Friday, October 19, 2018 | 9:00 a.m. – 1:00 p.m.
| Program Chair: |
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 N. Adele Hogan |
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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. Structuring and enhancing the three lines of defense and other best practices will be covered. You will learn about these changes from experts in the field. 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 expertise.
Live Program & Webcast: $239 for Members | $339 for Nonmembers
In-House Counsel: Free for Members | $269 for NonmembersMembers who are Recent Law Graduates, Newly Admitted Lawyers (2016-2018), Judges (and their staff), or attorneys that practice within the Government, Academic or Not-for-Profit sectors attend this program for free.
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Jeremy Condie
Vice President of Americas
ClusterSeven, Inc.Mark J. Happe Ross Marazzo
Managing Director
Treliant Risk AdvisorsBarbara R. Mendelson
Morrison Foerster LLPJennifer S. Myers
Director
Forensic, Litigation & Valuation Services
Baker Tilly Virchow Krause, LLPKathleen A. Scott
Norton Rose Fulbright US LLPEric Sherbet
Executive Vice President, General Counsel
IQVIA, The Human Data Science CompanyBarbara Yastine
Independent Director:
Primerica Corporation,
First Data Corporation,
Zions Bancorporation;
Axis Capital -
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, nondirectional, 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
Ross Marazzo & Eric Sherbet
10:00 a.m. – 10:50 a.m. Minimizing Risk with Corporate Governance - Where are the spreadsheets, are they important, where does the data pull from or feed to, and how are spreadsheets inventoried, governed and controlled
- Mapping IT systems
- 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.
Jeremy Condie & Kathleen A. Scott
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
Barbara R. Mendelson & Barbara Yastime
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 competency
Mark J. Happe, Adele Hogan & Jennifer S. Myers
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CLE Credit
NY: 4.5 total: 3.5 Professional Practice, 1.0 Ethics
NJ: 4.5 total: 3.5 General, 1.0 Professional Responsibility
CA: 4.5 total: 3.5 General, 1.0 Professional Responsibility
PA: 3.5 total: 2.5 General, 1.0 Professional Responsibility -
Sponsoring Association Committees:
Banking Law Committee | Mark Zingale, Chair
Financial Reporting Committee | David S. Huntington, Chair
Futures & Derivatives Regulation Committee | Gary Edward Kalbaugh, Chair
Mergers, Acquisitions & Corporate Control Contests Committee | Trevor Saul Norwitz, Chair
Securities Regulation Committee | Mark Rossell, ChairSponsorship Opportunities are Available! Please Contact:
Angie Avila, Membership Outreach and Sponsorships Manager | (212) 382-6608 | aavila@nycbar.org______________________________________________________________