plan assets regulations. He also represents employers and executives in the negotiation of executive employment and severance agreements and non-competition agreements, post-employment restrictions and other related employment law issues.

Corporate Governance Issues

Steven SlutskyDirectorPwC

Steven Slutsky is a senior consultant in PricewaterhouseCoopers’ Human Resource Services Practice. He has over two decades of human resources experience, including the areas of Board, executive and broad-based compensation and benefits, equity design, compensation risk assessments, and disclosure preparation/review. Steven works with publicly-traded companies in a broad range of industries, including the technology industry, both in the US and globally.Steven provides benchmarking information, and then provides more than just data — he provides advice and guidance on designing and implementing the right decisions for each unique client situation. Due to his experience in sitting on Boards, and his running a business unit, Steven understands that clients need a Trusted Advisor whom they can rely on for objective, practical recommendations.Steven is a contributing author to the publication Executive Compensation by BNA Books. He also lectures regularly on human resources, employee/labor relations and compensation issues, and has been a guest lecturer at the Wharton School of the University of Pennsylvania. Steven teaches continuing legal education classes on equity and other compensation design and risk.

Corporate Governance Issues

Chuck YenDirector, Office Practice Leader, Compensation & Benefits ConsultingGrant Thornton LLP

Corporate Governance Issues

Jim Gandurski, CCPManager, Compensation & Benefits ConsultingGrant Thornton LLP

Jim is a Manager in the compensation and benefits consulting practice with specialized expertise in executive and board of director compensation. He has more than nine years of consulting experience.Experience Jim’s experience includes executive and Board of Director compensation consulting such as plan design, market competitiveness, equity incentives, and proxy disclosures. Jim also has considerable experience with tax, accounting, and regulatory compliance matters such as 280G, SFAS 123R, and 162(m).Prior to joining Grant Thornton Jim worked with a compensation consulting firm, focused primarily on broad-based employee compensation.

Corporate Governance Issues

Robin L. StruvePartnerLatham & Watkins LLP

Robin L. Struve is a partner in the Tax Department of Latham & Watkins, LLC. In such capacity she advises U.S. and multi-national companies regarding the application of U.S. tax, ERISA, securities and other laws to employee benefit plans and executive compensation matters. A substantial portion of Ms. Struve’s practice involves advising public companies regarding tax, securities and disclosure laws regarding executive compensation. She also focuses on the drafting, amendment, termination and legal compliance of benefit plans, with a focus on non-qualified deferred compensation plans, equity based compensation plans (including plans for non-corporate entities such as LLCs and partnerships), and bonus plans for both public and private companies.Ms. Struve holds a J.D. from Harvard University and a B.A. from the University of Colorado, with distinction. She is a frequent speaker on a variety of executive compensation and employee benefit plan topics.


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Corporate Governance Issues

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   NONE

Course Code:
   114131

Total Credits:
    2.0 CLE

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About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

Baker & McKenzie defined the global law firm in the 20th century, and we are redefining it to meet the challenges of the global economy in the 21st.We bring to matters the instinctively global perspective and deep market knowledge and insights of 3,750 locally admitted lawyers in 68 offices worldwide. We have a distinctive global way of thinking, working and behaving – “fluency” – across borders, issues and practices.We understand the challenges of the global economy because we have been at the forefront of its evolution. Since 1949, we have advised leading corporations on the issues of today’s integrated world market. We have cultivated the culture, commercial pragmatism and technical and interpersonal skills required to deliver world-class service tailored to the preferences of world-class clients worldwide.

Website: https://www.bakermckenzie.com/

About the PwC Network PwC firms provide industry-focused executive compensation and other human resources consulting, assurance, tax and advisory services to enhance value for their clients. More than 161,000 people in 154 countries in firms across the PwC network share their thinking, experience and solutions to develop fresh perspectives and practical advice. See www.pwc.com for more information.

Website: https://www.pwc.com/

The people in the independent firms of Grant Thornton International Ltd provide personalized attention and the highest quality service to public and private clients in more than 100 countries. Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd, one of the six global audit, tax and advisory organizations. Grant Thornton International Ltd and its member firms are not a worldwide partnership, as each member firm is a separate and distinct legal entity

Website: https://www.grantthornton.com/

Founded in 1934, Latham & Watkins has grown into a full-service international powerhouse with approximately 2,000 attorneys in 31 offices around the world. The founders of Latham & Watkins instilled an ethic of hard work, commitment and quality that flourishes today and has nurtured the firm’s dramatic growth into one of the world’s premier business law firms. With that growth, we have built internationally recognized practices in a wide spectrum of transactional, litigation, corporate and regulatory areas. We have also received praise for our innovative approach to law firm management and for our pro bono work both on a local and global scale. Our success is grounded in our devotion to the collaborative process, which reaches across global offices and practices and draws upon our deep subject matter expertise, an abiding commitment to teamwork and a powerful tradition of creative lawyering.

Website: Latham & Watkins LLP

Richard R. Reilly is a member of the Firm’s Global Compensation & Employment Law and the North America Corporate & Securities practice groups. For over 25 years, Mr. Reilly has worked on myriad employment, executive compensation and benefits issues. He joined Baker & McKenzie from Coudert Brothers LLP, where he served as chair of its Employment and Employee Benefits Practice Group.Practice Focus Mr. Reilly advises clients on the establishment and administration of employee benefits plans, as well as compliance with ERISA’s fiduciary responsibility and prohibited transaction rules. Mr. Reilly assists clients in designing executive compensation plans to comply with tax and other rules governing such plans. He also advises on the employee benefits and executive compensation aspects of corporate transactions, securities offerings, and financings. Mr. Reilly advises investment fund sponsors and investors on ERISA’s plan assets regulations. He also represents employers and executives in the negotiation of executive employment and severance agreements and non-competition agreements, post-employment restrictions and other related employment law issues.

Steven Slutsky is a senior consultant in PricewaterhouseCoopers’ Human Resource Services Practice. He has over two decades of human resources experience, including the areas of Board, executive and broad-based compensation and benefits, equity design, compensation risk assessments, and disclosure preparation/review. Steven works with publicly-traded companies in a broad range of industries, including the technology industry, both in the US and globally.Steven provides benchmarking information, and then provides more than just data — he provides advice and guidance on designing and implementing the right decisions for each unique client situation. Due to his experience in sitting on Boards, and his running a business unit, Steven understands that clients need a Trusted Advisor whom they can rely on for objective, practical recommendations.Steven is a contributing author to the publication Executive Compensation by BNA Books. He also lectures regularly on human resources, employee/labor relations and compensation issues, and has been a guest lecturer at the Wharton School of the University of Pennsylvania. Steven teaches continuing legal education classes on equity and other compensation design and risk.

Jim is a Manager in the compensation and benefits consulting practice with specialized expertise in executive and board of director compensation. He has more than nine years of consulting experience.Experience Jim’s experience includes executive and Board of Director compensation consulting such as plan design, market competitiveness, equity incentives, and proxy disclosures. Jim also has considerable experience with tax, accounting, and regulatory compliance matters such as 280G, SFAS 123R, and 162(m).Prior to joining Grant Thornton Jim worked with a compensation consulting firm, focused primarily on broad-based employee compensation.

Robin L. Struve is a partner in the Tax Department of Latham & Watkins, LLC. In such capacity she advises U.S. and multi-national companies regarding the application of U.S. tax, ERISA, securities and other laws to employee benefit plans and executive compensation matters. A substantial portion of Ms. Struve’s practice involves advising public companies regarding tax, securities and disclosure laws regarding executive compensation. She also focuses on the drafting, amendment, termination and legal compliance of benefit plans, with a focus on non-qualified deferred compensation plans, equity based compensation plans (including plans for non-corporate entities such as LLCs and partnerships), and bonus plans for both public and private companies.Ms. Struve holds a J.D. from Harvard University and a B.A. from the University of Colorado, with distinction. She is a frequent speaker on a variety of executive compensation and employee benefit plan topics.

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