Welcome Reception

6:00 – 8:00 pm

Conference Greeting: Dr. Ronald F. Green, Dean of The Citadel School of Business Administration

Sponsored by The Citadel

Special Performance: The Citadel Cadet Chorale

Keynote Speaker: Marvin H. McIntyre, Managing Director, Capitol Wealth Management Group, Morgan Stanley and author of “Insiders”

• Heavy Hors d’Oeuvres
• Business Casual Attire
• Transportation Shuttle Service Available

Registration & Breakfast

6:45 – 7:45 am

Location:

Sottile Ballroom

Conference materials will be provided upon arrival

Welcome

7:45 – 8:15 am

Location:

Sottile Ballroom

Description: Opening Remarks

Speakers: Lt Gen John W. Rosa, USAF (Ret.), President of The Citadel; Dr. Ronald F. Green, Dean of The Citadel School of Business Administration and Dr. Wesley M. Jones, Associate Dean for Programs and Outreach, The Citadel School of Business Administration

Opening Plenary

8:15 – 8:45 am

Location: Sottile Ballroom

Moderator: The Honorable John W. Noble, Vice Chancellor, Delaware Court of Chancery

Session 1A

8:45 – 10:15 am

Location: Academy Room

Session Title: New Issues for the Board of Directors

Session Focus:

• New and/or Pending Regulations for Legislation
• New Case Law Regarding Governance
• Recent Public Developments Concerning Governance Problems in Public Companies
• Further Changes Likely To Be Seen on the Legislative or Regulatory Front
• Applicable Guidance to the Role of the Board’s Oversight of Management when the CEO is a Also the Chairman
  • Achieving the Process with Minimal Interference of Day-to-Day Company Management
• Primary Changes Investors Are Seeking
• Changes Being Sought by the National Association of Corporate Directors (NACD) and the American Bar Association (ABA)

Moderator: Donna Dabney – Executive Director, The Governance Center

Panelists: William E. Curbow, RADM Marsha J. Evans, USN (Ret.), C. Wells Hall III, The Honorable John W. Noble and John F. Olson

Session 1B

8:45 – 10:15 am

Location: Screening Room

Session Title: Best Practices in CEO & Senior Executive Compensation and Succession

Session Focus:

• Criteria for Selection of Members of the Board’s Compensation Committee
• Best Practice for CEO & Senior Executive Evaluations
• Compensation Committee Succession Planning for the CEO & Senior Executives
• Risk Management Time Constraints Affecting the Compensation Committee
• Investors' High Interest Level in a Company's Compensation Policies
• Potential Impact of a CEO Who Also Serves as the Board Chairman
• Best Practices for Controversial Areas:
  • Proxy Disclosures and Compensation Discussion and Analysis (CD&A)
  • Examination of Specific Case Studies
• Lessons Learned from "Say on Pay"

Moderator: Mark A. Borges – Principal, Compensia; formerly Special Counsel in the Office of Rulemaking with the Securities and Exchange Commission

Panelists: Ana Dutra, Cynthia A. Hartley, Simon M. Lorne and LTG John H. Moellering, USA (Ret.)

Session Break

10:15 – 10:30 am

Session 2A

10:30 am – 12:00 pm

Location: Academy Room

Session Title: Crises Management by the Board of Directors

Session Focus:

• Unexpected Crises
• Identifying and Reducing the Threat of Potential Crises
• Crises Management Beyond Risk Assessment

Moderator: John F. Olson – Partner, Gibson, Dunn & Crutcher; Chairman of the Business Law Section’s Committee on Corporate Governance, American Bar Association

Panelists: William E. Curbow, C. Wells Hall III, Robert Kosian and Kevin L. Verner

Session 2B

10:30 am – 12:00 pm

Location: Screening Room

Session Title: What Contribution Can Retired Senior Military Officers Add to a Board of Directors

Session Focus:

• Consideration of Selecting Retired Senior Military Officers when Public Boards Are Adding Directors
  • Identifying Advantages and Disadvantage
  • Attributes Retired Senior Military Officers Can Bring to a Board
• Resources a Senior Military Officer May Lack

Moderator: Simon M. Lorne – Vice Chairman and Chief Legal Officer, Millennium Partners LLP and previous General Counsel for the Securities and Exchange Commission

Panelists: Ana Dutra, RADM Marsha Evans, USN (Ret.), Randy L. Nornes and LTG John H. Moellering, USA (Ret.)

Luncheon

12:00 – 1:30 pm

Location:

Sottile Ballroom

Keynote Speaker: James E. Rogers – Chairman, CEO & President, Duke Energy

Sponsored by Elliott Davis PLLC

Session 3A

1:30 – 3:00 pm

Location: Screening Room

Session Title: Board Composition, Evaluation, Succession & Diversity

Session Focus:

• Board Composition:
  • Board Composition Framework - Best Practices
  • Independent Director Industry Expertise
  • Best Practices in Selecting New Board Members
• Board Evaluation Best Practices:
  • Aligning Evaluations with Committee Charters
  • Committee Performance Evaluations
  • Board Performance Evaluations
  • Communicating Feedback
• Board Succession and Diversity
  • Best Practices to Refresh the Board, Including Mandatory Retirement Policies and Term Limits
  • Board Diversity
• Investors' Perspective on Board Composition, Evaluation, Succession and Diversity

Moderator: Ann C. Mulé – Associate Director, John L. Weinberg Center for Corporate Governance, University of Delaware

Panelists: Jay Chaudhuri, Donna Dabney, Ana Dutra, James E. Rogers and Kevin      L. Verner

Session 3B

1:30 – 3:00 pm

Location: Screening Room

Session Title: Best Practices in Risk Management & Strategy

Session Focus:

• Risk Informed Boards - "Next" Practices for Board Excellence
  • The Story of One Company's Journey to the Next Generation of Board Risk Oversight, Including the Growing Paybacks
• Social Connectedness Risk - "Next" Practices for Board Agility
  • Why Your Company Might Fear Twitter - What Today's Directors and Boards Need to Know
• Reputation Risk - "Next" Practices for Board Awareness
  • Techniques and Tactics to Enhance Oversight and Monitoring of This Increasingly Worrisome and Impactful Risk
• Board Risk Oversight "Next" Practices - A View from a Seasoned Board Member's Perspective
  • Examples of Emerging "Next" Practices to Successfully Navigate the Trends and Challenges of Effective Board Risk Oversight

Moderator: William S. Bojan – President & CEO, Integrated Governance Solutions

Panelists: Dr. Steven W. Kohlhagen, Matthew Meents, Cynthia Nigbur, Randy L. Nornes and Teresa J. Rasmussen

Session Break

3:00 – 3:15 pm

Summary Discussion

3:15 – 4:45 pm

Location: Sottile Ballroom

Description: A discussion assembling all moderators to review the key parts of each prior session

Moderator: Edward W. Kelley - CEO & Chairman, Edward W. Kelley & Partners Ltd

Panelists: William S. Bojan, Mark A. Borges, Jay Chaudhuri, Donna Dabney, Ann C. Mulé, Simon M. Lorne and John F. Olson

Conclusion

4:45 – 5:00 pm

Location: Sottile Ballroom

Closing Remarks

Dr. Ronald F. Green, Dean of The Citadel School of Business Administration and Dr. Wesley M. Jones, Associate Dean for Programs and Outreach, The Citadel School of Business Administration

Closing Reception

5:00 – 6:00 pm

Location: Riviera Theatre Rooftop Terrace

• Appetizers
• Wine and Beer