April 18, 2018 Supporting Materials/Resources
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Chapter Meeting Resources
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18
Apr
2018
Inside the 2017 NACD Report of the BRC on Culture as a Corporate Asset
Culture is more than perks for employees or cool corporate office environments. Corporate culture has a key role in developing powerful, successful and sustainable companies that create lasting value.
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06
Feb
2018
The Investor Director: Faithfully Serving Two Masters
A roundtable discussion to understand the unique perspective and responsibilities of directors who are both directors and significant investors/representatives of significant investors.
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25
Jan
2018
The NACD Public Company Governance Survey Highlights
What do corporate boards plan to prioritize in 2018?
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12
Dec
2017
Do You Know Your Director Liability Exposure?
The legal landscape for board members is complex and risky - recent developments include increases in securities lawsuits, M&A litigation, and emerging threats from claims related to cybersecurity, data privacy, and climate change. Join us for an interactive peer-to-peer discussion on understanding your director liability exposure and how to address it.
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15
Nov
2017
Real Estate Roundtable: Issues & Questions for High-Performing Companies
Real Estate Roundtable: Issues and Questions for high-performing companies. Some directors think about their owned or leased real estate only as a means to conduct business - if they think about it at all. Directors in high-performing companies regularly challenge themselves to think about how the company is allocating all the resources at their disposal to influence growth for the organization. Are the right questions being asked in your boardroom?
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25
Oct
2017
Evolution of the Board's Role on Cybersecurity
The assets of companies, large and small, are facing an increased risk of losing or compromising their IP, confidential personnel and customer information, and diminished market brand to name a few. If unprepared, the consequences of a breach could result in a loss of public and investor confidence, disruption to vital infrastructure, and legal and regulatory sanctions. It is no surprise, then, that the level of board engagement in this area is also increasing. Yet overseeing a company's IT initiatives, particularly the adequacy of cybersecurity, can be a challenging task for directors. During this presentation, Michael Corey dove into the primary questions a board member should be asking its leadership to understand the threat landscape and the risk mitigation measures being performed to protect the company's interest.
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18
Oct
2017
Twin Cities | 2017 Outstanding Directors Awards
Join us as we honor outside directors for their dedication and exceptional work in the course of their board service. 2017 Honorees Ann H. Hengel, Board Service at Fairview Health Services B. Kristine Johnson, Board Service at Piper Jaffray Pamela J. Moret. Board Service at Blue Cross Blue Shield of Minnesota Phil Soran, Board Service at SPS Commerce John Stout, Lifetime Achievement
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10
Oct
2017
An Update on the Trump Administration & Congress
NACD Minnesota Chapter hosted Michael O'Brien for its program season kick-off this October. PwC Public Policy Managing Director Michael O'Brien provided a Washington update covering the Trump administration and Congress, and what it means for business, as well as looking forward on what to expect this fall. Michael represents PwC and its interests before Congress, the Executive Branch and federal regulatory agencies. He spends most of his time on the Hill, and will bring a uniquely insightful perspective to the program. Michael's presentation will cover the: • Trump administration's policy agenda and its impacts on the business climate. • the current political environment and its effects on major policy initiatives including healthcare and tax reform. And time for your pressing questions…
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08
Jun
2017
Nonprofit Governance - Evolving Views & Trends
Our June 8 roundtable will focus on nonprofit governance as it relates to best practices and trends. Following are the talking points to begin the conversation: Evolving views on best nonprofit governance practices including: Diversity & term limits Board member financial support Conflicts of interest Trends in nonprofit organization efficiency and effectiveness: Mergers & acquisitions Ancillary profitable operations Mission effectiveness evaluations
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16
May
2017
Keeping Out of the Wall Street Journal: Board's Expanded Role in Risk Management
The program will address the board's expanded role in risk management. Key topics covered: Board Perspectives around their Role in Understanding and Evaluating Risk Driving a Value Proposition Around the Organizational Benefits of Strong Risk Management Leading Practices in Risk Reporting Comparison of Alternative Risk Reporting Structures (Chief Risk Officer, Risk Committee, etc.)
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13
Apr
2017
The New Administration's Policy Agenda: What Directors Need to Know
PwC Public Policy Managing Director, Michael O'Brien, will provide a Washington update covering the Trump administration's first 100 days and what it means for business, as well as looking forward on what to expect next in Washington in the coming months. Michael represents PwC and its interests before Congress, the Executive Branch and federal regulatory agencies. He spends most of his time on the Hill, and will bring a uniquely insightful perspective to the program. Michael's presentation will cover the new administration's policy agenda and its impacts on the business climate, including: · the current political environment; · explore the transition from campaign trail talk to firm policy; and · dive further into the economy, federal budget, and potential for tax reforms. Bring your pressing questions for open mic time with Michael.
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07
Mar
2017
Private Equity Roundtable
This roundtable will be a discussion among NACD member directors about the dynamics of boards of companies which are majority-owned by private equity firms. Key issues that will be posed for discussion will include: *Fundamental utility of a board in a situation where one or two investment firms control the company. Do you need a board at all? *Typical composition of a PE-owned board of investment firm personnel, value-added independent directors and management. *Function and composition of board audit, compensation, governance and special committees in a company controlled by investment funds. *Individual director fiduciary responsibilities to all shareholders when minority shareholder interests may be in conflict with PE firms that employ or appoint individual directors.
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10
Jan
2017
2016 Spencer Stuart Board Index
Each year, the leading executive search firm Spencer Stuart issues The Spencer Stuart Board Index, an annual study examining the state of corporate governance among the S&P 500. It has just released its 2016 version - the 31st edition. Over the years, the index has provided a unique window into the leadership changes of the S&P 500 and the adoption of governance reform and its impact on boards. Join us to hear the latest governance best practices, coming directly from board members themselves.
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14
Dec
2016
Director Onboarding
New directors face a steep learning curve in getting up to speed on issues relating to the company and its board culture. The pressure to climb quickly, to be able to contribute meaningfully to the work of the board and its committees, can be intense and hinges on the quality of a board's onboarding process. Effective onboarding practices will be the topic of our December 14, 2016 round-table discussion. At the meeting, cohosted by Mary Daugherty and Joe Jasper, directors will share their experiences, lessons learned, and best practices from their current and previous board assignments. Please join us for what will certainly be a lively and informative discussion on this topic.
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25
Oct
2016
From Enron to Volkswagen
The discovery and admission by Volkswagen of its installation of software which caused a vehicle's emission controls to operate only when being tested unleashed yet another major corporate crisis. Highlighted by this crisis is the critical importance of a high performing governance system and a culture that embraces strong values of ethics and legal compliance. Our panel will cover: Governance issues, including board composition and enterprise oversight; Integrity and other key stakeholder expectations; Information which clearly implicate a chain of command, rather than a few rogue engineers; Ethical challenges: implications for many internal constituents and Warning signs: common elements in many corporate scandals
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13
Oct
2016
Twin Cities | 2016 Outstanding Directors Awards
Join us as we honor outside directors for their dedication and exceptional work in the course of their board service. 2016 Honorees Gail Boudreaux, CEO at GKB Global Health, LLC For Board Service on Xcel Energy Martha Goldberg Aronson, Former President & EVP Global Healthcare at Ecolab For Board Service on Hutchinson Technology Karen Grandstrand, Shareholder and Chair, Bank & Finance Group at Fredrikson & Byron, P.A. For Board Service on TCF Financial Lee Schram, CEO at Deluxe Corporation For Board Service on G&K Services Stephen Shank, Retired Chairman and CEO at Capella Education Company Lifetime Achievement
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07
Jun
2016
Board Challenges for Emerging Growth Companies - Encore Presentation
Consider the challenges facing all boards these days -- managing growth, succession planning, board evolution, and M&A, to name just a few. At this roundtable, we'll discuss these topics, plus others, as seen thru the lens of emerging-growth companies.
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17
May
2016
Shareholder Activism
Shareholder activism is exploding: The number of activists is increasing, and their tactics and strategies are changing. Several hundred new activist hedge funds - on the aggressive end of the activism spectrum - have launched in the past decade, and their assets under management are surging. PwC believes that companies that put themselves in an activist's shoes will be most able to anticipate, prepare for, and respond to an activist campaign. Terry Ward, partner in PwC's Governance Insights Center, will moderate a discussion of experienced panelists focused on what directors should know - and do in the event of a challenge by activist investors. Joining Terry on stage will be John Stout, partner at Fredrikson & Byron, and Tony Brausen, Senior Vice President - Finance at The Mosaic Company.
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12
Apr
2016
Do Directors Have a Role in Selecting the CEO's #2?
Every private company reaches a point where the owner/CEO needs a second-in-command to help mind the store and to provide decision support as the company grows. But hiring a strong #2 is a complex transition involving chemistry and often power struggles. Success depends upon the ability of the owner to let go, and the willingness of management to respect the new authority when in effect they've been demoted - in losing direct access to the owner, they may feel they have lost their ability to influence key company decisions. What role if any should the Board of Directors play in the selection of a second-in-command? How can directors best support the CEO in transitioning authority, and help the new leader to succeed? Directors will share their experiences including what worked, what didn't, and what they plan to do differently next time. Directors should come ready to learn from the discussion and will leave better prepared to guide company owners through any leadership transition.
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02
Mar
2016
Introduction to the New COSO ERM Framework
An "Introduction to the New COSO ERM Framework" with COSO Chairman, Bob Hirth.
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16
Feb
2016
Family Business: Building the Governance Partnership for Capital Planning
Successful family businesses are primary ways to create significant generational wealth, they usually take a longer-term view than other firms and they are often more in touch with local communities than are companies owned by anonymous shareholders. They provide considerable opportunities for financial executives, advisors and other professionals who can address the various wants and needs of the family and the business. Understanding the dynamics and financial concerns of family businesses is essential to success as an executive or an advisor with this clientele. Join us for a dynamic discussion of the key concerns and opportunities for directors and financial executives focusing on family businesses. Some of the issues that will be covered include:
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21
Jan
2016
Building a Better Private Company Board
This roundtable is intended for anyone interested in establishing or improving a private company board. Whether you are involved in a high-growth emerging company or a stable, mature company, come and share your thoughts and observations regarding the many issues involved in the care and feeding of a productive private company board of directors.
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09
Dec
2015
"The 2015 Spencer Stuart Board Index"
Each year, the leading executive search firm Spencer Stuart issues The Spencer Stuart Board Index, an annual study examining the state of corporate governance among the S&P 500. It has just released its 2015 version - the 30th edition. Over the years, the index has provided a unique window into the leadership changes of the S&P 500 and the adoption of governance reform and its impact on boards. Join us to hear the latest governance best practices, coming directly from board members themselves.
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05
Nov
2015
The Board's Role in Leading Transformation
Successful organizational transformation requires alignment of the CEO and the board of directors, and an engaged board can be instrumental in leading the process. Join Leigh Bailey as he moderates a discussion about getting the board "on board" for organizational transformation with a panel of corporate directors who will offer a range of perspectives. Panelists include: Sandy Vargas, Roland L. Hayes, John Orner and Eric Jackson.
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20
Oct
2015
Director Liability: How to Serve on a Board Without Losing Sleep
We've all heard the warning: "If you are a director, chances are you will be named in a D&O (directors and owners) lawsuit sooner or later." This frank discussion with currently active board members of public, private and nonprofit organizations will open your eyes to the liability issues you may face during or even after your term of service. We'll begin with a presentation of the legal framework of a director's position, which you need to know before joining and serving on a corporate board, including nonprofit corporations. Next the panelists will share the ways in which director liability has affected them, as well as their understanding of the liability associated with serving on boards. Among the issues they will address are the protections afforded to board members by law; what your D&O liability insurance policy covers and more importantly, what's not covered; adopting a "trust but verify"stance regarding company information; and when to ask, "Sure, it's legal, but is it ethical?" Finally the panelists will discuss the director's personal responsibility to uphold the oversight duties of the board by paying close attention to the culture, controls and operational procedures of the organization. You will leave this session with critical insights into the legal liabilities facing boards of directors today, so you can serve on a board and still sleep soundly at night.
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24
Sep
2015
"Fixing our Political & Financial Systems"
Our political and financial systems are critical to the success of the economy and our country. But they face big challenges and need big improvements.
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09
Jun
2015
Monitoring Board Performance and Composition
With an increasingly globalized economy, advancements in communications, and heightened regulation, boards face a vastly different business landscape from the last decade. In this session, we will discuss how high performing boards are constantly evaluating their composition and performance in this dynamic, rapidly shifting business and risk landscape. We will also cover: - Methods of evaluation (board, committee and individual) - Trends in board assessment (US and globally) - Best practices to increase the impact of a board assessment - Tips of things to avoid when proposing and conducting a board assessment
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06
May
2015
How to Strengthen Board Culture For Higher Performance
The most valuable family business boards combine insiders and independent directors who operate as a team and as "thought partners" with the CEO. Getting and keeping this level of teamwork requires a strong board culture that brings out the best contributions of every member. Learn how every board member, family and non-family, can contribute to a board culture that builds a more valuable company. Tips and ideas from a panel of peers and from research for the new NACD Handbook series for family business directors. Participants will receive a complimentary copy of the 2015 NACD Directors Handbook: "The Family Business Board Vol. 1" co-authored by Allen Bettis (a $50 value) and a copy of Cohesion and Profitability, a new global survey of the world’s largest family businesses by Ernst & Young.
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