Corporate Governance & Controls: Minimizing Risks

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

Program Chair:
Adele Hogan Hogan Law Associates

• Description
• Faculty
• Agenda
• CLE Credit
• Sponsors

• 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
  Conmed

  Ross Marrazzo
  Managing Partner
  Treliant

  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 | aavila@nycbar.org

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