Reflections on a Decade of Extraordinary Corporate Governanc
Tuesday, September 24, 2013, 8:30am to 12:30pm, Stamford Marriott
The first years of the 21st century gave us astonishing financial malfeasance by a few nationally prominent companies including Enron, WorldCom and Tyco. Before the end of the new century’s first decade, we were again witness to extraordinary business and financial mismanagement by the likes of AIG, Countrywide Mortgage and Lehman Brothers that led to an international financial market crisis in late 2008 and a continuing period of tepid economic growth and high unemployment.
The actions of the companies that created both of these episodes raised profound questions about the health of America’s corporate governance standards. They prompted the United States Congress to twice pass sweeping legislation that continues to have a far reaching impact on corporate business practices and governance. The Sarbanes–Oxley Act of 2002 and the Dodd-Frank Act of 2010 fundamentally changed business requirements and practices in areas of accounting, financial reporting, financial accountability, auditor independence, and federal regulatory oversight of commercial and investment banks, consumer financial protection, derivatives and proprietary trading, and more.
Beyond law changes, publicly held corporations have independently taken numerous steps to ensure that shareholders’ interests are served. Board oversight practices, executive compensation programs, risk management policies and procedures, corporate culture, and other areas of business practices have come under scrutiny.
The focus of this program will be the breathtaking changes in corporate governance since 2000. We will explore the changes and discuss whether they have gone too far or not far enough.
8:30 AM - Check in and Networking Breakfast
9:00 AM - Welcome, Suzanne M. Hopgood, NACD-CT Chapter Chair
- Discussants: Anne M. Mulcahy, former CEO of Xerox, Director at Johnson & Johnson, Target, Inc., and The Washington Post Company; and Douglas Chia, Corporate Secretary, Johnson & Johnson
- Ms. Mulcahy and Mr. Chia will set the stage for the program with a discussion of the goals of corporate governance, the role of the board, the need to empower management to take risks and produce results, and how to ensure that shareholders’ long term interests are promoted.
9:45 AM - Part 1 - Exploring Governance Balance
The panel will explore the major changes in corporate governance practices that have occurred both through legislation as well as widespread adoption of emerging best practices. They will discuss how these changes have impacted the role of independent board directors, the relationship between management and board members, and shareholders. They will also address whether the scope of the changes are proportionate to the incidence of board and management malfeasance.
- Moderator: Charles M. Elson, University of Delaware Edgar S. Woolard Professor, Finance; Professor, Legal Studies; Director, John L. Weinberg Center for Corporate Governance
- Panel: Congressman Jim Himes, United States Representative of Connecticut’s 4th Congressional District; Roy J. Bostock, Director, Delta Airlines and Morgan Stanley; Former Chair, Yahoo!, Inc.;Roxanne J. Coady, Director, First Niagara Financial
10:40 AM - Networking Break
11:00 AM - Part Two: The Impacts of Change & Where Are We Headed Next?
The panel will continue their conversation addressing such issues as the compliance cost associated with the changes, the effectiveness of the changes in achieving their intended goals, and the wisdom of imposing requirements universally rather than on a targeted basis. The panel will also discuss who has benefited from the changes through expansion of their roles, such as accountants, auditors, and regulators, and whether the changes promote a vibrant and competitive economy.
12:00 PM - Wrap Up and Final Q & A
Amy C. Corn, Chief Governance Officer, Corporate Secretary & vice President, Pitney Bowes Inc., and Douglas Chia, Corporate Secretary, Johnson & Johnson, will reflect on the morning’s discussions with the objective of identifying areas of consensus and opportunities for future action to ensure a balance among objectives, the means to achieve objectives, and the outcomes.
12:15 PM - Closing Remarks
12:20 PM - Adjourn
Location and Time
243 Tresser Boulevard
Stamford, CT 6901
8:30am to 12:30pm
Anne M. Mulcahy, former CEO of Xerox, Director at Johnson & Johnson, Target, Inc., and The Washington Post Company
Roy J. Bostock, Director, Delta Airlines and Morgan Stanley; Former Chair, Yahoo!, Inc.
Congressman Jim Himes, United States Representative of Connecticut’s 4th Congressional District
Charles M. Elson, University of Delaware Edgar S. Woolard Professor, Finance; Professor, Legal Studies; Director, John L. Weinberg Center for Corporate Governance
Roxanne J. Coady, Director, First Niagara Financial