What Directors Need to Know: Shareholder Communications and Staying Ahead of the Inevitable

 
 
Wednesday, July 27, 2016
2 p.m. Eastern Time
 
 
Join director Eileen Kamerick and governance experts Bill Ultan and Catherine Bromilow for this stimulating discussion on shareholder communications.
 
The inevitable trick question, the aggressive inquiry, the honest but unexpected request, these are elements of the annual meeting and of many if not all interactions between the board, management, and shareholders, large and small. Changes in the regulatory environment and rules regarding appropriate and timely disclosure of financial material and other information have combined with expanded shareholder outreach to create opportunity as well as danger in each encounter, planned or unplanned. Quarterly reports and the annual meeting just don’t cut it anymore. Shareholders expect immediate, honest, and comprehensive messaging from the leaders of their portfolio companies. The rise of shareholder activism illustrates that many exchanges between the board and investors are likely to be tinged with nuances and outright demands that can catch an unprepared director flatfooted and even make him or her unintentionally dangerous to the company and its mission.
 
    * What steps can directors and boards take to be as prepared as possible for the unexpected question from a shareholder or group of shareholders?
    * What are the elements of a solid shareholder communications plan?
    * How can a board be ready to pre-empt accusations of short-termism or other fashionable accusations?
    * Is there a workable strategy for dealing with questions the answers to which are likely to create further inquiries and pressures?
    * Does it make sense to wargame communications issues and establish a chain of command for external (press, for example) and shareholder inquiries?
    * What obligation does the board have to support management when shareholder inquiries define a difference of opinion at the highest corporate levels?
    * Is there a difference between shareholder communications and investor relations?
    * Should committee chairs, such as compensation or audit, have primary responsibility for relevant external inquiries? If they’re not available, who gets the call?
 
 
Join director Eileen Kamerick, Catherine L. Bromilow, partner of PwC’s Governance Insights Center, and William Ultan, Morrow Sodali governance expert, for a sweeping discussion of what directors need to know about shareholder communications.
Speakers: 
Speaker Name: 
Eileen Kamerick
Speaker Title: 
Director, Associated Banc-Corp, Legg Mason Closed End Mutual Funds, Westell Technologies, Inc.
Speaker Bio: 
Eileen Kamerick is known as a strategic and collaborative executive who drives profitable growth and enhances shareholder value. She is a leader in finance and corporate governance, an SEC Audit Committee Financial Expert, and an adjunct professor at leading law schools. She holds an MBA, with honors, in Finance and International Business and a JD from The University of Chicago.  She serves as Audit Chair at Legg Mason Closed End Mutual Funds and Westell Technologies.  She chairs the Nominating and Governance Committee at Associated Banc-Corp.  She is an NACD Board Leadership Fellow.
 
Kamerick served as CFO for major global corporations including Leo Burnett, Heidrick & Struggles International, Houlihan Lokey, and BP Amoco Americas. She also chaired several of those corporations' foundations. She has spoken on corporate governance to numerous national organizations and law schools. 
 
Kamerick serves as vice chairman of Eckerd Kids, a national child welfare charity, and is on the boards of Cristo Rey’s Tampa Bay High School and Christ the King High School in Chicago.  She is profiled in The Board Game: How Smart Women Become Corporate Directors. She is a member of the Chicago Network, the Economic Club of Chicago, and the Chicago Finance Exchange.
Speaker Photo: 
Speaker Name: 
Bill Ultan
Speaker Title: 
Senior Managing Director Morrow & Co., LLC
Speaker Bio: 
Bill Ultan is a Senior Managing Director at Morrow & Co., LLC and a member of the firm’s senior leadership team. As manager of the Corporate Governance Consulting Group, he and his team advise clients on compensation, antitakeover, and governance issues.
 
With 30 years of experience in the field, Bill has guided companies through a wide range of governance and takeover challenges, including contentious shareholder proposals and compensation-based initiatives, proxy fights, tender offers, and other corporate control matters. He previously was a senior member of the firm’s Stock Surveillance and Proxy Solicitation departments. Bill’s vast experience has been gained through years of observing shareholders and proxy advisory firms, assessing compensation practices and governance policies, and analyzing voting results and solicitation strategies. He prepares many strategic assessments and counsels officers as well as directors of public companies across a diverse range of industries and market capitalizations. In many instances, he is retained to work throughout the year assisting companies with ongoing shareholder outreach programs and governance management efforts.
 
Bill is a frequent speaker at law firms and industry group meetings, including the Society of Corporate Secretaries and Governance Professionals, National Investor Relations  Institute, Northwestern University School of Law’s Corporate Counsel Institute, The John L. Weinberg Center for Corporate Governance at the University of Delaware, The Conference Board, Corporate Board Member, and The Millstein Center for Corporate Governance.
Speaker Photo: 
Speaker Name: 
Catherine L. Bromilow
Speaker Title: 
Partner, PwC’s Governance Insights Center
Speaker Bio: 
Catherine Bromilow is a partner in PwC’s Governance Insights Center.  She helps boards and audit committees apply leading practices and understand the impact of emerging regulations on their activities.  She has worked extensively with boards and directors from a number of countries, including the Bahamas, Barbados, Bermuda, Brazil, Canada, Chile, the Dominican Republic, India, Israel, Japan, Mexico, South Africa, the United States, and Venezuela.
 
Catherine developed many of the governance publications that PwC has issued: Audit Committee Effectiveness — What Works Best; Board Effectiveness — What Works Best; Governance for Companies Going Public — What Works Best; Going Public? Five Governance Factors to Focus On; Director Dialogue with Shareholders — What You Need to Consider; and PwC’s Family Business Corporate Governance Series. She also contributed to PwC’s Audit Committee Excellence Series, which focuses on leading practices on specific topics.  NACD Directorship magazine in 2015 named her for the ninth consecutive year as one of the 100 most influential people in corporate governance in the United States.  She also speaks frequently at director conferences.
 
Catherine is a Certified Public Accountant (licensed in New Jersey) and a Chartered Professional Accountant, CPA, CA (from Canada).  She holds a Master of Accounting degree from the University of Waterloo in Canada.
 
Speaker Photo: 
Benefits: 
    *  60 minutes--maximum value for time
    * Completely free to attend
    * Time for questions and comments
    * All participants receive a copy of the webinar materials after the event
    * Unbiased third party director education
Sponsor: 
Diligent Corporation

Speakers

Eileen Kamerick

Director, Associated Banc-Corp, Legg Mason Closed End Mutual Funds, Westell Technologies, Inc.

Eileen Kamerick is known as a strategic and collaborative executive who drives profitable growth and enhances shareholder value. She is a leader in finance and corporate governance, an SEC Audit Committee Financial Expert, and an adjunct professor at leading law schools. She holds an MBA, with honors, in Finance and International Business and a JD from The University of Chicago.  She serves as Audit Chair at Legg Mason Closed End Mutual Funds and Westell Technologies.  She chairs the Nominating and Governance Committee at Associated Banc-Corp.  She is an NACD Board Leadership Fellow.
 
Kamerick served as CFO for major global corporations including Leo Burnett, Heidrick & Struggles International, Houlihan Lokey, and BP Amoco Americas. She also chaired several of those corporations' foundations. She has spoken on corporate governance to numerous national organizations and law schools. 
 
Kamerick serves as vice chairman of Eckerd Kids, a national child welfare charity, and is on the boards of Cristo Rey’s Tampa Bay High School and Christ the King High School in Chicago.  She is profiled in The Board Game: How Smart Women Become Corporate Directors. She is a member of the Chicago Network, the Economic Club of Chicago, and the Chicago Finance Exchange.

Bill Ultan

Senior Managing Director Morrow & Co., LLC

Bill Ultan is a Senior Managing Director at Morrow & Co., LLC and a member of the firm’s senior leadership team. As manager of the Corporate Governance Consulting Group, he and his team advise clients on compensation, antitakeover, and governance issues.
 
With 30 years of experience in the field, Bill has guided companies through a wide range of governance and takeover challenges, including contentious shareholder proposals and compensation-based initiatives, proxy fights, tender offers, and other corporate control matters. He previously was a senior member of the firm’s Stock Surveillance and Proxy Solicitation departments. Bill’s vast experience has been gained through years of observing shareholders and proxy advisory firms, assessing compensation practices and governance policies, and analyzing voting results and solicitation strategies. He prepares many strategic assessments and counsels officers as well as directors of public companies across a diverse range of industries and market capitalizations. In many instances, he is retained to work throughout the year assisting companies with ongoing shareholder outreach programs and governance management efforts.
 
Bill is a frequent speaker at law firms and industry group meetings, including the Society of Corporate Secretaries and Governance Professionals, National Investor Relations  Institute, Northwestern University School of Law’s Corporate Counsel Institute, The John L. Weinberg Center for Corporate Governance at the University of Delaware, The Conference Board, Corporate Board Member, and The Millstein Center for Corporate Governance.

Catherine L. Bromilow

Partner, PwC’s Governance Insights Center

Catherine Bromilow is a partner in PwC’s Governance Insights Center.  She helps boards and audit committees apply leading practices and understand the impact of emerging regulations on their activities.  She has worked extensively with boards and directors from a number of countries, including the Bahamas, Barbados, Bermuda, Brazil, Canada, Chile, the Dominican Republic, India, Israel, Japan, Mexico, South Africa, the United States, and Venezuela.
 
Catherine developed many of the governance publications that PwC has issued: Audit Committee Effectiveness — What Works Best; Board Effectiveness — What Works Best; Governance for Companies Going Public — What Works Best; Going Public? Five Governance Factors to Focus On; Director Dialogue with Shareholders — What You Need to Consider; and PwC’s Family Business Corporate Governance Series. She also contributed to PwC’s Audit Committee Excellence Series, which focuses on leading practices on specific topics.  NACD Directorship magazine in 2015 named her for the ninth consecutive year as one of the 100 most influential people in corporate governance in the United States.  She also speaks frequently at director conferences.
 
Catherine is a Certified Public Accountant (licensed in New Jersey) and a Chartered Professional Accountant, CPA, CA (from Canada).  She holds a Master of Accounting degree from the University of Waterloo in Canada.
 

Benefits

    *  60 minutes--maximum value for time
    * Completely free to attend
    * Time for questions and comments
    * All participants receive a copy of the webinar materials after the event
    * Unbiased third party director education

Sponsor

Diligent Corporation