Corporate Governance & Controls: Minimizing Risks

Friday, October 25, 2019 | 9:00 a.m. – 1:00 p.m.

Program Chair:

Adele Hogan
Hogan Law Associates

  • This course will enable both in-house and outside counsel to expand their skills in and be more valuable to their clients by covering the why, what, when, where and how of corporate governance and controls and risk management. The governance and risk management environment has changed in the last few years. Emerging trends in governance best practices from Boards to Committees, and in policies, procedures and controls, will be covered, including how to enhance your client’s existing governance and risk frameworks.  Risk assessments, risk mapping, risk appetite statements, risk profiling, risk monitoring and other emerging best practices will be discussed.  Controls around types of risk (enterprise risk, market risk, credit risk, reputational risk, financial risk, liquidity risk, strategic risk, operational risk, legal and regulatory risk) will be highlighted.  Risk modeling and model governance are areas where auditors and regulators are increasingly expecting higher standards, so these areas will be covered as well.  Structuring and enhancing the three lines of defense and other best practices will be covered as well as ethics related to governance and risk. You will learn about these changes from experts in the field.

    Who Should Attend: Lawyers who practice for any industry and work in securities, M&A, litigation and regulatory areas need to increase their knowledge of the terminology and methodology for governance and risk management to effectively advise clients. Risk management professionals and board members will also increase their governance and risk expertise.

    Live Program: $239 for Members | $339 for Nonmembers
    Members who are Recent Law Graduates, Newly Admitted Lawyers (admitted for the first time in any state or country 2017-2019), In-House/Corporate Counsel, Judges, or attorneys that practice within the Government, Academic or Not-for-Profit sectors attend this program for free.

  • Betty Moy Huber
    Co-Head Environmental, Social & Corporate Governance Group
    Davis Polk & Wardwell LLP

    Daniel S. Jonas
    Executive Vice President – Legal Affairs,
    General Counsel & Secretary

    Ross Marrazzo
    Managing Partner

    Gregory Markel
    Seyfarth Shaw

    Kathleen A. Scott
    Norton Rose Fulbright

    Sara Sprung
    Director, Member of Board, Head of Risk Committee
    DWS Group, Affiliate of Deutsche Bank Group

    Paul Washington
    Executive Director
    Governance Center at the Conference Board

     Mark Zingale
    Head of Regulatory Resolution
    Wells Fargo

  • 9:00 a.m. – 10:00 a.m. Corporate Governance to Manage Risk:  Risk Assessments, Risk Frameworks, Types of Risk

    • Types of risk management: Enterprise Risk, Credit and Default Risk (credit event or settlement risk), Sovereign Risk, Market Risk (volatility, basis, directional, non-directional, relative, absolute), Foreign Exchange Risk, Interest Rate Risk, Political Risk, Reputational Risk, Legal Risk, Regulatory/Compliance Risk, Operational Risk (fraud, people, model), Liquidity Risk, Strategic Risk,
    • Risk frameworks – identifications, taxonomies, assessments, IT systems, monitoring
    • Governance: Internal policies, procedures and control
    • Three lines of defense
    • Roles and duties of different types of risk officers
    • SEC regulatory reporting of risks and controls
    • Hot topics in Corporate Governance and ESG including SEC developments, Shareholder proposals, Delaware case law on fiduciary duties, BRT’s Statement of Purpose, and Proxy Advisory Firms and Investor priorities

    Speakers: Robert Hall,  Betty Moy Huber, Ross Marrazzo,

    10:00 a.m. – 10:50 a.m. Minimizing Risk with Corporate Governance

    • Mapping IT systems, data, and other important systems and information
    • Interplay of governance with model validation
    • Interplay of governance with regulations, such as Bank Secrecy Act and anti-money laundering (AML), Office of Foreign Asset Control (OFAC) and sanctions, know your customer (KYC), SEC reporting, financial and regulatory reporting
    • New governance roles (and departments) at companies – chief data officer, chief privacy officer, chief risk officer, chief information officer, etc.

    Speakers:  Daniel Jonas, Sara Sprung

    10:50 a.m. – 11:00 a.m. Break
    11:00 a.m. – 12:00 p.m. Roles of the Board, Committees, Officers, Business Units, Legal, Compliance, Risk and Audit and the Regulators

    • Top concerns of Boards: cyber-security, employee theft, fraud, other risks
    • Board training – best practices
    • Table top exercises and contingency planning
    • Succession planning – board and management
    • Corporate documentation – charters, by-laws, minutes, policies, procedures,
    • Internal investigations – who runs them

    Speakers: Greg Markel, Kathleen Scott

    12:00 p.m. – 1:00 p.m.

    Ethics Related to Governance and Risk

    • Tone at the top
      • Ethics on lawyer as an advisor
    • Board dynamics and conflict minimization
      • Ethics on the organization as client
    • Activist shareholders
      • Ethics on duties of loyalty and confidentiality
    • Outreach to investors
      • Ethics on confidentiality
    • Periodic reporting and certification sub-certification issues – Cybersecurity, financial and regulatory reporting, Volcker, AML and other requirements
      • Ethics on organization as client

    Speakers: Adele Hogan, Paul Washington, Mark Zingale

  • CLE Credit

    New York: 4.5 Total: 3.5 Professional Practice, 1.0 Ethics
    New Jersey: 4.5 Total: 3.5 General, 1.0 Professional Responsibility
    California: 4.5 Total: 3.5 General, 1.0 Professional Responsibility
    Pennsylvania: 3.5 Total: 2.5 General, 1.0 Professional Responsibility

  • Sponsoring Association Committee:
    Banking Law, Gregory Lyons, Chair
    Financial Reporting, David S. Huntington, Chair
    Futures & Derivatives Regulation, Gary Edward Kalbaugh, Chair
    Mergers, Acquisitions & Corporate Control Contests, Trevor Saul Norwitz, Chair
    Securities Regulation, Mark Rossell, Chair

    Sponsorship Opportunities are Available! Please Contact:
    Angie Avila, Manager, Membership Outreach and Sponsorships | (212) 382-6608 |