Day 1 - 16 June 2009

09.00 - 10.45 Keynote Plenary Session

Is the UK system of Corporate Governance fit for purpose? What changes are likely in the wake of the financial crisis?

The shockwaves from the credit crunch and ensuing financial crisis continue to reverberate around the City of London and GB Inc. With the UK banking industry turmoil spreading to our high streets, there has been plenty of comment linking failures of corporate governance to the recession.

While companies (and the government) face renewed calls for a fresh look at corporate governance, Chancellor Alistair Darling has appointed Sir David Walker to the impending review on the corporate governance systems of UK banks... and Mr Walker is seen as ‘one of their own’ by the City establishment.

As Robert Peston has remarked, “Based on his track record, Sir David is expected to try to fix the current governance system rather than declaring it bust and in need of replacing.”

Can we get along just by modifying the current system? Or is a more radical overhaul of UK corporate governance needed?

• Is the Combined Code's ‘Comply or Explain’ system still an effective form of regulation?
• What tactics can be employed to improve the practical application of the UK's existing corporate governance framework?
• How can we best deal with the global economic downturn in the absence of a global regulatory framework?
• Links between governance and the financial crisis: What have we learned - and which specific risks are yet to come?

• Association of British Insurers, Stephen Haddrill, Director General
• BP, David Jackson, Company Secretary
• Serious Fraud Office, Bob Evans, Head of Outreach

Moderated by: Ethical Corporation, Tobias Webb, Founder

10.45 - 11.15 Coffee Break

11.15 - 12.30 Keynote Plenary Session

Redesigning executive remuneration: If we could start again from scratch what would we do differently?

“Executive remuneration is the key boardroom issue facing FTSE250 companies and will impact their ability to weather the economic downturn” Hewitt New Bridge Street

“The distribution of fat bonus cheques to investment bankers who engineered one of the worst takeovers in City history is obscene.” Alex Brummer, The Daily Mail

The huge bonuses still being paid out to executives at failing businesses has attracted the condemnation - and anger - of the press and the public alike. Should corporations respond with a comprehensive change to the way executive remuneration works? Is the current scheme simply a bonus-laden structure for senior executives, with little chance of clawbacks in times of trouble - and badly-aligned incentives leading to bad management? Or is there a case for insisting that it is a sensible response to an increasingly brutal battle for talent?

In this session, we discuss what business should do about existing remuneration policies, and investigate whether the whole system needs a radical overhaul.

Leading experts on executive compensation will gather to establish a new format for remuneration - how they would design an executive pay scheme if we could start again today:

• Alternative models of executive remuneration, and the corporate reception of them
• What investors want to see in your compensation policy
• Ensuring incentivisation in the short, medium and long term: Paying for performance - what does this look like?
• How to link remuneration to risk - and how the FSA has attempted to do this in the financial sector
• The shareholder's role in defining pay - is Say on Pay a success?

• Nestlé, David Frick, Senior Vice-President
• Robeco, Erik Breen, Head of Corporate Governance and Sustainability

Moderated by: Ethical Corporation, Tobias Webb, Founder

12.30 - 13.45 Lunch

13.45 - 15.00 Interactive Seminar

Alternative to the UK systems of corporate governance: What are the differences - and what's best for business?

According to a recent report published by the Institute of Directors, “...the US corporate governance framework is no longer viewed as the ‘gold standard’ that should be emulated around the world”. Recent Ethical Corporation research shows that, in fact, the UK system is viewed as globally pre-eminent.

US corporate governance is radically different to that used in the UK, with a far greater reliance on regulation like Sarbanes-Oxley. European Corporate Governance is different again, and reflects Europe's greater reliance on social responsibility.

In this session, we investigate whether alternatives to the UK system can teach domestic business anything about better corporate governance:

• Analysis of the differences between systems of corporate governance employed worldwide
• Changes imminent in the US with the election of Barack Obama: Will there be a shift to UK-style governance?
• What can we learn from Europe?
• Is a UK imitation of Sarbanes-Oxley a good idea? Is it likely?

• Steptoe and Johnson, Andrew Bloom, Partner
• Royal Dutch Shell, Michiel Brandjes, Company Secretary and General Counsel Corporate
• BT, Helen Ashton, Head of International Governance & Ethics

Moderated by: EIRIS, Mairead Hancock, Head of Client Services

15.00 - 16.00 Interactive Seminar

Meeting the needs of investors: Increasing transparency, accountability and dialogue

Corporate governance in the UK, more than anywhere else in the world, is reliant on involvement from the investor community for it to function effectively. The ‘Comply or Explain’ aspect of the Combined Code is redundant without investors asking companies to do so.

In this session, acknowledged experts will discuss how to ensure your company is engaging with investors in the most powerful way. With input from leading figures in the investment community, we shall evaluate what investors need from your business, with a focus on how to ensure you deliver transparency, accountability and useful dialogue.

• How to ensure you give investors the transparency they require
• Increased insights into what investors need to see in a company's corporate governance
• The role of asset managers and institutional investors in the financial crisis- should they have applied additional scrutiny?

• RailPEN, Frank Curtiss, Head of Corporate Governance
• Insight Investment, Rory Sullivan, Head of Investor Responsibility

Moderated by: IBE, Philippa Foster-Back OBE, Director

16.00 - 16.30 Coffee Break

16.30 - 17.30 Interactive Seminar

Regulation and the global recession: What lies ahead for UK companies?

“Sarbanes-Oxley was the upshot of the problems we saw in 2001. I think there will be a major increase in regulation this time, too.”
Time for a Rethink On Risk, BusinessMirror.com

In this session, we will evaluate the UK system of corporate governance regulation.

The UK is known for having a ‘light touch’, with the business-friendly Combined Code forming the basis of Governmental control of business. But is it likely that this approach can - or should - continue in the wake of the stock market collapse and credit freeze?

Can business expect Government to retain its distance from business, now the taxpayer is so often a major shareholder?

• How can businesses best ensure negative regulation is avoided?
• Would a voluntary model help to secure better governance, with less government.
• Forecasting the future of regulation in the UK: How will the government act now?
• Compliance with existing - and likely future - regulation: Tactics and tools to ensure compliance
• How to create an effective voluntary model to stave off the threat of increased regulation

• London Centre for Corporate Governance and Ethics, Sue Konzelmann, Director
• Richard Tudway
• PIRC, Phineas Glover
• PIRC, David Ellis

Day 2 - 17 June 2009

09.30 - 11.00 Keynote Plenary Session

Effective risk - and opportunity - management: An urgent priority for all

Possibly the most important aspect of any corporate governance structure is the management of risk - and opportunity.

A recent KPMG report stated that 85% of banking executives have already reviewed or are in the process of reviewing their risk management procedures.

However, the events of the last twelve months have ensured that taking a further - closer - look at any businesses risk management is a fundamental priority, and in this session we do just this.

With experts from business, the investor community and an environmental NGO, we discuss:

• Is your corporate culture supportive of your approach to risk management?
• How do you identify the key risks inherent in your business?
• How to keep your risk management dynamic and flexible - so you can respond effectively to unexpected crises?
• How to embed risk management in your board's decision-making processes: for instance, giving due consideration to risk when assessing mergers and acquisitions
• Proper consideration of reputational and environmental risk
• Improving safeguards against poor risk management
• How to manage systemic risk: Can we be proactive or do we need more regulation?
• Can we see the financial crisis as a failure of risk management?
• How to best disclose your risk management practices to your stakeholders

• F&C Asset Management, George Dallas, Head of Governance
• Microsoft, Chris Parker, Senior Director, Law and Corporate Affairs
• WWF, Oliver Greenfield, Head of Sustainable Business and Markets

Moderated by: EIRIS, Mairead Hancock, Head of Client Services

11.00 - 11.30 Coffee Break

11.30 - 13.00 Keynote Plenary Session

Non-executive directors: Time for a rethink?

“At Lehman Brothers, the board of directors included a Broadway producer, actress and an admiral ...That pretty much speaks for itself.”
Neil Minnow, The Corporate Library

“The effectiveness with which boards discharge their responsibilities determines Britain's competitive position... This is the essence of any system of good corporate governance.”
The Cadbury Report

The role of the non-executive director is fundamental to the successful operations of a board - and, by extension, a company.

In this session, we will investigate how to ensure your own NEDs are given appropriate support and information to perform their vital task. We will also look at the recruitment of NEDs, and determine whether ‘expanding the gene pool’ and appointing directors from outside your industry (as proposed by Higgs in his corporate governance review) is the best idea.

• Ensuring NEDs are provided with the information and training to do a good job
• Is it right to continue to appoint NEDs who have no serious experience in your particular industry?
• Defining the essential skill sets of a NED
• What is an ‘independent’ director?

• Standard Chartered, AnneMarie Durbin, Company Secretary
• Institute of Directors, Roger Barker, Head of Governance

Moderated by: London Centre for Corporate Governance and Ethics, Sue Konzelmann, Director

13.00 - 14.15 Lunch

14.15 - 15.00 Interactive Seminar

Employee engagement:

Corporate governance in the UK is often structured on a ‘three lines of defence’ model. One of the fundamental tenets of this system is the engagement of all employees, and in this session, we will be evaluating this ‘first line of defence’.

While engaging your entire staff with your risk management and corporate governance strategy is fundamental to success, how do you actually achieve it?

• Ensuring your risk management and corporate governance strategy works from the bottom up
• How to keep risk management fresh and relevant for your employees
• How to demonstrate the value of risk management processes to your people
• Remembering opportunity: Ensuring the positive doesn't get lost in all the risk spotting

• Alliance Boots, Richard Ellis, Head of CSR

Moderated by: IBE, Simon Webley, Research Director

15.00 - 15.30 Coffee Break

15.30 - 16.30 Interactive Seminar

Is the financial meltdown a crisis of accountability? Shareholder responsibilities and improved dialogue

“Companies need corporate governance policies that place the interests of their shareholders at the heart of their enterprise.”
Peter D Sutherland KCMG, Chairman, BP plc

With shareholder activism projected to grow in 2009, business will benefit from improved engagement with activist hedge funds, institutional shareholders and other groups that demand operational and strategic changes to improve corporate governance.

At the moment, UK plc does not have that engagement.

“It is still the case that less than 55% of shareholder votes are cast (on average) at company AGMs, which is not suggestive of an overwhelming degree of shareholder engagement.”
Dr Roger Barker, Institute of Directors report on Corporate Governance

This lack of dialogue puts business at risk, and makes a mockery of claims of good corporate governance.

A strong dialogue is essential to the UK model - how can you achieve it?

• Fostering a better dialogue with your shareholders
• Applying the IFC principles of engagement to your company
• Shareholders and the financial crisis: A crisis of ownership?
• Is the financial crisis a crisis of accountability - Did shareholders fail in their responsibilities?

• Hermes Equity Ownership Services, Colin Melvin, CEO
• The Co-Operative Asset Management, Abigail Herron, Corporate Governance Analyst

Moderated by: EIRIS, Stephanie Maier, Head of Research