7:30 a.m. - 8:15 a.m.
BREAKFAST
RM 115 ANDERSON FAMILY COMMONS
8:15 a.m. - 8:30 a.m.
WELCOME AND INTRODUCTIONS
SHELL AUDITORIUM
Alan Crain, Senior Vice President, Chief Legal Counsel and Governance Officer, Baker Hughes Incorporated; Former Director, Mariner Energy, Inc.
Gerry Sanders, Professor of Strategic Management, Rice University, Jesse H. Jones Graduate School of Business
8:30 a.m. - 9:30 a.m.
ESTABLISHING BOARD PRIORITIES
An interactive discussion regarding how the board helps establish and monitor major priorities, particularly the Strategic Direction (the “WHAT”) and Corporate Leadership (the “WHO”).
Clarence Cazalot, Chairman, President and Chief Executive Officer, Marathon Oil Corporation; Director, Baker Hughes Incorporated
James W. Crownover, Chairman, Rice University Board of Trustees; Chairman, Republic Services, Inc.; Director: FTI Consulting, Inc., Chemtura Corporation and Weingarten Realty Investors
Lynn Elsenhans, Former Chairman, Chief Executive Officer and President, Sunoco Inc.; Director, GlaxoSmithKline plc and Baker Hughes Incorporated
Ryan Lance, Chairman and Chief Executive Officer, ConocoPhillips Company
Melvin Payne, Chairman of the Board and Chief Executive Officer, Carriage Services, Inc.
Moderator: Alan Crain, Senior Vice President, Chief Legal Counsel and Governance Officer, Baker Hughes Incorporated; Former Director, Mariner Energy, Inc.
9:30 a.m. - 9:45 a.m.
MYTHS & REALITIES #1
A comparison of select “best practices” called for by stockholder groups and how those practices correlate with corporate performance.
Gerry Sanders, Professor of Strategic Management, Rice University, Jesse H. Jones Graduate School of Business
9:45 a.m. - 10:30 a.m.
THE CHALLENGE OF GOVERNANCE EXPECTATIONS
How does the board evaluate and address governance issues as well as respond to initiatives from a variety of investor governance groups?
Ian Campbell, Vice Chairman, The Abernathy MacGregor Group
Clarence Cazalot, Chairman, President and Chief Executive Officer, Marathon Oil Corporation; Director, Baker Hughes Incorporated
Robert Clarke, Senior Partner, Bracewell & Giuliani LLP; Former Comptroller of the Currency; Director, Stewart Information Services Corporation, Eagle Materials Inc, Mutual of Omaha Insurance Company,
Inc. and Dubai Financial Services Authority
Margaret Foran, Governance Officer, Vice President and Secretary, Prudential Financial, Inc.; Director, Occidental Petroleum Corporation, The MONY Group, Inc. and MONY Life Insurance Company
Ryan Lance, Chairman and Chief Executive Officer, ConocoPhillips Company
Melvin Payne, Chairman of the Board and Chief Executive Officer, Carriage Services, Inc.
Moderator: Sarah Teslik, Senior Vice President, Policy and Governance, Apache Corporation
10:30 a.m. - 11:00 a.m.
BREAK
RM 115 ANDERSON FAMILY COMMONS
11:00 a.m. - 12:00 p.m.
SUCCESS FROM THE C SUITE
How does the board ensure success by the CEO and his/her team, including the roles of the Lead Director/non-executive chair?
Clarence Cazalot, Chairman, President and Chief Executive Officer, Marathon Oil Corporation; Director, Baker Hughes Incorporated
Charles Davidson, Chairman and Chief Executive Officer, Noble Energy, Inc.
Lynn Elsenhans, Former Chairman, Chief Executive Officer and President, Sunoco, Inc.; Director, GlaxoSmithKline plc and Baker Hughes Incorporated
Margaret Foran, Chief Governance Officer, Vice President and Corporate Secretary, Prudential Financial, Inc.; Director, Occidental Petroleum Corporation, The MONY Group, Inc. and MONY Life Insurance Company
H. John Riley, Former Chairman of the Board and Chief Executive Officer, Cooper Industries plc; Director, The Allstate Corporation, Baker Hughes Incorporated, Post Oak Bank and Westlake Chemical Corporation
Moderator: Alan Crain, Senior Vice President and General Counsel, Baker Hughes Incorporated; Former Director, Mariner Energy, Inc.
12:00 p.m. - 12:30 p.m.
INSTALLING AND MAINTAINING AN ETHICAL CULTURE
A discussion regarding the practical and legal issues surrounding the methods that boards have successfully employed to confirm that an ethical culture exists and is maintained.
Ian Campbell, Vice Chairman, The Abernathy MacGregor Group
Alan Crain, Senior Vice President, Chief Legal Counsel and Governance Officer, Baker Hughes Incorporated; Former Director, Mariner Energy, Inc.
James W. Crownover, Former Chairman, Rice University Board of Trustees; Chairman, Republic Services, Inc.; Director: FTI Consulting, Inc., Chemtura Corporation and Weingarten Realty Investors
Charles Davidson, Chairman and Chief Executive Officer, Noble Energy, Inc.
12:30 p.m. - 2:00 p.m.
LUNCHEON – A VIEW FROM THE PCAOB
RM 115 ANDERSON FAMILY COMMONS
A presentation and Q&A session with the Chairman of the PCAOB regarding its expectations for boards of directors, with particular emphasis on audit and risk related issues.
James Doty, Chairman, Public Company Accounting Oversight Board (PCAOB); Former General Counsel, U.S. Securities and Exchange Commission
2:00 p.m. - 2:15 p.m.
MYTHS & REALITIES #2
An analysis of incentive alignment and board monitoring.
Gerry Sanders, Professor of Strategic Management, Rice University, Jesse H. Jones Graduate School of Business
2:15 p.m. - 3:15 p.m.
COMPENSATION PHILOSOPHIES AND PRACTICES
Can the board provide for a compensation system that truly drives and rewards outstanding performance while gaining shareholder understanding and support?
Robert Clarke, Senior Partner, Bracewell & Giuliani LLP; Former Comptroller of the Currency; Director, Stewart Information Services Corporation, Eagle Materials Inc, Mutual of Omaha Insurance Company,
Inc. and Dubai Financial Services Authority
James W. Crownover, Chairman, Rice University Board of Trustees; Chairman, Republic Services, Inc.; Director: FTI Consulting, Inc., Chemtura Corporation and Weingarten Realty Investors
George Lawrence, Chairman, Management Development & Compensation Committee, Apache Corporation; Former President, Chief Executive Officer and Director, Phoenix Resource Companies, Inc.
H. John Riley, Former Chairman of the Board and Chief Executive Officer, Cooper Industries plc; Director, The Allstate Corporation, Baker Hughes Incorporated, Post Oak Bank and Westlake Chemical Corporation
3:15 p.m. - 3:45 p.m.
BREAK
RM 115 ANDERSON FAMILY COMMONS
3:45 p.m. - 4:45 p.m.
DIRECTOR OPEN FORUM – ENSURING A HIGH PERFORMING BOARD
The director participants and the audience will address the keys to creating a collegial environment within the board room and ensuring a high performing board, as well as other issues any speaker or audience member wishes to raise during this interactive exchange.
Facilitator: Alan Crain, Senior Vice President, Chief Legal Counsel and Governance Officer, Baker Hughes Incorporated; Former Director, Mariner Energy, Inc.
4:45 p.m. - 5:45 p.m.
REFRESHMENTS
RM 115 ANDERSON FAMILY COMMONS