Conference programme - Wednesday 30 November

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Wednesday 30 November 2011
Sofitel St James, London SW1

08.30 Registration

09.00 Chairman's welcome - Dr Stuart Weinstein, associate head, University of Hertfordshire School of Law

09.05 Panel discussion: What is corporate governance & risk management?
This panel discussion will explore workable definitions and measurement models that are simple enough for all to understand, broad enough to cover what they need to, but not so wide that they become meaningless. Ensure that your company's definition and allocation of governance and risk responsibilities not only appeal to the ‘top' but also work at the ‘bottom' of your organisation and seek an understanding as to what governance and risk means in today's business environment.
David Brimacombe, senior adviser, Nestor Advisors
Bill Connell, former director of risk management, BOC Group
Bruce Macmillan, general counsel, Legal Services Board
Peter Montagnon, senior investment adviser, Financial Reporting Council

10.05 Plenary address: Governance Risk: Transparency and Insight
The biggest risk to achieving "good governance" is poor quality information. Boardrooms have been focused on getting the right people around the boardroom table to achieve "good governance", however, one cannot expect directors to make robust decisions governing the future direction of their organisation without having first given them decent information. Without access to the right information to base decisions on, directors around the boardroom table are essentially blindfolded to the issues at hand.

But what does good quality information look like? Why are so many companies at risk? And what can you do to ensure the board has the scope and quality of information it needs?

Pippa will be sharing practical solutions to these questions, drawn from Board Intelligence's own experience of tackling these issues with FTSE boards.
Pippa Croney, director, Board Intelligence

10.40 Plenary address: Corporate governance and CSR getting intertwined
CSR norms, once the purely ethical components of an extended notion of corporate governance, has now, like traditional corporate governance norms, become entrenched in regulatory developments. Like corporate governance CSR has two dimensions: the traditional or defensive one, risk management based to protect the company's reputation, but also an offensive one. Indeed there is increasing evidence that well embedded CSR can also impact the bottom line. In addition, important developments in corporate governance codes (eg the Dutch CG Code), and hard law (UK Companies Act 2006) and new important international soft law frameworks for CSR, such as the UN Ruggie Framework 2008 are causing a re-focus on CSR. Finally, EU studies on the possibility to hold multinationals responsible for violations of fundamental rights by their overseas subsidiaries also deserve attention.
Prof. Jan Eijsbouts, professor - Institute of corporate law, governance and innovation policies, Maastricht University and former group general counsel, Akzo Nobel

11.10 Coffee and networking

11.30 Interactive focus groups

A) Embedding software solutions into governance and risk mechanisms (Sponsored by LexisNexis)
With ever-increasing pressures being placed upon risk, governance and compliance departments it has never been more important for professionals to update themselves on, and discuss, technological solutions which may be able to ease their governance and risk stresses and challenges. Join this interactive discussion to voice your experiences, concerns and success stories around the deployment of software and IT solutions in combating looming demons such as information management, financial reporting, communication monitoring and fraud.
Mark Dunn, market planner manager: risk and compliance, LexisNexis
Robert Sanderson, solicitor, LexisNexis
Andrew Sharpe,head of LexisPSL commercial, LexisNexis

B) Regulation, Risk and Reputation - turning avoidance to advantage (Sponsored by Bond Pearce)
Compliance with regulation and managing risk are vital to the protection of reputation. And key to building a competitive and sustainable brand. Effective Corporate Governance is the bedrock upon which General Counsel can help their organisations prosper.

Jon Cooper leads a panel discussion examining the role of organisations and their lawyers defining corporate governance and risk management, adapting it to a given corporate structure, ensuring it becomes part of the institutional fabric of the business and then using it to achieve competitive or financial advantage from it.
Jon Cooper, partner, Bond Pearce
Clare Wardle, group head of legal, Kingfisher

12.40 Panel discussion: The role of reputation and brand management in corporate governance & risk management
Recent corporate scandals have demonstrated the importance of proper governance programmes in preventing and controlling events which could cause catastrophic reputational damage. Further, many questions have been asked of the lawyers employed by these companies as to what their roles were in directing their corporates with regard to proper governance and brand management. In recognition of the fact that very few corporate actions are implicitly and categorically illegal, how should governance programmes (and lawyers advising on them) best operate in this ‘sea of grey'?
Dominic Bacon, general counsel and group head of compliance, WorldSpreads Group
Peter Giblin, visiting professor - faculty of management, Cass Business School
Mike Regester, director, Regester Larkin
Kieran Rigby, CEO, Gab Robins Group

13.30 Networking and lunch

14.40 Plenary address: A poignant example - 'whistle-blowing' procedures
With United States and domestic regulation now making the threat of internal ‘whistle blowing' more likely, such risks stand as a prime example of how ill-conceived governance, risk and compliance architecture can lead to a whole host of problems. Traditionally in-house legal departments have played a key role in the management of a whistle-blowing incidents, but how to respond should your general counsel be deeply embedded in the behaviour which was being reported on? As risk management is a developing discipline for many organisations, how far should in-house legal advisers be able to expand their remits to assist in other areas of the business without risking future conflicts? What proactive steps can be taken to ensure that clear-cut and well publicised procedures are in place, and adhered to, in the event of a whistle-blower? How important is it for these steps and procedures to be proportionate to the business of an organisation?
Caroline Newsholme, partner, Nabarro

15.10 Plenary address: Cross-culture concerns - ensuring consistency across linguistic, cultural and legal disparities
The formulation of proper corporate code and governance materials is obviously a first step in the right direction. For companies operating internationally, however, cultural, linguistic and legal distinctions can give rise to a number of issues which could threaten to undermine the functionality and effective operation of proper governance programmes. How should companies approach ensuring that the same message and expectations are communicated and enforced across the globe in a number of vastly different cultural and legal environments?
Phil Stockbridge, director, Global Integration

15.50 Panel discussion: The governance, risk & compliance 'jigsaw puzzle'
For governance, risk and compliance programmes to operate in a joined up, efficient way it is vital for functions to be correctly delegated between management and their teams without creating gaps, overlaps or frictions, but how can this be achieved? With corporates being asked to take on ever increasing remits and responsibilities it is often not clear where true ‘ownership' of a variety of these functions lies. Where this is the case there may well be a temptation to allocate a mis-match of responsibilities to one company officer which may well result in significant failings. Where an employee with duties to oversee compliance and ‘ethical' considerations is also asked to oversee cost cutting and broad operational issues, the potential for conflict is obvious.
Anne Fletcher, compliance director, Royal Mail Group
Lord David Gold, corporate monitor, BAE Systems
Keith Jackson, group chief risk officer, Bupa
Amanda Parshall, deputy general counsel, GMO legal, HSBC

16.50 Chairman's closing comments

17.00 Drinks reception