Agenda...

June 3 — Day One

7:15 Registration

7:45 - 8:45 Breakfast & Book Signing with Bob Woodward
Join Bob Woodward for brief opening remarks, Q&A and book signing

8:45 Keynote: Bob Woodward

9:45 Q&A

10:00 Institutional Investors as Corporate Change Agents
Pension funds have increasingly embraced a more activist role in managing their portfolio investments. Through providing the leadership and resources needed to advance corporate governance practices, pension funds are helping to shape the next wave of stakeholders seeking to foster long term value. In this session, we address:

Shifts in constituent sentiment on activism over the last 10-15 years
Pension funds as activists—continuity, long-term value and the change process
Examples of activism unfolding from the financial crisis

Moderator: Laurence D. King, Partner, Kaplan Fox

Panelists:

Vineeta Anand, Chief Research Analyst, AFL-CIO
Michael Garland, Director of Value Strategy, CTW Investment Group
John Keenan, Corporate Governance Analyst, Capital Strategies AFSCME
Stephen L. Brown, Director & Associate General Counsel,
Corporate Governance, TIAA-CREF
Scott Zdrazil, Director of Corporate Governance, Amalgamated Bank, Long View Funds

11:15 Refreshment Break

11:30 Navigating the Lead Plaintiff Process
Institutional investors are the very investors that Congress has stated should take the lead in securities class actions. As a result most public pension funds have the ability to achieve corporate accountability and governance changes through the litigation process. However, there are often many obstacles to public pension funds in first deciding to engage in the securities litigation process. Some of the obstacles and issues for consideration are:

Does a public pension fund have a fiduciary duty to institute a securities litigation policy?
When and how should a fund decide to take action?
How does a fund balance the funds resources with the potential recovery in litigation?
What are the characteristics and guidelines for choosing the right case?
What impact does the presiding judge have on the fund’s ability to successfully effect change?

Moderator: Donald R. Hall, Partner, Kaplan Fox

Panelists:

George W. Neville, Special Assistant Attorney General, State of Mississippi
William J. Kelley, Jr., General Counsel, Retirement Systems of Alabama
Inga Van Eysden, Chief of the Pensions Division, New York City Department of Law

12:00 Comparative Activism: Scandinavian/Nordic Best Practices in SRI/Corporate Governance
Scandinavia/The Nordic Region has led the charge in corporate governance practices. Designed to create long term value through fostering shared understanding between relevant stakeholders, corporate governance innovations have helped maintain an attractive and competitive Nordic market with companies that deserve the public’s trust. In this session, we address:

Best practices from the Scandinavian/Nordic Region
How this Region has responded to the 2007 Crisis
How the Region addresses governance challenges for US equities

Moderator: Christopher P. Skroupa, Director of Marketing, Kaplan Fox

Panelists:

Tord Carnlof, Senior Advisor, Ethix Advisors
Ossian Ekdahl, Head of Communication and ESG, First Swedish National Pension Fund (AP1)
Peter Skjødt, Executive Director, Economic Affairs, Danish Insurance Association
James P. Hawley
Professor, School of Economics Business Administration
Director, Elfenworks Center for the Study of Fiduciary Capitalism, Saint Mary's College of California

1:00 Lunch

2:15 Threat Level Orange: Underfunded Pension Plans and Response Scenarios
Volatile market conditions create significant challenges for defined benefit plans, in particular for maintaining targeted funding levels. As the event of 2007-2008 continues to move through the system, how will it affect defined benefit plans? In this session, we share constructive ideas and solutions on how to prepare for and successfully employ response scenarios to funding level challenges, including:

Assessment of fund liabilities against investment performance
Funding challenges in 2003 vs. today-a comparative response plan
Impact of potential GASB changes on funded position and costs
Short-term v. long-term outlook for liabilities and investment risks

Moderator: Frederic S. Fox, Partner, Kaplan Fox

Panelists:

William B. Fornia, Senior VP, Aon Consulting
Kelly L. Schmidt, Treasurer, State of North Dakota
Ruth Ryerson, Executive, Director/CIO, Fort Worth Employees’ Retirement Fund
Kil Huh, Director of Research, Pew Center on the States
Douglas A. Love, Chairman, Investment Policy Committee,
New Jersey Investment Council

3:30 Special Report: After the Storm — What to Expect from Publicly Traded Companies
In this post crisis climate—both economic and political—investors are calling for change in how publicly traded companies disclose information and interact with shareholders. New regulatory reforms and proposed legislative mandates are addressing corporate governance elements that helped shape the events of 2007 forward. In this session, we discuss findings and recommendations from The Conference Board’s newly launched Shareholder Activism Report and its counterpart, the Activism Resource Portal.

Presenter: Damien J. Park, Managing Partner, Hedge Fund Solutions and Co-chairman of The Conference Board’s Expert Committee on Shareholder Activism

3:45 Refreshment Break

4:00 Hedge Fund Activism: Lessons on Activism for Today’s Emerging Activist
The climate for activism has changed in recent years as we have examined the causes and effects from 2007. In many respects, hedge fund activists have trail blazed against many of the issues other investor activists now address and have built a significant portal of institutional knowledge on best practices and successful strategies. In this session, we share:

What is activism today and how is it different from past practice?
Views on successful activism—various forms and end results
How activist hedge funds have functioned as change agents to improve corporate governance practices
Activism unfolding

Moderator: Jaeson Dubrovay, CPA, CAIA, Partner, Advisory Aksia LLC

Panelists:

Bill Ackman, Founder & Managing Partner, Pershing Square Capital Management, LP
Dennis Johnson
Andrew Shapiro, President, Lawndale Capital Management
Thomas Kirchner, President & Portfolio Manager, Pennsylvania Avenue Funds
Jared L. Landaw, COO & General Counsel, Barington Capital Group
Brian L. Schorr, Chief Legal Officer, Trian Fund Management

5:15 Reshaping Corporate Boards: Proxy Fights, Board Recruitment and Governance
Governance reforms are materially reshaping how boards of directors are structured, how they make decisions, how they relate to stakeholders and how they fundamentally assess and manage risk. In this session, we address:

What proxy fights are telling us about specific board reform measures
Managing risk, director compensation and the new rules
Challenges in recruiting and dealing with corporate boards, lead directors and independent chairman
How to service a dissident slate

Moderator: Hae Sung Nam, Partner, Kaplan Fox

Panelists:

Greg Kinczewski, Vice President/General Counsel, Marco Consulting
Timothy E. Brog, Managing Director, Locksmith Capital Management
Jody Olson, Chairman, State of Idaho Retirement Board
Gregory P. Taxin, Co-founder & Managing Director, Spotlight Capital
Pat McGurn, Special Counsel, RiskMetrics

6:30 Closing Remarks

6:35 Cocktail Reception

June 4 — Day Two

7:30 Breakfast

8:30 Opening Remarks

8:35 Policing Wall Street From Afar: The Role of State Attorneys General
The lack of effective corporate governance principles often leads to mismanagement or fraud in publicly traded companies. In many respects, the State’s ability to prosecute corporations falls within the realm of powers given to the State’s Attorney General. As an Attorney General, these duties not only aim to protect individual citizens but also statewide public pension funds. This session addresses:

The balance between state and federal regulations
Attorneys General as counsel to statewide public pension funds
Recent actions by Attorneys General resulting in recoveries for shareholders

Moderator: Robert N. Kaplan, Partner, Kaplan Fox

Panelists:

Jim Hood, Attorney General, State of Mississippi
Greg Zoeller, Attorney General, State of Indiana
Richard Cordray, Attorney General, State of Ohio

9:20 Poison Pill: Good or Bad?
Keynote Address: Mario Gabelli
CFA, Chairman and Chief Investment Officer, GAMCO Investors Inc.

Why do money managers act as surrogate owners of the enterprise?
How and when should they act as owners?
Does fundamental research help them become better owners?

10:20 Refreshment Break

10:40 Shareholder Activism in Europe: The Infineon Proxy Fight
The recent shareholder revolt against Infineon's chairman-designate highlights the engagement experience and skills necessary to identify and nominate a suitable dissident candidate. It also demonstrates what is necessary to overcome technical difficulties that result from the ownership in the run up of the AGM so as to affect positive change. For foreign shareholders with the requisite engagement experience and skills to undertake such an escalated engagement, it is also of greatest importance to consider and address the regulatory concern of concert party action. In this session, we address:

How and when to escalate engagements with companies and run a proxy battle
Strategic, tactical and technical considerations in the Infineon proxy battle
How to attract support from other shareholders without creating concert parties
The outcome of the Infineon proxy battle and implications for future engagements

Moderator: W. Mark McNair, Of Counsel, Kaplan Fox
Panelists:

Hans-Christoph Hirt, Director, Hermes Equity Ownership
Cas Sydorowitz, CEO, Corporate Advisory, Georgeson

11:25 Redefining Corporate Governance and Fiduciary Duty: New Roles for Boards, Managers and Shareholders
One significant outcome from the global crisis is a dialogue on how expectations are changing for boards, managers and shareholders. Moving beyond the blame game, boards, managers and shareholders all share responsibility in creating a framework needed to foster long term value. The emergence of a new set of terms for corporate governance and fiduciary duty is the first step in building a platform for the future. In this session, we explore:

Transparency and accountability—proposed new requirements for publicly traded companies and how they will impact risk management
The new definition of “fiduciary duty” and how it will alter engagements and resolutions between boards and shareholders
How will institutional investors step into the role of shareholder advocate?

Moderator: Joel B. Strauss, Partner, Kaplan Fox
Panelists:

Tracey C. Rembert, Sustainability Analyst and Governance Advocate, Pax World Management LLC
Carol Nolan Drake, JD, Chief External Affairs Officer, Ohio Public Employees Retirement System
Ric Marshall, Chief Analyst, The Corporate Library
Michael Underhill, Chief Investment Officer, Capital Innovations, LLC

12:10 The Unlikely Activist: Indiana v. Chrysler Case Study
Last spring the Indiana State Treasurer—as fiduciary for the public pension systems—challenged Chrysler and the federal government’s actions in changing the status of secured creditors. By doing so, he raised the question of market integrity, investor confidence in our system and the ability to rely on the rule of law in bankruptcy proceedings. In this session, we discuss the actions of Chrysler, the response from the US Courts and the impact this action may have on secured creditors in future bankruptcy proceedings:

The actions of Chrysler and its impact on Indiana public funds
The call to activism—fiduciary duty and rule of law considerations
New developments, recent actions, resolutions
Market impact of this new precedent

Presenter: Richard Mourdock, Treasurer, State of Indiana

1:10 Summit Concludes


	Summit Home Keynote & Speakers Program Agenda Venue & Registration June 3 — Day One June 4 — Day Two Agenda... June 3 — Day One 7:15 Registration 7:45 - 8:45 Breakfast & Book Signing with Bob Woodward Join Bob Woodward for brief opening remarks, Q&A and book signing 8:45 Keynote: Bob Woodward 9:45 Q&A 10:00 Institutional Investors as Corporate Change Agents Pension funds have increasingly embraced a more activist role in managing their portfolio investments. Through providing the leadership and resources needed to advance corporate governance practices, pension funds are helping to shape the next wave of stakeholders seeking to foster long term value. In this session, we address: Shifts in constituent sentiment on activism over the last 10-15 years Pension funds as activists—continuity, long-term value and the change process Examples of activism unfolding from the financial crisis Moderator: Laurence D. King, Partner, Kaplan Fox Panelists: Vineeta Anand, Chief Research Analyst, AFL-CIO Michael Garland, Director of Value Strategy, CTW Investment Group John Keenan, Corporate Governance Analyst, Capital Strategies AFSCME Stephen L. Brown, Director & Associate General Counsel, Corporate Governance, TIAA-CREF Scott Zdrazil, Director of Corporate Governance, Amalgamated Bank, Long View Funds 11:15 Refreshment Break 11:30 Navigating the Lead Plaintiff Process Institutional investors are the very investors that Congress has stated should take the lead in securities class actions. As a result most public pension funds have the ability to achieve corporate accountability and governance changes through the litigation process. However, there are often many obstacles to public pension funds in first deciding to engage in the securities litigation process. Some of the obstacles and issues for consideration are: Does a public pension fund have a fiduciary duty to institute a securities litigation policy? When and how should a fund decide to take action? How does a fund balance the funds resources with the potential recovery in litigation? What are the characteristics and guidelines for choosing the right case? What impact does the presiding judge have on the fund’s ability to successfully effect change? Moderator: Donald R. Hall, Partner, Kaplan Fox Panelists: George W. Neville, Special Assistant Attorney General, State of Mississippi William J. Kelley, Jr., General Counsel, Retirement Systems of Alabama Inga Van Eysden, Chief of the Pensions Division, New York City Department of Law 12:00 Comparative Activism: Scandinavian/Nordic Best Practices in SRI/Corporate Governance Scandinavia/The Nordic Region has led the charge in corporate governance practices. Designed to create long term value through fostering shared understanding between relevant stakeholders, corporate governance innovations have helped maintain an attractive and competitive Nordic market with companies that deserve the public’s trust. In this session, we address: Best practices from the Scandinavian/Nordic Region How this Region has responded to the 2007 Crisis How the Region addresses governance challenges for US equities Moderator: Christopher P. Skroupa, Director of Marketing, Kaplan Fox Panelists: Tord Carnlof, Senior Advisor, Ethix Advisors Ossian Ekdahl, Head of Communication and ESG, First Swedish National Pension Fund (AP1) Peter Skjødt, Executive Director, Economic Affairs, Danish Insurance Association James P. Hawley Professor, School of Economics Business Administration Director, Elfenworks Center for the Study of Fiduciary Capitalism, Saint Mary's College of California 1:00 Lunch 2:15 Threat Level Orange: Underfunded Pension Plans and Response Scenarios Volatile market conditions create significant challenges for defined benefit plans, in particular for maintaining targeted funding levels. As the event of 2007-2008 continues to move through the system, how will it affect defined benefit plans? In this session, we share constructive ideas and solutions on how to prepare for and successfully employ response scenarios to funding level challenges, including: Assessment of fund liabilities against investment performance Funding challenges in 2003 vs. today-a comparative response plan Impact of potential GASB changes on funded position and costs Short-term v. long-term outlook for liabilities and investment risks Moderator: Frederic S. Fox, Partner, Kaplan Fox Panelists: William B. Fornia, Senior VP, Aon Consulting Kelly L. Schmidt, Treasurer, State of North Dakota Ruth Ryerson, Executive, Director/CIO, Fort Worth Employees’ Retirement Fund Kil Huh, Director of Research, Pew Center on the States Douglas A. Love, Chairman, Investment Policy Committee, New Jersey Investment Council 3:30 Special Report: After the Storm — What to Expect from Publicly Traded Companies In this post crisis climate—both economic and political—investors are calling for change in how publicly traded companies disclose information and interact with shareholders. New regulatory reforms and proposed legislative mandates are addressing corporate governance elements that helped shape the events of 2007 forward. In this session, we discuss findings and recommendations from The Conference Board’s newly launched Shareholder Activism Report and its counterpart, the Activism Resource Portal. Presenter: Damien J. Park, Managing Partner, Hedge Fund Solutions and Co-chairman of The Conference Board’s Expert Committee on Shareholder Activism 3:45 Refreshment Break 4:00 Hedge Fund Activism: Lessons on Activism for Today’s Emerging Activist The climate for activism has changed in recent years as we have examined the causes and effects from 2007. In many respects, hedge fund activists have trail blazed against many of the issues other investor activists now address and have built a significant portal of institutional knowledge on best practices and successful strategies. In this session, we share: What is activism today and how is it different from past practice? Views on successful activism—various forms and end results How activist hedge funds have functioned as change agents to improve corporate governance practices Activism unfolding Moderator: Jaeson Dubrovay, CPA, CAIA, Partner, Advisory Aksia LLC Panelists: Bill Ackman, Founder & Managing Partner, Pershing Square Capital Management, LP Dennis Johnson Andrew Shapiro, President, Lawndale Capital Management Thomas Kirchner, President & Portfolio Manager, Pennsylvania Avenue Funds Jared L. Landaw, COO & General Counsel, Barington Capital Group Brian L. Schorr, Chief Legal Officer, Trian Fund Management 5:15 Reshaping Corporate Boards: Proxy Fights, Board Recruitment and Governance Governance reforms are materially reshaping how boards of directors are structured, how they make decisions, how they relate to stakeholders and how they fundamentally assess and manage risk. In this session, we address: What proxy fights are telling us about specific board reform measures Managing risk, director compensation and the new rules Challenges in recruiting and dealing with corporate boards, lead directors and independent chairman How to service a dissident slate Moderator: Hae Sung Nam, Partner, Kaplan Fox Panelists: Greg Kinczewski, Vice President/General Counsel, Marco Consulting Timothy E. Brog, Managing Director, Locksmith Capital Management Jody Olson, Chairman, State of Idaho Retirement Board Gregory P. Taxin, Co-founder & Managing Director, Spotlight Capital Pat McGurn, Special Counsel, RiskMetrics 6:30 Closing Remarks 6:35 Cocktail Reception June 4 — Day Two 7:30 Breakfast 8:30 Opening Remarks 8:35 Policing Wall Street From Afar: The Role of State Attorneys General The lack of effective corporate governance principles often leads to mismanagement or fraud in publicly traded companies. In many respects, the State’s ability to prosecute corporations falls within the realm of powers given to the State’s Attorney General. As an Attorney General, these duties not only aim to protect individual citizens but also statewide public pension funds. This session addresses: The balance between state and federal regulations Attorneys General as counsel to statewide public pension funds Recent actions by Attorneys General resulting in recoveries for shareholders Moderator: Robert N. Kaplan, Partner, Kaplan Fox Panelists: Jim Hood, Attorney General, State of Mississippi Greg Zoeller, Attorney General, State of Indiana Richard Cordray, Attorney General, State of Ohio 9:20 Poison Pill: Good or Bad? Keynote Address: Mario Gabelli CFA, Chairman and Chief Investment Officer, GAMCO Investors Inc. Why do money managers act as surrogate owners of the enterprise? How and when should they act as owners? Does fundamental research help them become better owners? 10:20 Refreshment Break 10:40 Shareholder Activism in Europe: The Infineon Proxy Fight The recent shareholder revolt against Infineon's chairman-designate highlights the engagement experience and skills necessary to identify and nominate a suitable dissident candidate. It also demonstrates what is necessary to overcome technical difficulties that result from the ownership in the run up of the AGM so as to affect positive change. For foreign shareholders with the requisite engagement experience and skills to undertake such an escalated engagement, it is also of greatest importance to consider and address the regulatory concern of concert party action. In this session, we address: How and when to escalate engagements with companies and run a proxy battle Strategic, tactical and technical considerations in the Infineon proxy battle How to attract support from other shareholders without creating concert parties The outcome of the Infineon proxy battle and implications for future engagements Moderator: W. Mark McNair, Of Counsel, Kaplan Fox Panelists: Hans-Christoph Hirt, Director, Hermes Equity Ownership Cas Sydorowitz, CEO, Corporate Advisory, Georgeson 11:25 Redefining Corporate Governance and Fiduciary Duty: New Roles for Boards, Managers and Shareholders One significant outcome from the global crisis is a dialogue on how expectations are changing for boards, managers and shareholders. Moving beyond the blame game, boards, managers and shareholders all share responsibility in creating a framework needed to foster long term value. The emergence of a new set of terms for corporate governance and fiduciary duty is the first step in building a platform for the future. In this session, we explore: Transparency and accountability—proposed new requirements for publicly traded companies and how they will impact risk management The new definition of “fiduciary duty” and how it will alter engagements and resolutions between boards and shareholders How will institutional investors step into the role of shareholder advocate? Moderator: Joel B. Strauss, Partner, Kaplan Fox Panelists: Tracey C. Rembert, Sustainability Analyst and Governance Advocate, Pax World Management LLC Carol Nolan Drake, JD, Chief External Affairs Officer, Ohio Public Employees Retirement System Ric Marshall, Chief Analyst, The Corporate Library Michael Underhill, Chief Investment Officer, Capital Innovations, LLC 12:10 The Unlikely Activist: Indiana v. Chrysler Case Study Last spring the Indiana State Treasurer—as fiduciary for the public pension systems—challenged Chrysler and the federal government’s actions in changing the status of secured creditors. By doing so, he raised the question of market integrity, investor confidence in our system and the ability to rely on the rule of law in bankruptcy proceedings. In this session, we discuss the actions of Chrysler, the response from the US Courts and the impact this action may have on secured creditors in future bankruptcy proceedings: The actions of Chrysler and its impact on Indiana public funds The call to activism—fiduciary duty and rule of law considerations New developments, recent actions, resolutions Market impact of this new precedent Presenter: Richard Mourdock, Treasurer, State of Indiana 1:10 Summit Concludes