2016 Roundtable on Corporate Governance

March 15–16, 2016

Wasserstein Hall, Harvard Law School, 1585 Massachusetts Avenue
Cambridge, MA 02138

Co-Organizers: Lucian Bebchuk, Stephen Davis, and Scott Hirst

Supported by

deloitte-logo

In addition to Deloitte, the Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of the Society of Corporate Secretaries and Governance Professionals, Aon Hewitt, Broadridge, Camberview, CFA Institute, Coca-Cola, Edelman, EMC Corporation, Evercore, Goldman Sachs, Hermes Investment Management, Innisfree, JPMorgan Chase, Joele Frank, Lazard, Lockheed Martin, McDonald’s Corporation, Microsoft, Monsanto, Morgan Stanley, Nasdaq, Olshan Frome Wolosky, PepsiCo, Phillips 66, Prudential Financial, PwC, Russell Reynolds Associates, Sard Verbinnen, Société Générale, State Street Corporation, Teneo, Trian Fund Management, Tyco, United Health, Visa, and Willis Towers Watson.

The Program on Corporate Governance wishes to thank its supporting organizations: Cadwalader, Cleary Gottlieb, Corporation Service Company, Cornerstone Research, Davis Polk & Wardwell, Debevoise & Plimpton, Fried Frank, Gibson Dunn & Crutcher, Latham & Watkins, Mayer Brown, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher & Bartlett, Skadden, Sullivan & Cromwell, Vinson & Elkins, and White & Case.

The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: BlackRock, Caisse de Dépôt et Placement du Québec, California Public Employees’ Retirement System, California State Teachers’ Retirement System, Canada Pension Plan Investment Board, Charles Schwab Investment Management, Colorado Public Employees’ Retirement Association, Dimensional Fund Advisors, Fidelity, Florida State Board of Administration, JPMorgan Asset Management, MFS Investment Management, Norges Bank Investment Management, North Carolina Department of State Treasurer, Ontario Teachers’ Pension Plan, TIAA, USS Investment Management, and Vanguard.

Finally, the Program on Corporate Governance and the Program on Institutional Investors would like to thank the members of the Program on Corporate Governance Advisory Board, the Harvard Institutional Investors Forum Advisory Council, and the Corporate Governance Forum Advisory Council.


Agenda

March 15, 2016
Loeb House, 17 Quincy Street, Cambridge, MA 02138 

6:45–7:30 pm Reception
7:30 pm Dinner

March 16, 2016
Harvard Law School
Wasserstein Hall, Room 2009 (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138

8:15–9:00 am Registration and continental breakfast
9:00–10:00 am First morning session
10:00–10:20 am Coffee break
10:20 -11:20 am Second morning session
11:20–11:40 am Coffee break
11:40–12:40 pm Third morning session
12:40–1:40 pm Buffet lunch
1:40–2:40 pm First afternoon session
2:40–3:00 pm Coffee break
3:00–4:00 pm Final session
4:00–5:00 pm Closing reception
Roundtable Discussion Topics

The Roundtable sessions will focus on current issues in corporate governance, including those likely to arise in the upcoming proxy season. The Roundtable will begin with a discussion of board election arrangements; depending on the interest of participants, issues that may be discussed include proxy access, majority voting, and universal ballot. The discussion will then move to consider shareholder rights to participate in corporate decision-making; issues that may be discussed include poison pills, rights to call a special meeting, and rights to submit shareholder proposals. The Roundtable will then move to a discussion of issues related to board composition and leadership, as well as engagement between directors and shareholders; depending on the interest of participants, issues that may be discussed include board diversity and refreshment, and the separation of chairman and CEO. The discussion will subsequently move to consider issues related to political spending and social responsibility resolutions and, to the extent that time permits, share buybacks and shareholder involvement in capital allocation matters.

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List of Participants

Maryellen Andersen Corporate Governance Officer, Vice President, Institutional Investor and Corporate Relations, Broadridge
Adel Aslani-Far Partner, Latham & Watkins
Scott W. Bauguess Deputy Chief Economist and Deputy Director, Division of Economic and Risk Analysis, U.S. Securities and Exchange Commission
Lucian Bebchuk Friedman Professor of Law, Economics, and Finance, Harvard Law School
Amy Bilbija Managing Director, Evercore Partners
Richard Brand Partner, Cadwalader, Wickersham & Taft LLP
Maureen Bujno Director, Center for Corporate Governance, Deloitte LLP
Martha Carter Senior Managing Director, Teneo Governance
Ning Chiu Counsel, Davis Polk & Wardwell
Robert Clark Distinguished Service Professor, Austin Wakeman Scott Professor of Law, Harvard Law School
Eileen Cohen Managing Director, J.P. Morgan Asset Management
Isaac Corré CEO, Governor’s Lane
Arthur Crozier Chairman, Innisfree M&A
Scott Davis Partner, Mayer Brown
Stephen Davis Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School
Deborah DeHaas Vice Chairman and National Managing Partner, Center for Corporate Governance, Deloitte LLP
Lawrence E. Dennedy President, MacKenzie Partners, Inc.
David Eaton Associate Partner, Corporate Governance, Aon Hewitt
Michelle Edkins Global Head, Investment Stewardship, BlackRock
Matthew Filosa Vice President, Corporate Governance & Proxy Voting, MFS Investment Management
Peggy Foran Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial
Joele Frank Managing Partner, Joele Frank
Andrew Freedman Partner, Co-Head Activist & Equity Investment Group, Olshan Frome Wolosky LLP
Matthew Furman Executive Vice President and Group General Counsel, Willis Towers Watson
Michael Garland Assistant Comptroller for Corporate Governance and Responsible Investment, Office of New York City Comptroller
Marc Gerber Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Todd Gershkowitz Executive Vice President, Head of Global Total Rewards and HR Shared Services, State Street Corporation
Jane Goldstein Partner, Ropes & Gray
Gavin Grant Head of Active Ownership, Norges Bank Investment Management
Jean-Luc Gravel Executive Vice-President, Equity Markets, Caisse de Dépôt et Placement du Québec
Nancy Hamilton Deputy General Counsel, Corporate Governance and Mergers & Acquisitions, Monsanto Company
Mark H. Harnett Managing Director, Sard Verbinnen & Co
Tracey Heaton Senior Vice President and Chief Counsel, Visa
Matthew R. A. Heiman Vice President, Chief Compliance & Audit Officer, Tyco International
Scott Hirst Associate Director, Programs on Corporate Governance and Institutional Investors, Harvard Law School
Jack Jacobs Senior Counsel, Sidley Austin; Former Justice, Delaware Supreme Court
Paula Johnson Executive Vice President, Legal, General Counsel and Corporate Secretary, Phillips 66
Robert Katz Partner, Shearman & Sterling
Rosemary M. Kenney Senior Director, Corporate Governance Policy & Communications, TIAA
Thomas Keusch Assistant Professor, Erasmus University Rotterdam
Gwen Le Berre Director – Proxy & Governance, Charles Schwab Investment Management
Victor I. Lewkow Partner, Cleary Gottlieb Steen & Hamilton LLP
Kai Haakon E. Liekefett Partner, Head of Shareholder Activism Response Team, Vinson & Elkins LLP
Paula Loop Leader, Governance Insights Center, PricewaterhouseCoopers
Michael Ma Senior Associate, Sustainable Investing, Canada Pension Plan Investment Board
W. Robert Main Head of Corporate Governance, Vanguard Group
Gianna McCarthy Director of Corporate Governance, New York State Common Retirement Fund
Robert McCormick Chief Policy Officer, Glass Lewis & Co.
Colin Melvin Global Head of Stewardship, Hermes Investment Management
Kerri Morey Assistant General Counsel, Lockheed Martin
Meryl Murtagh Corporate Governance Attorney, North Carolina Department of State Treasurer
Sabastian V. Niles Partner, Activism, Governance and M&A, Wachtell, Lipton, Rosen & Katz
Rusty O’Kelley III Managing Director, Russell Reynolds Associates
Ryan O’Toole Senior Proxy Analyst, Fidelity Investments
Matthew Orsagh Director of Capital Markets Policy, CFA Institute
Muir Paterson Managing Director, Goldman Sachs
Susan Permut Senior Vice President & Deputy General Counsel, EMC Corporation
Mark Preisinger Director of Corporate Governance, The Coca-Cola Company
Sean Quinn Executive Director, ISS
William Regner Partner, Debevoise & Plimpton
Jim Rossman Managing Director, Head of Corporate Preparedness, Lazard
Gloria Santona Executive Vice President, General Counsel and Secretary, McDonald’s Corporation
Brian Schorr Partner and Chief Legal Officer, Trian Fund Management
Linda Scott Managing Director, Associate Corporate Secretary, JPMorgan Chase
John Seethoff Corporate Secretary and Vice President, Deputy General Counsel – Corporate Legal Group, Microsoft
Anne Sheehan Director of Corporate Governance, California State Teachers’ Retirement System
Mark Simons Senior Research Analyst, Halcyon Asset Management
Dannette Smith Secretary to the Board of Directors, UnitedHealth Group 
Gregory W. Smith Executive Director, Colorado PERA
David Strandberg Chief Counsel, Listing Qualifications, Nasdaq, Inc.
Darla Stuckey President & CEO, Society of Corporate Secretaries and Governance Professionals
Sunil Suri Portfolio Manager, Dimensional Fund Advisors
Lex Suvanto Global Managing Director, Financial Communications & Capital Markets, Edelman
Marc Trevino Partner, Sullivan & Cromwell
Karen L. Valihura Justice, Delaware Supreme Court
Joseph White Managing Director, Head of Institutional Strategic Equity Sales, Société Générale
Christopher Wightman Partner, CamberView Partners
Lori Zyskowski Partner, Gibson Dunn & Crutcher

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Background Materials

A. The Preceding Proxy Season

B. Director Election Arrangements

Proxy Access

Universal Ballots

Majority Voting

C. Division of Power between Shareholders and Boards

Poison Pills

Rights to Call Special Meetings & Advance Notice Bylaws

The 14A-8 Debate

D. Board Composition

Board Refreshment and Tenure

Board Diversity

Separation of Chairman and CEO

E. Engagement

F. Political Spending Resolutions

G. Social Responsibility Resolutions

H. The Debate on Buybacks, Capital Allocation and Short-Termism

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Directions

Below we have provided maps from the nearby hotels to the location of the conference at Harvard Law School. If you’re arriving by taxi, direct the driver to 1585 Massachusetts Avenue in Cambridge, north of Harvard Square.

Dinner on Tuesday, March 15 will take place at Loeb House, located at 17 Quincy Street in Cambridge. On Wednesday, March 16 you will enter either entrance of Wasserstein Hall off Massachusetts Avenue. The conference will be held in WCC 2009, located on the second floor of Wasserstein. From 8:15 am to 9:00 am, registration will be held outside the room and a continental breakfast will be held in Milstein West.


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Wasserstein Hall
Harvard Law School 1585 Massachusetts Avenue
Cambridge, MA 02138

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The Charles Hotel
1 Bennett Street
Cambridge, MA 02138

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Sheraton Commander Hotel
16 Garden Street
Cambridge, MA 02138

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Hyatt Regency Cambridge
575 Memorial Drive
Cambridge, MA 02139

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Hotel Marlowe
25 Edwin H. Land Boulevard
Cambridge, MA 02141

Directions to the Pre-Conference Dinner on Tuesday, March 15

Tuesday, March 15, we will hold a reception and dinner at Loeb House, 17 Quincy Street, Cambridge. The reception will commence at 6:45 pm and the dinner at 7:30 pm.


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Hotels

Below is the information for the hotels where we have arranged for discounted rates. The Charles Hotel and the Sheraton Commander are within walking distance of the law school, but please note that the Hyatt Regency Cambridge and the Hotel Marlow would require a taxi to the law school.

The Charles Hotel: http://www.charleshotel.com

Sheraton Commander: http://www.sheratoncommander.com

Hyatt Regency Cambridge: http://cambridge.hyatt.com/en/hotel/home.html

Hotel Marlowe: http://www.hotelmarlowe.com

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Contact Information

For more information, please contact Kat Linnehan, administrative director at:

Tel. (617) 495-8254
[email protected]

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