ICGN 2012 Annual Conference and General Meeting

ICGN 2012 Annual Conference and General Meeting

Rio, Brazil, 25-27 June

New Horizons: the emergence of a new Corporate Governance era (suggested)

Working draft @10 May 2012

MONDAY 25 June

08:00 – 09:00Board Meeting(Ipanema )

07:30am – 9.00am – AMEC breakfast (Arpoador)

Connection day

Plenary session

09:00 – 10:00Bridging communication gaps for effective director and shareholder engagement

Corporate company directors on the panel explaining their issues to senior level investors.

( Rio II&III room)

Pirelli (invited, Tina)

Companies presentations at conference room / 1-2-1 Meetings at Companies’suites
10:00 – 10:45 – Company 1- Pirelli
10:45 – 11:30 – Company 2
11:30 – 12:15 – Company 3
12:15 – 13:00 – Company 4
13:00 - 14:00– ICGN Member Networking and Connection Day Lunch
14:00 – 14:45 – Company 5
14:45 – 15:30 – Company 6
15:30 – 16:15 – Company 7

Plenary session

16:15 – 17:15Shareholder responsibilities and long term investment strategies

Senior level investors on the panel responding to corporate company directors in the audience.

( Rio II&III room)

Michelle Edkins, BlackRock (to invite, Sandra)

AMEC (Mauro Cunha)

Grandmont, RenatoManaging Director & Chief Investment Officer, Citi Wealth Management Latin America –Citigroup (suggested, Sandra)

PREVI, Manuel, Isaza, Hermes, CAF - Corporación Andina de Fomento (for the Andean region), IFC - Brazilian office, Capital Group

Gerard Noonan, President, Australian Council of Superannuation Investors (suggested)

Karina Litvack, F&C suggested)

Mike Lubrano / Peter M (suggested)

ICGN committee meetings

10:00 - 11:00 Remuneration Committee (Botafogo)

Director and Shareholder Dialogue Committee (Lagoa)

Finance Committee (Ipanema )

11:00 - 12:00 Nominating Committee (Lagoa)

Shareholder Rights Committee/ Cross Border Voting Practices Sub Committee (Botafogo)

Integrated Business Reporting Committee (Arpoador)

ICGN Foundation Meeting (Ipanema )

12:00 - 13:00 ICGN Awards Committee (Arpoador)

2013 ICGN Annual Conference, NYC Planning Committee (Botafogo)

Bylaws and Procedures Committee (Ipanema )

13:00 - 14:00ICGN Member Networking and Connection Day Lunch

14:00 - 15:00 Business Ethics Committee (Arpoador)

Shareholder Responsibilities Committee (Botafogo)

Accounting and Auditing Practices Committee (Lagoa)

Membership Committee(Ipanema )

15:00 - 16:00 Country Correspondents (Botafogo)

TCRO meeting (Lagoa)

ESG Integration project (Ipanema )

Welcome Reception

18:30 onwardsTransportation to Rio Scenarium / drinks at the Sofitel

TUESDAY 26 June

Opening Session

07:30 – 08:30Scholars breakfast (meeting)

Sponsored breakfast (Foyer)

Press conference (Arpoador)

08.30 - 08:45Welcome to ICGN Rio (Rio I, IIIII room)

Christianna Wood, Chairman, International Corporate Governance Network

08.45 – 09.15Keynote interview

Roque Benavides, Chairman & CEO, Cia de Minas Buenaventura (confirmed, Sandra)

Interviewed by Karina Litvack, Director, Head of Governance & Sustainable Investment, F&C Management Limited, UK (confirmed, Mike)

Session 1

09.15 – 10.15Beyond Compliance – The next level for Corporate Boards(Rio I, II & III room)

Holly Gregory and John Wilcox to champion

As corporate governance rules and disclosure requirements have expanded in many jurisdictions, boards of directors are facing new levels of scrutiny on every aspect of their role: business strategy, risk oversight, management assessment, succession planning, remuneration, ethical standards, sustainability and long-term goals. Both regulators and shareholders are asking for greater boardroom transparency and more detailed explanations from directors about how they are exercising independent judgment in the fulfillment of these responsibilities. This panel of directors, board advisors and institutional investors will discuss from diverse global perspectives how boards are dealing with these challenges while fulfilling their compliance obligations and engaging constructively with shareholders.

Roque Benavides, Chairman & CEO, Cia de Minas Buenaventura (confirmed, Sandra)

Armínio Fraga, Founding Partner, Gavea Investimentos Ltda. Chairman of the Board, BM&FBovespa, Brazil (confirmed, Sandra)

David Frick, Member Executive Board Nestlé S.A., Switzerland(confirmed, Carl)

Moderator: Sandra Guerra, Principal, Better Governance, Brazil

Chairwoman, IBGC - Insituto Brasileiro de Governança Corporativa (confirmed, Tina)

KlausPeter Müller, chairman ofCommerzbank and head of the German corporate governance commission (suggested, Florian)

Manfred Gentz, former CFO ofDaimler and former chairman of DeutscherBörse and ZürichFinancial (suggested, Florian)

Rolf Breuer, former CEO and subsequently chairman of DeutscheBank and former chairman of DeutscherBörse (suggested, Florian)

Luiz Carlos Passetti, Position, Service Line: Partner, Assurance Services, Ernst & Young Office: Sao Paulo, Brazil (self suggested)

10:15 – 10:45Refreshments(Foyer)

Session 2

10:45 – 12.00Concentrated ownership vs dispersed ownershipMike Lubrano to champion (Rio I, II & III room)

In “The Elusive Quest for Global Governance Standards”, Harvard Law School Professor and ICGN Special Achievement Award winner Lucian Bebchuk highlighted the importance of the pattern of corporate ownership in determining what protections investors should look for in the governance of the firms in which they invest. Companies with and without a dominant controlling shareholder (or shareholder group) present very distinct manifestations of the principal-agent problem. This session examines the challenges of concentrated vs. dispersed ownership from the perspective of the agents – controllers, directors and management.

• How does the approach of those in control of the reins of the firm to issues of critical importance to shareholders differ depending on the ownership structure?
• What changes should investors be looking for as companies move from one pattern to another?

Participants in this session include the CFO of a company that has progressively moved from concentrated to dispersed ownership, an experienced director who has served on the boards of companies with both patterns of ownership, and the controlling shareholder (and director) of an important industrial group.

Overview of a company that is transferring from closely held to dispersed ownership. AndréCovre, CFO, Ultrapar, Brazil (confirmed, Sandra)

Concentrated ownership pattern: Andrea Grobocopatel, Vice President, Grupo Los Grobo, Argentina (confirmed, Mike)

Dispersed ownership pattern: Adalberto Palma, Executive President, Association of Mexican Financial Institutions, Mexico (confirmed, Mike)

Moderator:Stephen Harold Dover, Managing Director, International Chief Investment Officer, Franklin Templeton Investments, USA(confirmed, Mike)

12.00 – 12.45Keynote (Rio I, II & III room)

Michael Woodford by video link (confirmed, Christy)

Lunch and Topical Networking Breakout Sessions

12:45 – 14:00(Copacabana & Flamengo room / Clarabola room/ Varanda room)

The Governance of Institutional Investors

Concentrated ownership vs dispersed ownership

Family owned companies in the global competitive arena

Rio I,II, III

14:00 – 14.30Keynote – The path to corporate governance (suggested, topic)

Maria Helena dos Santos Fernandes de Santana, Chair, CVM, Brazil(confirmed, Sandra)

Session 3

14.30 – 15.30State owned companies Carol Hansell to champion(Rio I, II & III room)

State-owned enterprises, which pursue a mixture of commercial and non-commercial objectives, include some of the largest companies in the world. Historically, SOEs have performed poorly.This may be explained in part bythe fact that some SOEs have had to sacrificeperformance enhancing decisions in favour of decisions that supportgovernment priorities.In recent years, many governments in developed and emerging markets have pursued wide-ranging reforms in a bid to improve the oversight, management, and performance of SOEs. To help investors evaluate the opportunities and risks of investing in publicly-listed SOEs, this session will take stock of recent reforms and discuss how best to address persisting as well as new challenges.

Zhang Zhengjun, Senior Research Fellow, Development Research Centre of the State Council, China (confirmed, Carl)

Michael Penfold, Public Policies and Competitiveness Director, CAF (confirmed, Carol)

Luiz Fernando Rolla, CFO/IR, CEMIG, Brazil (invited, Sandra)

Moderator: Simon Wong,Partner, Governance for Owners LLP, UK (confirmed, Carl)

Phil Armstrong (suggested, Kerrie, Tina, Simon)

15:30 – 16:00 Refreshments

Session 4

16.00 – 17.15Breakout sessions

1. Integrated reporting and the work of the IIRCChristy confirmedchampion

(Copacabana room)

Integrated Reporting is quickly becoming the vision for the future of mainstream corporate reporting encompassing both sustainability and financial reporting. Our moderator and provocateurs will lead a lively discussion involving the who, what, when, where, and why of integrated reporting.

Provocateur –Ernst Ligteringen, Chief Executive, Global Reporting Initiative, The Netherlands

(confirmed, Christy)

Provocateur - Steve Waygood, Head of Sustainability Research and Engagement, Aviva Investors, UK (confirmed, Christy)

Moderator – Anne Simpson, Senior Portfolio Manager, Investments and Director of Corporate Governance (confirmed, Anne)

1. Social media Stephen confirmed champion (Rio I, II & III room)

Investors and corporate boardrooms alike increasingly see social media as achannel for advancing goals as well as a risk to manage. This breakout will cover:

• how companies use social media war rooms to combat viral threats to reputation
• skills and structure needed in boardrooms to oversee social media
• lessons from investor successes in ESG using social media
• performing a social media audit
• What should be in a company's and an investor's social media toolkit

Provocateur Investor –Santiago J.D. Chaher, Managing Director, Cefeidas Group, Argentina

(confirmed, Stephen)

Provocateur Corporate – Fay Feeney, CEO, Risk For Good, USA (confirmed, Stephen)

Moderator – Stephen Davis, Executive Director of Yale University School of Management’s Millstein Center for Corporate Governance and Performance & Lecturer, USA (confirmed, Stephen)

1. Does comply / explain work across the world? Phil confirmed champion (Flamengo room)

Since the advent of the Cadbury Code in the early '90s, so-called voluntary codes of corporate governance have rapidly evolved and now exist in some 70 countries across the globe. The inherent flexibility of codes has made them a popular regulatory instrument, particularly in emerging markets, to build awareness of corporate governance best practices among companies, investors and other relevant parties. This is predicated on a series of functional market instruments and interventions such as the role of active investors, well informed business media, effective enforcement mechanisms, etc. Not all these conditions are necessarily present in many of the markets around the world and consequently, there is a certain disappointment in this market mechanism. This, therefore, raises a number of imponderable dilemmas around the effectiveness of so-called voluntary measures as opposed to the alternative option of more rigid and prescriptive mandatory legislation and regulation.

• The question is whether there is a middle ground?
• Or is it simply a choice of opposing options?
• How does this inform current discussions around the world in the wake of the global financial crisis?
• What other measures could make codes more effective? What role can or should institutional investors play?

Provocateur -Carlos Barsallo, Director of Risk, Ethics& Independence, Deloitte, Inc., Panama (confirmed, Phil)

Provocateur – Peter Montagnon, Senior Investment Advisor, FRC, UK

(confirmed, Phil)

Moderator–Colin Melvin,Chief Executive Officer, Hermes Equity Ownership Services Ltd.UK (confirmed, Phil)

Other ideas - YRK Reddy, India/ Bernard Black of Northwestern in Chicago or Ricardo Leal in Brazil

David Couldridge, Investment Analyst, South Africa, (suggested, Phil)

1. Sovereign Wealth Funds. Sovereign Wealth Funds continue to build up assets and new ones are being started. How much are they invested in equities and how interested are they in corporate governance? Do they follow the “Santiago Principles” about transparency that was set up by themselves in 2008?

Carl confirmed champion(Botafogo room)

Provocateur - Charles Lee, Research Director, North Asia, Managing Director, ACGA Regional Briefing, Hong Kong (confirmed, Carl, Tina)

Provocateur –NBIM (to invite, Carl)

Moderator: Carl Rosen, Executive Director, ICGN, UK (confirmed, Tina)

Other ideas - S&P (suggested, Karina)

Eric Parrado, former International Finance Coordinator and Advisor to the Minister of Finance Former Manager of the Chilean Sovereign Wealth Funds (suggested, Mike)

Gala dinner

18:00 onwards Transportation to Ação Cidadania/ Rio Scenarium

WEDNESDAY 27 June

8.30am – 9.30am Education Focus Group (Lagoa) – PRIVATE(Ipanema )

08:30 – 09:00 Keynote

Session 5

09.00 – 09.45Breakout sessions report back (Rio I, II & III room)

Moderator: Simon Osborne, Chief Executive, Institute of Chartered Secretaries and Administrators, UK (confirmed, Tina, Carl)

Session 6

09.45 – 11.00The Governance of Institutional InvestorsStephen Davis to champion(Rio I, II & III room)

Shareowners worldwide face unprecedentedscrutiny and questioning of their own legitimacy as market participants. After years of advocating advances in corporate governance, they are increasingly being asked to meet higher standards of accountability and transparency in their own governance. What are the cutting-edge ways in which institutions can respond? The panel will cover:

• Aligning the interests of beneficiaries with agents
• New perspectives on fiduciary duty
• How to pay asset managers for long term performance
• Getting fund board governance right

Catherine Howarth, CEO, Fairpensions, UK (confirmed, Stephen)

Eliane Lustosa – Partner, Triscorp Investments. Former Investment Director of Petros (Petrobras pension fund), Brazil (confirmed, Tina)

Jon Feigelson, SMD, General Counsel & Head of Corporate Governance, TIAA-CREF, USA

(confirmed, Stephen)

Moderator:

Keith Ambachtsheer, Director, Rotman International Centre for Pension Management, Adjunct Professor of Finance, Rotman School of Management, University of Toronto, Canada

(confirmed, Stephen)

11:00 – 11:30Refreshments

Session 7

11.30 – 12.45Family owned companies in the global competitive arenaEliane Lustosa to champion (Rio I, II & III room)

This session will discuss family-owned companies experience and challenges. Key drivers of success, tensions and conflicts. Governance solutions designed to address investor concerns related to family ownership. Succession planning: inter-generation rivalry and preference for family members over external candidates. Main strategic issues: top professional management involved or family council decision. Other critical issues related to governance challenges experienced by the panel speakers.

Christian Spremberg, Partner, Egon Zehnder International, Brazil (confirmed, Carl) to present and moderate (Carl, to follow up)

Luis Felipe Carvajal, Director of the Family Council, Carvajal, Columbia (confirmed, Sandra)

Roberto Civita, Chairman and Editor-in-Chief, Abril Group, Brazil(confirmed, Eliane)

Gerardo de Nicolas , Chief Executive Officer of Homex (invited, Mike, Sandra)

Valerie Mars, Mars, Inc., USA (invited, Christy)

April Chan, Company Secretary for CLP Holdings in Hong Kong (suggested, Jamie)

Other ideas: Rami F Makhzoumi CG Chair American University of Beirut (suggested, Stephen)

Roberto S. de Lacerda , Advisory Services Partner , EY, São Paulo – Brazil (self suggested)

Session 8

12.45 – 13:15Closing keynote (Rio I, II & III room)

Presidente Dilma Roussef, (invited, Previ, Sandra)

Natura, Chairman,Pedro Passos (invited, Sandra) or CEO

Damon Silvers AFL-CIO (available, Carl, Tina)

Ideas: Pavan Sukhdev is McCluskey Fellow, 2011, at Yale University (suggested, Stephen)

Farewell Session

13:15 – 13:30Closing Remarks and Thanks

Introducing 2013 ICGN NYC Annual Conference

Jon Feigelson, SMD, General Counsel & Head of Corporate Governance, TIAA-CREF, USA

13:30 - 14:45Lunch and Topical Networking Breakout Sessions

(Copacabana & Flamengo room / Clarabola room/ Varanda room)

Social Media

The next level for Board of Directors beyond compliance

Does comply / explain work across the world?

Post-conference activities

14:45 - 16:45 ICGN 2012 Annual General Meeting

16:45 – 17:15Refreshments (tbc)

17:00 – 19:00ICGN Board Meeting

19:30 - 21:00 Board Dinner

Speaker suggestions

MarielaFabbri, Peru

CAF (Andean Finance Corporation) speaker (suggested, John)

Carlos Slim (suggested, Andre)

Sandra suggested Ram Charan , Jay Lorsch, Martin Hilb and David Nadler.

CFO of Ecopetrol, Ecopetrol, Adriana Echeverry. (Colombia)(suggested, Karina)

CCR (suggested, Karina)

Lojas Renner (suggested, Karina)

Brasil Foods (suggested, Karina)

Previ or another big Brazilian pension fund (suggested, Karina)

Pension fund regulator from Chile (suggested, Karina)

Company ideas - CPLF, Embraer, Bematech, , Fleury (all Brazilian) Ferreyros and Grãna Y Montero (Peru) Argos, Bancolombia, (Colombia), Homex (Mexico) and twonon listed that have superior practices of CG, sometimes even better than listed companies: Algar (Brazil) Carvajal (Colombia)

José Antonio Batista de Moura Ziebarth (self suggested) Nicolas Veron (suggested, Andre)

Bolsa Verde do Rio de Janeiro and led by a former UK-based entrepreneur and carbon trader, Pedro Moura Costa (suggested, Karina) A sponsored breakfast?

Alexandre Tombini – president of Central Bankof Brazil

Henrique Meirelles – former president of Central Bank of Brazil and FleetBoston Financial

Alex, head of REP, PGGM

Peter Deans self suggested Strategy Development, Risk Management and the Board – Best Practice / Risk Management and Governance – the Australian Experience.

Pierre Henri Leroy, Proxinvest, France