Conference programme

Institutional investors can play a crucial role in driving ESG. Most institutional investors own significant stakes in companies which naturally gives them the power to influence decision making strategy. This panel will discuss how investors engage with companies through first, including ESG in their investment analysis and second, through shareholder meetings, dialogues and proxy voting to support or propose resolutions related to ESG. We will focus on emerging dilemma’s for boards of listed companies, such as how to deal with NGO’s using shareholder meetings as a platform to advocate their cause and put pressure on management; the tension between capital markets’ profitability expectations and investors’ ESG’s expectations; disclosure of ESG ambitions vs. exposure to shareholder litigation; and how boards can leverage external pressure and momentum to transform their business model.

Industrial Revolution 4.0 heralded the era of digitalization, and it found more emphasis in the VUCA times of the COVID-19 pandemic. In such times when, digital was trending as a prefix - such as digital economy or digital transformation - boards across the globe embraced digitalization as the new normal. The panel will discuss emerging trends in corporate governance in the digital world, digital literacy and penetration at the board level, how boards contribute to digital transformation, and Corporate Governance 2.0 in this context. The panel will also consider how a digital-literate board and good governance practices can prepare a company to survive the seemingly omnipresent cybersecurity threats that accompany the digital revolution.

This panel will cover the main activism trends and how targets and their boards can prepare and respond to the changing and at times conflicting investor demands. These include: the “swarming” phenomenon, where a number of activist shareholders pursue the same target with the same or differing agendas; M&A related activism including opposition to transactions, calling for break-ups or divestitures; demands for board changes; leveraging ESG.

Providing compensation can encourage reporting by individuals of misconduct or compliance deficiencies and can demonstrate a company’s commitment to uncovering and remediating such issues. Compensating whistleblowers may also provide a financial cushion to whistleblowers in the face of potential risks of retaliation. On the other hand, could compensating whistleblowers undermine a company’s efforts to provide a “speak up culture” or risk leading to a surfeit of meritless or frivolous complaints? This panel will discuss the benefits and disadvantages of structuring a program to incentivize reporting corporate misconduct through financial rewards and other incentives.

This panel will deal with selected board duties in relation to distressed companies. Topics to be covered include management's role and obligations in pre-insolvency restructuring and refinancing scenarios, selected aspects of distressed M&A (and pre-packaged deals), board duties in case of insolvency as well as additional aspects of importance when dealing with listed companies. Differences between the various jurisdictions as well as practical implications on reorganization and restructuring proceedings will further be investigated.

Companies publish corporate governance reports that provide an overview of executive compensation, including pay for performance. The panel will discuss the varying practices of variable remuneration and its disclosure across jurisdictions, the typical explanations including metrics and targets used, and outcomes achieved. The panel will also highlight how reporting discusses the company’s alignment of executive pay with long-term shareholder value, as well as information voluntarily reported in other reports such as sustainability and sections on their website.