08:15

Registration and coffee

09:00

Chairman’s welcome and introduction

  • Steve Williams Independent Director, Whitbread, Spencer Stuart and Eversheds

09:15

Keynote

09:45

Embracing Corporate Governance across your board

This session will look at how Corporate Governance practices across UK boards are evolving.

  • What is driving Corporate Governance changes within boards?
  • How do you engage boards on Corporate Governance issues and secure buy-in?
  • Embracing Corporate Governance from an investor perspective
  • What process do you have to go through to resolve Corporate Governance issues?
  • Sacha Sadan Director of Corporate Governance, Legal & General Investment Management
  • Claire Davies Group Secretary, The Co-operative Group
  • Tom Shropshire Partner, Linklaters
  • Emily Carey Head of Governance and Secretary to the Audit Committee, BP

10:30

Managing business risk

  • What will the Code update mean for organisations in terms of reporting on risk?
  • Risk acceptance vs. risk oversight: how far the Board itself needs to go and how far it should delegate?
  • Covering the ground: how deep – and how wide should the Audit (& Risk) Committee go in overseeing risk and risk management?
  • Focusing on the objective: helping the committees take a more strategic look at risk appetite, risk management, internal control and assurance
  • Tackling the intangibles: how directors’ should be looking for comfort in the risk and control culture

 

11:15

Morning coffee

11:45

Examining the first year of the Strategic report and take-aways for 2014/15 reporting season

This session will offer delegates a detailed overview of how organisations have approached the reorganisation of their report to create the strategic report and will illustrate the different approaches companies have taken.

  • What issues have arisen for companies in dealing with the disclosure requirements?
  • The final FRC guidance – key points
  • How to link related information in a fair, balanced and understandable way
  • How compatible has the strategic report been with proposals to move forward with integrated reporting?
  • What other changes are coming up?

12:30

Knowledge sharing panel: Delivering and implementing best practice in Directors’ remuneration; a year on

This session will look at the different approaches organisations have adopted to implement the requirements for quoted companies to produce the new style Directors remuneration report.

  • Policy and Annual Report – How have companies gone about drafting them?
    • Policy – How to best draft your policy to retain flexibility and discretion. Are maxima really necessary?
    • Annual Report- Disclosure of performance targets – comply or explain better. Single figure reporting – It is as useful as shareholders expected?
  • Investor engagement and reaction;
    • The practice of issuing a clarificatory.
    • Are investors taking consistent positions?
  • Shareholder engagement and viewpoints
  • Looking forward to next year – will companies seek to revise their policy?

13:30

Lunch Break

14:30

Choose from one of the break-out sessions below:

 

1. Update on European Directives and regulations affecting the Company Secretary

This session will give you a brief update on the below proposed changes:

  • How will the UK government implement the Shareholder Rights Directive and CSD regulations?
    • Regulation on securities on improving securities settlement in the EU and on central securities depositories (CSDs)
    • Directive on disclosure of non-financial and diversity information
  • What resources will be required and what does it mean in practice?
  •  What will company secretaries have to do to comply with these on a national and European level?
  • What is the EU influence on Corporate Governance?

2. NEW FOR 2014: The Company Secretary’s role in Bribery Act Compliance

This session will offer practical ramifications of the UK Bribery Act as well tips on what to do and not to do.

  • Examining trends  – has there been an increase or decrease in investigations?
  • Strategies deployed to ensure procedures are put into practice
  • Deploying effective compliance and training systems
  • How do you manage a bribery issue with the Board?

3. Practical top tips for staging an AGM

In addition to the legal requirements of the AGM, the meeting itself is one of the key events for the board to present to, and engage with, its shareholders. Regardless of the size of a company’s shareholder base, preparation is key to ensuring an effective and well run AGM.

This session will offer you practical points to remember when planning for your 2015 AGM.

  • How you plan it
  • How soon do you run it?
  • What issues should you cater for?
  • Dealing with activists
  • Notice of meeting

4. Managing Cyber security

  • Examining the  tactics that companies are adopting to deal with the increasing threat of cybercrime to business
  • How to identify and mitigate the risks of cybercrime
  • Potential strategies for reporting on cybercrime
  • What are the risks of Cyber security that your board know about?
  •  Making sure that risk is managed
  • Jane Jenkins Partner, Freshfields Bruckhaus Deringer
  • Sam Thornton Head of Cyber Security Strategy & Threat Analysis, BP

5. Career planning for Company Secretaries

  • What are the non-legal and leadership skills needed to progress internally?
  • What training and support is required to move upwards as well as across?

15:20

Afternoon Tea

15:50

Choose from one of the break-out sessions below:

1. Impact of changes in shareholder engagement

  • Providing a legal context to the Stewardship Code
  • How has the shareholder engagement process changed?
  • How has the code impacted investor engagement?
  • Discussing investors concerns for 2014
  • How do investors work with analysts and brokers to ensure  there is a consistent view?
  • How do you balance retail and institutional investors’ needs?

2. The role of the Company Secretary in preparing for the EU Data Protection Regulation.

  • Understanding the importance of investing in Privacy and making regulation work for you
  • Dealing with the differences in legislation across the organisation by consolidating multiple policies
  • What practical measures do you need to put in place for the EU Data Protection Regulation?

3. NEW FOR 2014; Practical tips on preparing for the duty to report on greenhouse gases; assessing its impact on the business

The government has imposed a new duty on quoted companies to report on their greenhouse gas emissions as part of their directors’ reports. The duty applies to financial years ending on or after 30 September 2013.

  • Understand what you need to report on
  • What challenges does this involve?
  • Tips on how to do this efficiently, particularly across large organisations
  • Who looks at the reports? Can it have an impact on the business and its brand?

4. NEW FOR 2014; Practical strategies for overcoming evolving Corporate Governance challenges for small-mid sized quoted companies

  • How do you deliver real value across the business when working with limited resources?
  • What challenges have Company Secretaries faced in small-mid sized quoted companies and what lessons have been learnt?
  • What is the impact for  Company Secretaries in small-mid sized quoted companies when there are policy changes to:
    • Remuneration
    • Listing and AIM rules
    • Environmental reporting
    • Corporate Governance framework

5. How to conduct an effective external audit tender

This session will offer you the opportunity to hear from organisations who have gone through a successful audit tender process and from an experienced independent expert

  • Figuring out the EU, UK and international frameworks
  • Why you need to allow more lead time than you think you do
  • Is anyone there?  Auditor independence, and how to make sure you have a shortlist of more than one
  • A practical guide to distinguishing between audit firms
  • Tips, techniques and lessons learnt from how others have done it
  • Understanding the new regime around non-audit fees

16:40

NEW FOR 2014: Examining the evolving role of the Company Secretary

This session will highlight the recent ICSA guidance on the role of the Company Secretary as a basis for discussion.

  • What has  ICSA found from the results of the survey?
  • What skills are needed to help Company Secretaries carry out their role more effectively?
  • Plans for the future

 

17:30

Closing comments from Chair

17:40

Drinks & Networking