West Coast Governance Exchange

West Coast Corporate Governance Exchange

Hosted by Illawong Group

In association with Orrick LLP, AST Phoenix and Diligent Board Services

Join leading industry experts and a community of senior-level in-house governance professionals to discuss the most important issues affecting public company directors and executives. This highly interactive format brings together corporate secretaries, general counsels, institutional investors and highly respected corporate advisors in a day of discussions, networking and peer exchange.

Date: April 2, 2014


Topic 1: Confidential voting, universal ballots, distribution of interim voting results and shareholder activism

Interacting with shareholders might be about to get more complicated. Some activist shareholders are attempting to prevent company management from having access to up-to-date interim vote results in the lead up to annual meetings. A dozen companies are being targeted with proposals this year.

Serious concerns exist about the impact of such proposals including making it more difficult for companies to win close votes and impeding investor engagement efforts. Solutions and preventative measures do exists including those undertaken by Verizon Communications.

In addition, the concepts of a universal ballot and vote splitting are gaining traction. At least one major company has used a single ballot for dissident and management slates. Could this be a sign of the times?

Thought Leaders:

David Bobker, Senior Vice President, AST Phoenix Advisors

Yumi Narita, VP of Corporate Governance, Blackrock

Simona Katcher, Senior Corporate Counsel, Symantec


Topic 2: Trends in executive and director compensation design and disclosure

Compensation is rapidly becoming the centerpiece for corporate governance and a flashpoint for activist investors. We will examine emerging standards in realized versus realizable pay, peer assessment and the importance of risk reviews. Getting the design right must be supported by intelligent disclosures.

A developing area of controversy in director pay is hedge funds and other dissidents paying board members additional payments for supporting activist objectives. The practice has the potential to create conflicts on the board and companies are rushing to adopt by-law changes to prevent such payments. Proxy advisory firms are latching onto the 26 companies that have filed changes to date.

Thought Leaders:

Brendan Sheehan, Senior Partner, Global Governance Advisors

Robert Lamm, Chair of SCSGP Securities Law Committee and Principal Robert B Lamm P.A.

Jon Ocker, Chair of Compensation and Benefits Group, Orrick LLC


Topic 3: The role of the GC and corporate secretary in cyber security and data governance

Target Corp’s exposure of 70 million customer’s credit card information has refocused the attention on data security. Long regarded “merely an IT issue” data security is rapidly becoming a serious investor relations issue. Boards of directors are starting to take notice as many states alter regulatory rules surrounding cyber security and courts hand out ever increasing penalties for failure.

Can existing board technology be used to improve oversight of cyber security efforts and help directors work with management to prevent attacks?

Thought Leaders:

Michael Thompson, Regional Director, Diligent Board Services

Dan Siciliano, Associate Dean, Stanford Law School


Topic 4: Corporate lawyers as board members. What value do they bring and how do they get there?

The influence of senior corporate counsel in the boardroom has increased in recent years and in many cases the general counsel is viewed as an important strategic advisor to the board. This, in turn, is resulting in an increasing number of corporate lawyers joining public company boards.

At least one prominent study suggests the boards with lawyers are more effective, have better shareholder returns and more sophisticated CEO compensation levels.

What value does the office of the general counsel offer to the board of directors and how do corporate lawyers with directorship aspirations land themselves a board seat?


Please RSVP to Brendan@illawonggroup.com by Friday, March 28, 2014.


Toronto Corporate Governance Exchange

Join me in Toronto on April 9th, 2014 for the leading corporate governance exchange in Canada.

The forum, sponsored in partnership with the Toronto Stock Exchange, the Canadian Society of Corporate Secretaries, and industry leaders GGA, Diligent Board Services and Laurel Hill, also features GGA’s Managing Partner for Central and Eastern Canada Paul Gryglewicz as a key thought leader.

With its unique and highly interactive format, The Toronto Governance Exchange brings together a select group of industry experts and senior level governance professionals to advance the dialogue on the most important issues facing public issuer company directors and executives.

Toronto Corporate Governance Exchange Flyer-2

GGA comments on Flaherty’s earning opitions in the private sector

Ever wondered what a government Finance Minister can make after leaving office? Well in the following article that initially appeared in the Financial Post my friend and colleague at GGA Paul Gryglewicz looks at the earning potential of Jim Flaherty, Canada’s former number 1 money man.

Whatever he chooses it looks like Jim is going to do OK. And who says public service doesn’t pay? If he was in the US he would make even more. Later this year I’ll be releasing my report on former public officials now serving on boards and what they make.

The shifting sands of US compensation practices

February 20, 2014 Leave a comment

Setting, managing and communicating executive pay has never been more sensitive. Thanks to a slew of regulatory changes, shareholders have greater access to corporate pay information than ever before. With great transparency comes significant challenges – legal, financial and strategic.

Click on the PDF link below to read the rest of this article which I originally published in Governance Directions, the official publication of the Governance Institute of Australia.


How the Human Resources Officer creates corporate value

February 6, 2014 Leave a comment

Check out this newly released book. Les Dakens’ The Real Deal on People: Straight Talk on How the CHRO Creates Business Value

In this invaluable resource, Les Dakens, former Senior Vice President and Chief Human Resources Officer for Maple Leaf Foods Inc., has followed up on the success of his game changing HR text Switchpoints: Culture Change on the Fast Track to Business Success. In The Real Deal on People, Les shares his wealth of knowledge on the attributes of a great CHRO and guides the reader through how to implement C-suite strategies for long term business success.

GGA’s Vice Chair Luis Navas is a featured contributor with a key chapter: Working With The Compensation Consultant. Here, Navas provides an essential, comprehensive overview of the state of the art – and philosophy – of executive compensation design.

Click here to read more about the book and what others have to say about The Real Deal on People.

In addition, click here to read the introductory chapter. It is definitely worth the read if you are interested in human capital and how it can contribute to long-term value creation

West Coast Corporate Governance Exchange

West Coast Corporate Governance Exchange

Hosted by The Illawong Group in association with Orrick, Herrington & Sutcliffe LLP

Join leading industry experts and a community of senior-level in-house governance professionals to discuss the most important issues effecting public company directors and executives. This highly interactive format brings together corporate secretaries, general counsels, institutional investors and highly respected corporate advisors in a day of discussions, networking and peer exchange.

Date: April 4, 2013
8:30am to 1:00pm

The Orrick Building
405 Howard Street
San Francisco, CA 94105

Topic 1: Shareholder derivative suits and enjoining companies from say on pay and stock plan votes

An emerging trend in shareholder litigation is the filing of class action lawsuits against companies seeking to enjoin the say on pay votes. These suits allege the issuer has provided insufficient or misleading proxy disclosures.

Plaintiffs’ lawyers have achieved some success and are expanding the range of companies they are targeting with this litigation. This panel will address the arguments presented by plaintiffs and examine strategies used by companies in successfully defeating the suits. Panelists will highlight red flags and discuss the how to prepare proxy disclosures to minimize the likelihood of derivative action.

Thought Leaders:
Simona Katcher, Senior Corporate Counsel, Symantec
Kevin Muck, Partner and Chair of Securities Litigation, Fenwick & West
Robert Daines, Pritzker Professor of Law and Business, Stanford University

Topic 2: Risks and opportunities of board collaboration technology

The shift from paper to paperless in the corporate world has opened the door to many possibilities. The digital boardroom is quickly becoming a reality but there are many real and present risks and opportunities beyond the simple board book. This panel will assess how technology can be used to coordinate communication between directors and the senior leadership team, opportunities and pitfalls of expanded technology use throughout the organization and the boards role in managing cyber security risks.

Thought Leaders:
Joe Ruck, CEO, BoardVantage

Topic 3: Best practices for compensation committees

Best practice for compensation committees, like other aspects of corporate governance, is evolving. Leading experts will examine director duties and responsibilities, compensation and risk management programs, disclosure issues and liabilities, shareholder relations (including shareholder communications and proxy proposals), responding to advisory firms, committee charters, codes of conduct, governance guidelines, education of the compensation committee, and the latest governance requirements of local and international exchanges, including NYSE and NASDAQ.

Thought Leaders:

Jon Ocker, Chair of Compensation and Benefits Group, Orrick LLC
Brendan Sheehan, Principal and Founder, The Illawong Group

Topic 4: The active investor – an in-the-moment look at hot button shareholder issues

With shareholder meeting season in full swing, we examine the topics that are motivating institutions, activists, and advisors. This will include the implications of vote outcomes at recent high-profile annual meetings such as Walt Disney Co.

In addition to analyzing breaking investor attitudes, this session will also discuss best practices in evaluating board composition, director skills and experience and overall governance practices. There will be a strong focus on the importance of effective communication and shareholder engagement.

Thought Leaders:

Kris Veaco – Founder and Principal, Veaco Group
David Bobker – Senior Vice President, Phoenix Advisory Partners

Stuart Levine and Associates boosts governance practice through partnership with Brendan Sheehan of Illawong Group

November 8, 2012 Leave a comment

Stuart Levine & Associates

Address: 100 Jericho Quadrangle, Suite 111
City: Jericho, NY, 11753
Phone: 516-465-0800
Website: http://www.stuartlevine.com


Stuart Levine & Associates Partners With Brendan Sheehan, President of Illawong Group To Provide Expanded Corporate Governance  Solutions to Their Strategic Planning and Leadership Development Programs

New York, New York (November 8, 2012)—Stuart Levine & Associates is pleased to announce its partnership with Brendan Sheehan of the Illawong Group as part of its commitment to expand the firm’s governance solutions. The combination brings effective and practical solutions to public and private companies of all sizes in a complicated and rapidly changing business environment.

Under the terms of the agreement, Brendan Sheehan will be an independent senior consultant with a specific focus on public and private company governance, board operations, shareholder democracy, and investor activism. In concert with Levin’s outstanding strategic consulting services this move will provide clients with even greater insight and guidance and help them identify efficiencies and improve long-term profitability.

About Stuart Levine & Associates

Founded in 1996, Stuart Levine & Associates is nationally recognized for its work with many Fortune 500 companies as well as innovative entrepreneurial and mid-sized organizations, specializing in Proprietary Strategic Business Planning™ and implementation, organization transition management including governance and succession planning, senior executive consultation and training linked to strategic goals. Outcomes are ensured by linking board metrics throughout the organization. Industry expertise includes financial services, credit unions, telecom, healthcare, professional services, government and many others.

About Illawong Group

Illawong group is a professional firm that provides a range of services designed to bring you closer to your audience and customers. With decades of experience spanning capital markets, governance, finance, and media, we get to the core of your needs and will work with you to effectively tell your story.

For more information please contact:

Name: Brendan Sheehan
Address: PO Box 3861
City: New York, NY, 10163
Phone: 917-365-0625
Email: Brendan@illawonggroup.com

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