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Past Events | 2011
November 22, 2010
KPMG
55 Second Street, 10th Floor
San Francisco, CA 94158
5:30pm Networking & Hors d’oeuvres
6:00pm Welcome & Introductions
6:30pm Program
7:30pm AdjournmentWhen the CEO Really Must Go
Description: It is often said that "the most important function of a board is to hire and fire the CEO." Yet the experience of many is that boards do a pretty good job on the hiring front and a not-so-good job on the "exit." This session will focus on the pitfalls of CEO changes and how to avoid them.
Speaker: Richard Moran - Rich is a San Francisco based venture capitalist, social scientist, best selling author and evangelist for organization effectiveness. He is best known for his series of humorous business books beginning with bestselling, Never Confuse a Memo with Reality and is credited with starting the genre of "Business Bullet Books".
Rich Moran’s work is derived from his observations in the venture world as a Partner at both Irish Technology Capital, [1] and Venrock, as a Partner at Accenture and a lifetime of trying to improve the effectiveness of organizations from the San Francisco waterfront to the executive aeries of global corporations. Business clients include News Corp, Hewlett Packard and Apple Computer. His work also draws from the public sector, where he has applied his organizational expertise as Chairman of the Board for: Golden Gate University, San Francisco; San Francisco Museum and Historical Society; and Project Open Hand, San Francisco.
Moran was the former Chairman of Portal Software, now part of Oracle, and has served on the Boards of Glu Mobile Games, TurnHere, Crossloop, r4gs and Winery Exchange Her serves currently on the boards of Integreon[5]Mechanics Bank, PerfectForms and FirstGiving
In addition, he serves as Vice Chair at Accretive Solutions, a global consulting firm. He serves also on the board of The Craig's List Foundation, The Council of the National Trust for Historic Preservation, is the Chair of the Audit Committee at the Noyce Foundation and serves on the National Board of Visitors at the Indiana University School of Education.
In the quest for improved outcomes, he often works with corporate boards to improve effectiveness and clarify roles. He serves on the Board of the Silicon Valley Chapter of the National Association of Corporate Directors.
Moderator: Lydia Beebe
Lydia is Corporate Secretary and Chief Governance Officer of Chevron Corporation, a position she assumed in 1995. She is past chairman of the Society of Corporate Secretaries and Governance Professionals and the Society’s Corporate Practices Committee, and has served on the board of directors of the Presidio Trust and the California Fair Employment and Housing Commission. Lydia currently serves on the governing boards of the National Judicial College, the Council of Institutional Investors, Kansas University Endowment Association and Kansas University Law Alumni. She was named Corporate Secretary of the Year in 2009 and every year since 1999, the San Francisco Business Times has named her one of “the most influential businesswomen in the Bay Area.”. She currently serves as the Chapter Secretary.
November 3, 2011
11:30 - Networking
12:00 - 2:00pm Program
Pillsbury Winthrop Shaw Pittman
Sacramento, CAPanelists:
David Nygren, President, Nygren Consulting
Linda Crompton, CEO, BoardSource
Boards Role in Strategy
Formulating a corporation strategy requires full collaboration between the board and management, but each has a unique role to play in the process. The current economic climate coupled with increasingly rigorous standards for board oversight make strategic processes and choices more consequential. The process, sequencing, and role of the board and leadership in strategic planning will be explored along with the issues that can sabotage an effective outcome
September 20, 2011
5:30pm Networking, Hors d'oeuvres & Refreshments
6:15pm Program
7:30pm Adjournment
Pillsbury Winthrop Shaw Pittman
50 Fremont Street
San Francisco, CA 94105
Say On Pay - Preparing for Year Two
Description: Please join Bob McCormick from Glass Lewis as he moderates a discussion with Dan Wetzel and Mike Esser from Pearl Meyer & Partners to discuss public companies; experiences in the first year under new Say on Pay requirements and provide guidance on how to apply those lessons to promote successful advisory votes in 2012.
Moderator: Bob McCormick, Chief Policy Officer, Glass Lewis
Bob manages the analysis and drafting of 18,000 Proxy Paper research reports on shareholder meetings of public companies in 80 countries. Bob was named one of the most influential people on corporate governance by Directorship magazine for the last three years. He is the Vice President, Programs for the Chapter.
Panelists: Mike Esser, Pearl Meyer & Partners
Mike has more than 20 years of consulting experience in compensation and benefits, specializing in executive and board compensation, compensation strategy, short - and long-term incentive plan design and competitive analysis. He has presented on issues related to compensation for the NASPP, the National Association of Corporate Directors and other forums.
Dan Wetzel, Pearl Meyer & Partners
Dan has more than 20 years consulting experience in the field of compensation and benefits, specializing in the area of executive compensation. He advises clients in the areas of executive and board compensation programs, effective incentives, reasonableness of compensation, and compensation plan design during acquisitions and IPO's.
August 24, 2011
8:00am – 10:00am
The Presidio Suite
Four Seasons Hotel
757 Market Street
San Francisco, CA 94103
Breakfast and Conversation with Ken Daly, President & CEO of NACD
The job of an outside director is more complex than it has ever been. We have invited Ken Daly to present his insights on “hot topics from the Hill” and recap NACD’s involvement in Washington DC as the voice of the director on corporate governance. Ken Daly will also report on NACD’s upcoming programs and educational materials. This breakfast will be an exclusive “Members Only” event. Be part of the inter-action with our organization’s CEO and help NACD identify emerging issues that are affecting your companies.
June 28, 2011
12:00pm – 2:00pm
California Chamber of Commerce
1215 K Street, Suite 1400
Sacramento, CA 95814
Enterprise Risk Management – What Board Members Should Know
Companies that succeed will be those that can manage risk, drive business performance, and achieve regulatory compliance in an environment in which these outcomes must be managed strategically and with agility. Two risk management experts will discuss how to improve risk intelligence, strengthen decision making, implementing appropriate policies or control procedures and improving your business strategy.
Moderator: John Roberts is the CEO of the Natomas Basin Conservancy which is tasked with promoting biological conservation along with economic development and agriculture in the 54,000 acre Natomas Basin. He currently serves on the board of SureWest Communications and previously served on Golden Gate University and Meta Information Systems board. John also serves the Chapter as a Vice President.
Panelists: Fiona Grandi, Partner KPMG
John Farrell, Lead Partner, Enterprise Risk Management Practice, KPMG San Francisco
Registration Fees: $50 members $65 nonmembers
Panelists Biographies: Fiona Grandi is a partner in KPMG’s Advisory practice in San Francisco. She has more than 15 years of process, risk and control experience with both public and private organizations, including Fortune 500 companies. Fiona serves as the lead Financial Services Advisory Partner for Northern California in Internal Audit, Risk and Compliance Services. She is also part of the National GRC and ERM team responsible for methodology, training and service deployment. Fiona’s tenure has included seven years in KPMG’s Audit practice before joining the Advisory practice. Fiona has served clients on both the East and West Coasts in the asset management, banking, private equity and insurance industries. Fiona sits on the Board of the Financial Women’s Association in San Francisco and a CPA.
John Farrell is a partner in KPMG’s Advisory practice in New York. He has more than 24 years of risk management and risk/control experience with Fortune 500 multinational clients and plays a global role in leading the Firm’s Enterprise Risk Management (ERM) methodology development and deployment efforts. John is the U.S. lead partner, ERM services and chairs the Firm’s Global ERM steering committee. John’s focus is assisting clients and Boards with architecting ERM programs to meet governance, regulatory and business requirements. John’s industry experience includes insurance, asset management, private equity, consumer markets. John is also the Business Unit Partner in Charge for the New York metro area and a CPA.
May 31, 2011
AAA Northern California, Nevada & Utah
Headquarters Offices
3055 Oak Road
Walnut Creek, CA 94597
Greenlight Conference Room ( 1st Flr. )
5:30pm – 7:30pm
Leveraging Governance Processes to Add Value to Family Businesses
Would you like to increase the effectiveness of your family business board? Join us at this informative program as we discuss ways that outside board members can help professionalize the family business, help board meetings run more smoothly and add a level of expertise to help guide the long term strategic vision of the business. Peter Johnson, Director of the University of the Pacific Institute for Family Business will be leading a discussion around the common questions, myths and opportunities surrounding outside board members in the family business.
Topics to be discussed include:
- The value of outside board members
- Reasons why and why not to add outside board members
- Selecting outside board members
- Questions for outside board members to ask the family
- Identifying expertise to add to the board
- Finding qualified board members
Presenter: Peter Johnson, University of the Pacific, Family Business Center
Peter is the Director of both the Westgate Center for Leadership and Management Development and the Institute for Family Business in the Eberhardt School of Business at the University of the Pacific. Johnson founded the Institute for Family Business in 1997.
As a consultant and speaker, he has worked with many organizations on a variety of topics including: customer service; leadership development; marketing; family business; board development; and strategic planning. Johnson received his MBA from the University of the Pacific and a BS in Management from San Diego State University.
Peter has served on numerous boards including: Child Abuse Prevention Council, The Greater Stockton Chamber of Commerce, Leadership Stockton Alumni Association, and recently the YMCA of San Joaquin board. In 2004, Johnson was elected to the Board of Education for Lodi Unified School District.
April 26, 2011
5:30pm – 7:30pm
Golden Gate University, San Francisco
Riley Conference Room
536 Mission Street OR 40 Jessie Street, 6th Floor (see NOTE below)
Golden Gate University (GGU)
San Francisco, CA 94105
NOTE: Go to 536 Mission St, which is the GGU building, walk through their lobby, exit the building, cross the walkway and enter the Jessie St. building or you can go directly to 40 Jessie Street.
Refreshing Boards
Overview:
With the ever increasing oversight and responsibilities of Board members, it is essential that Boards have the right mix of skills to serve their stakeholders. Having the right skill sets in the Board room is essential to a well-functioning corporation. But if a Board does not have the right skill sets, how do they go about getting them? How does a Board refresh itself and"vote someone off the island" when it needs to get some new members. Come hear from a panel of experts on "How best to Refresh a Board".Moderator:
Richard KoppesRichard is the former Deputy Executive Officer and General Counsel of the California Public Employees’ Retirement System (CalPERS). He is the founder, Past President, and current Administrative Officer of the National Association of Public Pension Attorneys (NAPPA) and serves on the boards of the National Association of Corporate Directors (NACD) and the Investor Responsibility Research Center (IRRC) Institute. He also serves as a Corporate Governance Fellow at the Rock Center for Corporate Governance at Stanford Law School. Mr. Koppes was a Director of Valeant Pharmaceuticals from 2002 to 2010, and Apria Healthcare from 1998 to 2008. He retired from the international law firm of Jones Day in December 2009 after 13 years of service. In 2007, NACD presented him with its lifetime achievement award for contributions to corporate governance—its highest honor.
Panelists:
G. Mason Morfit, CFA
Partner, ValueAct Capitol
Prior to joining ValueAct Capital in January 2001, Mr. Morfit worked in equity research for Credit Suisse First Boston. He supported the senior healthcare services analyst, covering fifteen companies in the managed care and physician services industries. Mr. Morfit is a director of Immucor, Inc. and Valeant Pharmaceuticals International and a former director of Advanced Medical Optics, Inc., MSD Performance, Inc. and Solexa, Inc. He has a B.A. from Princeton University, and is a CFA charterholder.
LEE HANSON
Vice Chairman, San Francisco and New York offices, Heidrick & Struggles
Lee is a senior member of the Global Financial Services Practice and CEO/Board of Directors practice, specializing the private equity, investment banking, asset management, and hedge fund industries. She also manages the firms most high profile General Counsel assignments.
Prior to joining Heidrick & Struggles in 1995, Ms. Hanson was a Director in the Investment Banking Division of Merrill Lynch & Co. She was a Trustee at the Head-Royce School in Oakland, California for nine years, where she served as Chair of its Board for two years. Ms. Hanson is a member of the Board of Directors of Analysis Group, Inc., and is a former Vice President of the Board of the Financial Women's Association of San Francisco.
Peter R. Gleason
Peter Gleason is Managing Director & Chief Financial Officer of NACD and serves as Treasurer for the NACD Board of Directors.
He also leads NACD's research group that engages in substantive research projects focused primarily on helping establish and refine leading practices to enhance board performance. Peter serves as a member of NACD's national faculty presenting on a variety of subjects related to board governance, and is regularly quoted in the national media. He is currently a member of the Business Advisory Board of Nura Life Sciences, LLC and was formerly a Director of The Patriot Fund and the Executive Advisory Panel of the Open Compliance & Ethics Group (OCEG).
March 2, 2011
UMPQUA Bank, Napa
1500 Soscol Avenue
Napa, CA 94559
5:30pm – 6:15pm Reception & Networking
6:15pm – 7:30pm Program
Topic: Driving to Future Success: The Role of the Outside Director in Family Business Governance
Lead Directors: Craig Stone, Peter Wiley
Overview: Family businesses account for 50 per cent of the gross domestic product, sixty per cent of US employment, and 78 per cent of new jobs created in the US. Thirty-five per cent of the Fortune 500 companies are family-owned. But only a third of family businesses successfully navigate the transition from first to second generation. This program explores the role of the outside director in providing independent oversight, shaping corporate strategy, and in contributing to the success of the family enterprise.
Moderator: Peter Johnson
Peter is the Director of both the Westgate Center for Leadership and Management Development and the Institute for Family Business in the Eberhardt School of Business at the University of the Pacific. Johnson founded the Institute for Family Business in 1997.His prior positions include Executive Vice President of Marketing and Sales for a national financial services firm, Executive Director of The Business Incubator, and founder and owner of several businesses in California.
As a consultant and speaker, he has worked with many organizations on a variety of topics including: customer service; leadership development; marketing; family business; board development; and strategic planning.
Johnson received his MBA from the University of the Pacific and a BS in
Management from San Diego State University.
Johnson has served on numerous boards including: Child Abuse Prevention
Council, The Greater Stockton Chamber of Commerce, Leadership Stockton
Alumni Association, and recently the YMCA of San Joaquin board. In 2004,
Johnson was elected to the Board of Education for Lodi Unified School District.Panelists: Robert H. Smiley, PhD
Robert Smiley started his career at the Johnson Graduate School of Management, Cornell University as a professor of economics and policy. In 1989, he was appointed Dean of the UC Davis Graduate School of Management. In 2003, he left his deanship, but remained on the faculty as Professor of Management. In 2009 he retired his full time teaching position at the University. He remains as Director of Wine Industry Programs. Dr. Smiley has also served as a visiting professor of economics and management at Bocconi University in Milan, the University of Pisa, and Johns Hopkins University in Bologna, Italy.During his tenure as dean of the Graduate School of Management, UC Davis was ranked among the top twenty public MBA programs in the nation by Business Week, The Wall Street Journal, and U.S. News & World Report. Under his leadership, the school successfully launched the Working Professional MBA program, which now boasts 580 students, and the Business Partners program, which had more than eighty companies participating.
Dr. Smiley has done consulting work for a wide variety of public and private sector businesses. His clients included Unisys Corporation, IBM, General Motors, Shearson/Lehman American Express, U.S. Department of Energy, U.S. Department of the Interior, U.S. Small Business Administration, Attorney General of the State of California, McCaw Cellular Communications, Beringer Vinyards, and Stags Leap Wine Cellars. He is a member of the board of directors for Sacramento Commercial Bank and Placer Sierra Bank ( sold to Wells Fargo 6/07, no longer on Board ) , Calpine Containers Corporation, Cakebread Cellars, Vinperfect Inc., and Delicato Family Vineyards ( 2001 - 2007 ).
Denise Mazzucca, CPA
Director of Tax at Macias Gini & O'Connell LLPOver 36 years of experience providing tax services to businesses, individuals in the Sacramento region, including corporate tax planning and compliance, individual tax and financial planning and compliance, and tax representation before federal and state taxing authorities, as well as corporate succession planning and extensive experience in estate/trust planning and compliance Denise serves on the Board of a large family-owned corporation. She serves on the California State University, Sacramento Business Advisory Council. She is Past Chair of Sacramento Metropolitan Chamber of Commerce and Rotary Club of Sacramento Foundation. Denise serves on numerous community organizations and has been the recipient of several community honors and awards.
Caroline Bailey
Chairman, Gallo Family Council and President, Premier Growth, USACaroline’s (3rd generation) professional experience spans 18 years in her Family business with a career in public relations, corporate and brand communications, marketing and sales. She has lived and worked internationally and has served as the lead spokesperson for the Gallo Family. She has taught university level courses, lectured and conducted workshops for private and Fortune 500 companies.
She has provided leadership creating Family Unity and Governance opportunities in an effort to develop future Family Ambassadors while serving as Chairman of the Gallo Family Council. Other leadership positions include Executive Advisory Board President of Sonoma State’s Wine Business.
In recent years, she has successfully transitioned her career to Consulting and Coaching and Founded Premier Growth™, The Business of Family™, whose focus is bridging across generations in Family Enterprise.
Marlene Soiland
Marlene serves as president & owner of Soiland Management Co. Inc., a company that grew out of a family business started by her father. Soiland Management Co. manages approximately $10,000,000 in commercial and residential properties for related entities, as well as overseeing all financial and employee resource functions for Soiland Co. dba Stony Point Rock Quarry, Soils Plus and Grab N’ Grow Soil Products.Marlene currently serves on the UOP Institute for Family Business Advisory Council and board of Exchange Bank (Sonoma County). She previously served on the boards of Kunde Estate Winery & Vineyard and Mark West Union School District.
Marlene’s duties at Soiland Management include land acquisition, land use planning, design and construction of infrastructure improvement, property leasing and design and construction of new commercial buildings.
February 16, 2011
(Joint Meeting with Corporate Secretaries & Governance Professionals)
Morrison & Foerster LLP
34th Flr. Sunset Rm.
425 Market Street
San Francisco, CA 94105
5:30pm – 7:30pm
Topic: Investors, Directors and Management -- Bridging the Gap
With the advent of new shareholder rights as a result of rulemaking under Dodd-Frank and SEC, the need for robust engagement between shareholders and companies-both directors and management-has never been greater. Proponents of say-on-pay, one of the main corporate governance planks of Dodd-Frank, point to the goal of encouraging dialogue between shareholders. However, not every company and investors are prepared for such discussions.
We’ll hear from the various parties involved in this engagement process, a director, a corporate secretary and a major institutional investor. You will learn how companies - large and small - interact with their investors and what shareholders expectations are.
Moderator: Ken Bertsch, CEO and President of the Society of Corporate Secretaries and Governance Professionals
Panelists:
Robert Finocchio
“Robert is a corporate director, private investor, and part-time professor. He has overseen billions of dollars in business transactions. From 1997 to 1999 he served as President, CEO, and Chairman of Informix Corporation. He retired as Chairman of Informix in 2000. Prior to Informix, he spent 9 years at 3Com Corporation, most recently as President. He also served as President of ROLM Northern California for ten years. Finocchio serves on the boards of Altera Corporation, Echelon Corporation, Latitude Communications, Turnstone Systems, Upshot Corporation, PalmSource, and Redline Networks.
He is a trustee of Santa Clara University where he is also a Dean’s Executive Professor. He holds a BS from Santa Clara University and an MBA from Harvard Business School.”Lydia Beebe
Lydia is Corporate Secretary and Chief Governance Officer of Chevron Corporation, a position she assumed in 1995. She is past chairman of the Society of Corporate Secretaries and Governance Professionals and the Society’s Corporate Practices Committee, and has served on the board of directors of the Presidio Trust and the California Fair Employment and Housing Commission. Lydia currently serves on the governing boards of the National Judicial College, the Council of Institutional Investors, Kansas University Endowment Association and Kansas University Law Alumni. She was named Corporate Secretary of the Year in 2009 and every year since 1999, the San Francisco Business Times has named her one of “the most influential businesswomen in the Bay Area.” She currently serves as the Chapter Secretary.Ken A. Bertsch
Ken became CEO and President of the Society of Corporate Secretaries and Governance Professionals in December 2010.Mr. Bertsch previously was head of the corporate governance team at Morgan Stanley Investment Management (MSIM). He joined MSIM in this role in December 2006. As Executive Director for Corporate Governance, he has provided support for equity portfolio managers in New York, Houston, London, Singapore, Tokyo, Mumbai and other locations. Mr. Bertsch’s group also reviewed Frontier market companies for investment, and had certain other investment management compliance and administrative responsibilities.
From 2002 to 2006, Mr. Bertsch headed the corporate governance analytical team for fundamental ratings groups at Moody’s Investors Service.
From 1999 to 2002, Mr. Bertsch was Director, Corporate Governance, for Teachers Insurance and Annuity Association/College Retirement Equities Fund (TIAA-CREF).
Mr. Bertsch received a J.D. from Fordham University School of Law in 2004 and a B.A. from Williams College in 1978.
Anne Chapman
Anne T. Chapman is a Vice President of the Fund Business Management Group of Capital Research and Management Company (“CRMC”), which serves as the investment advisor to the American Funds group of mutual funds. She is responsible for overseeing proxy voting and governance policies for Capital World Investors, an investment division of CRMC. She works extensively with CRMC’s investment analysts on company-specific and broad-based governance and compensation issues. Anne has worked with the independent directors of the funds and investment professionals on governance issues since 1994.
Anne joined CRMC in 1989 as the legal assistant to the coordinator of Capital’s legal and compliance group.
Anne is a member of the Broadridge Independent Steering and Global Steering Committees, The Society of Corporate Secretaries and Governance Professionals and the Council of Institutional Investors.
January 18, 2011
Pillsbury Winthrop Shaw Pittman, San Francisco
5:30pm – 7:30pm
McKinsey World Market Report
WHAT HAPPENS NEXT?
Five crucibles of innovation that will shape the coming decade.
A year ago, in the wake of the global economic crisis, McKinsey undertook an effort to understand what would be the trends and forces shaping the coming decade.
The financial crisis can be best understood as an outcome of globalization, not an end to it - a comma, not a period, in a 40 year transition to a 21st century global economy. We can be certain that this new era will not evolve smoothly. And we can be sure future economic crises - quite likely, major ones - are inevitable. But, the forces driving the emergence of this new world - juggernaut population trends; truly global markets for goods, services, labor, and capital; and unceasing innovation - are profoundly powerful forces that will be nearly impossible to reverse. The biggest changes occur where the stress is biggest, where the heat is highest.Presenter:
Elizabeth Stephenson is a Principal in McKinsey & Company’s Strategy Practice, where she serves clients on long-term strategy and strategic growth topics. She co-founded and now helps lead McKinsey’s Global Forces service-line, McKinsey’s center focused on emerging future trends and scenarios. In this role, she has worked with a wide range of corporate and institutional clients, helping to evaluate the affect on both the opportunities and risks those clients are likely to face in the future.
Prior to joining McKinsey, Elizabeth was the co-author of RealAge: Are You As Young As You Can Be?, a consumer health book that went on to become both a number one New York Times bestseller.
Elizabeth holds a B.A. magna cum laude from Yale in cultural anthropology, where she was the winner of the Edward Sapir Prize, and an M.A. in European history from Columbia. She is a former Fulbright scholar and Mellon fellow.
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