CONFERENCE AGENDA You Will Not Want to Miss !

7:30 8:20  Special Video Presentation (for attendees that don't want to start so early, watch this important video anytime after the conference on

Director Liability and Responsibilities: What Now After Disney?  

Learn what are a director's responsibilities regarding executive compensation in this new era of governance reform, including when might a director incur personal liability for executive compensation decision making and what questions should directors be asking about their compensation-related duties.

Speakers: Delaware Supreme Court Chief Justice Myron Steele; Delaware Vice Chancellor Stephen Lamb; Professor Charles Elson, Director, U. of Delaware Center for Corporate Governance

8:20 - 8:30 Call to Order from John Olson, Gibson, Dunn & Crutcher and Jesse Brill, Chair, NASPP and

8:30 8:50 Opening Speech John Reed, Former Citigroup CEO and NYSE Chairman

8:50 - 9:50 Meeting the New Standards: What Compensation Committees (and Consultants and Counsel) Should Now Be Doing

Learn from these respected board advisors what actions every director now needs to focus on, understand and do; what every committee should be asking from its consultants, lawyers, company's HR department and other staff; and how the compensation committee should negotiate CEO compensation.

Speakers: Fred Cook, Frederic W. Cook & Co.; John Olson, Gibson, Dunn & Crutcher

9:50 11:00  "The Directors Speak" on Excessive Pay

Learn how these respected former CEOs and other luminaries are implementing changes at the companies for which they serve as directors; the challenges they have overcome and the ones they still face with invaluable practice tips from the director's perspective.

Speakers: Ken West, former Chair of Harris Bankcorp; Chair, NACD;  Warren Batts, former CEO of five companies and Board member of the NACD; Ed Brennan, former CEO and Chair of Sears, Roebuck; Sam Skinner, former CEO and Chair of USF Corporation and former Chief of Staff to President George H. W. Bush; Michele Hooper, Managing Partner and Founder of the Directors' Council  and President of NACD's Chicago Chapter; Jim Crown, President of Henry Crown and Company

11:00 11:15 Break

11:15 12:15 "The Consultants Speak" on What You Need to Do Now

Hear candid guidance from the top consultants about where we have gone astray and how to make the necessary fixes. These experienced experts will share changes you can implement to restore integrity to the process and to avoid liability for directors and their advisors.

Speakers: Pearl Meyer, Steven Hall & Partners; Mike Halloran, Mercer Consulting; George Paulin, Frederic W. Cook & Co.; Douglas Friske, Towers Perrin

12:15  1:30  Lunch Served

Speaker: Jamie Dimon, Chief Executive Officer, JPMorgan Chase

1:30 2:15  What Now Needs to Be Disclosed in the Proxy Statement

After SEC Director Alan Beller's speech at last year's conference, disclosure practices have changed considerably and continue to evolve. Learn how to meet the SEC's expectations for more detail and specificity in compensation disclosures and in the compensation committee report, including specific suggestions and examples; how compensation committee members should review and approve detailed disclosures and representations about a CEO/NEO's package; including:

Also learn why the compensation committee report should include a statement that all compensation arrangements were reviewed and tallied up and deemed not excessive; what compensation contracts and arrangements need to be filed with the SEC when, where and how; and what litigation is arising over compensation committee reports (including potential personal liability).

Speakers: Ron Mueller, Gibson, Dunn & Crutcher; Mark Borges, Mercer Consulting

2:15 2:55  How to Implement Pay-for-Performance Targets that Can't Be Gamed

Everyone is talking about pay-for-performance but implementing it is not as easy as you would think. Learn how to analyze whether your existing metrics make sense and how to implement ones that do (and avoid the many common pitfalls in this area).

Speakers: Lucian Bebchuk, Harvard Law School's Program on Corporate Governance; Don Delves, The Delves Group; Diane Doubleday, Mercer Human Resources Consulting; Mark Van Clieaf, MVC Associates

2:55 3:10  Break

3:10 3:50 How to Devise the Appropriate Tally Sheets

Many companies are now implementing "tally sheets" for the first time and some growing pains are inevitable. Learn what practices are being adopted and which ones are already evolving and hear a host of practice pointers on how to get the greatest value from your tally sheets.

Speakers: Mike Kesner, Deloitte Consulting LLP ; Pearl Meyer, Steven Hall & Partners

3:50 - 4:30 Why and How to - Implement Internal Pay Equity

Traditional benchmarking practices have been widely criticized and for good reason. Learn why internal pay equity methodologies might prove to be a better benchmark and how to actually implement this growing practice.

Speakers: Fred Cook, Frederic W. Cook & Co.; Blair Jones, Semler Brossy; Ed Woolard Jr., former CEO and Chair of E.I. DuPont de Nemours and Co.

4:30 5:00  How to Fix Outstanding CEO Pay Packages and Agreements

Learn about: obligations to re-examine; modify existing arrangements; fixing and adding "cause" provisions and clawbacks; ways to address current excessive compensation and how to have a difficult conversation about rolling back pay; how to implement meaningful holding periods for outstanding equity compensation; and how to avoid traps for the unwary director when negotiating employment contracts and other compensation arrangements.

Speakers: Michael Melbinger, Winston & Strawn; Tim Sparks, Compensia

5:00 5:30  The Institutional Investor's New Focus on Executive Compensation: What It Means For You

Find out what compensation areas are key institutional investors targeting for this upcoming proxy season; what preventive actions compensation committees can take now; examples of responsible CEO actions; and how to avoid/prevent 'just say no' campaigns against re-electing compensation committee directors

Speakers: Pat McGurn, Institutional Shareholder Services; Greg Taxin, Glass Lewis; Paul Hodgson, The Corporate Library

5:30 - 5:45  Closing Remarks from Fred Cook, Frederic W. Cook & Co., Jesse Brill, NASPP and, and Herb Wander, Katten Muchin Rosenman LLP

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