Human Capital Resource and Risk: The Board’s Role San Antonio, TX

January 9-10, 2019

Highly interactive, this 1.5-day module focuses on high-profile subjects such as CEO succession, diversity and human

resource plan for the board and the organization, executive compensation, talent management and crisis management.

Case studies spark healthy dialogue.

Module Objectives

Provide insights into the do’s and don’ts of leadership transition of CEOs and executive staff

Discuss culture change implications in the organization during executive transitions

Review the need in organizations for “bench strength” and a strong talent management plan

Share insights on the board’s role in the areas of culture risk and oversight, and crisis management

Conversation on the challenges, opportunities and risk facing boards around diversity and inclusion

Discuss board refreshment and succession trends and practices to support governance excellence

Consider trends in executive compensation and the applicability to compensation situations currently and for

future CEO selection

Premier Governance Series Overview Directors of Farm Credit boards face complex challenges—from mergers and technology decisions to economic,

commodity, political and global volatility. The Premier Governance Series (PGS) helps heighten board performance and

individual competence by connecting directors with subject matter experts and peers sharing their perspective.

Guiding Principles

Uphold a commitment to the pursuit of excellence in board governance through a certification process

Uphold a standard of excellence and rigor through a certification process in which graduates complete consistent

and extensive training in cooperative board governance

Engage a group of like-minded organizations who band together to develop learning opportunities and

strengthen them individually and collectively.

Ground Rules for Participation

Participate as much as possible

Be curious

Ask questions

Share your knowledge and experience

Respect others opinions

WEDNESDAY, JANUARY 9

7 a.m. to 7:45 a.m. Breakfast

(Participants only*)

7:45 a.m. to 8 a.m. Welcome and Overview

Leslie Hilton, FCC Services

8 a.m. to 8:30 a.m. Top Risks and Human Capital Issues Facilitated Discussion

Leslie Hilton

8:30 a.m. to 8:40 a.m. Stretch Break

8:40 a.m. to 10:30 a.m. Implications & Impact of Leadership Transition, Talent Management & Risk, &

Crisis Management

Larry McVay

10:30 a.m. to 10:45 a.m. Break

10:45 a.m. to 12 p.m. Organizational Culture, Risk & the Board’s Role

Jill Kanin-Lovers

12 p.m. to 1 p.m. Lunch and Networking

(Participants only*)

1 p.m. to 3 p.m. CEO Competencies & Succession Planning

Jill Kanin-Lovers

3 p.m. to 3:15 p.m. Break

3:15 p.m. to 4:15 p.m. Board Refreshment & Succession

Jill Kanin-Lovers, Larry McVay, Leslie Hilton

4:15 to 4:45 p.m. Reflection, Takeaways

Leslie Hilton

6 p.m. Meet in lobby to ride to dinner

6:15 p.m. to 8 p.m. Group Networking Reception/Dinner

(Participants only*)

8:15 p.m. Return to hotel

THURSDAY, JANUARY 10

6:45 a.m. to 7:30 a.m. Hotel Check out (Please complete hotel check-out before 7:30 a.m.)

Breakfast

(Participants only*)

7:30 a.m. to 8 a.m. Reflection, Learning Integration

Leslie Hilton, Dr. Charles Tharp

8 a.m. to 12:30 p.m. Trends in Executive Compensation & Determining Performance Criteria; CEO

Position Offer case study**

Dr. Charles Tharp

12:30 p.m. to 1 p.m.

Final Reflections, Learning Takeaways

Dr. Charles Tharp, Leslie Hilton

1 p.m.

Adjourn

*Breakfast, lunch, networking reception and dinner are for participants, visiting CEO, and faculty only. **Facilitators will determine the best times for breaks.

Module Attire: Business casual

Average Temperature in San Antonio

CERTIFICATE OF COMPLETION Directors must attend the full duration of this program to receive the Certificate of Completion. NOTE: The final session day is heavily dependent on all attendees remaining for the full program, so please keep this in mind when making your travel arrangements. Plan to depart for the airport after the module adjourns.

CPE Credits

FCC Services is registered with the National Association of State Boards of Accountancy (NASBA) as

a sponsor of continuing professional education on the National Registry of CPE Sponsors. State

boards of accountancy have final authority on the acceptance of individual courses for CPE credit.

Complaints regarding registered sponsors may be submitted to the National Registry of CPE

Sponsors through its website: www.learningmarket.org.

CPAs requiring continuing education credits are required to sign in on the Sign-In sheet located at the back of

each session room to receive CPE credits for that session. You must also complete and sign a Request for CPE

Credits Form, available at the conference registration desk. CPEs can be awarded in the following categories (all

sessions offered as Group-Live delivery method):

Regulatory Ethics 7.9 CPEs

Business Management & Organization 4.5 CPEs

Personnel/HR 2.4 CPEs

Total CPEs* 14.8 CPEs

*The total number of CPEs you receive for a session depends on you signing in for each session on the Sign-In

Sheet. If you don’t sign in for each session, you will not receive CPE credits for that session.

Leslie Hilton

Leslie Hilton is FCC Services’ Vice President of Governance/Board Development, in

which role she oversees the organization’s Premier Governance Series, Advanced

Governance Series, and Gettysburg Leadership Experience, and works to further

develop these and other programs to benefit individual cooperative directors as well as

boards of directors. Leslie also oversees consulting and evaluation services for

individual boards.

Leslie has a diverse background that includes consulting, legal and cooperative experience. For the past 22 years,

she’s managed her own consulting firm, SuccessPartner, LLC, working primarily with executives and senior

managers at large, publicly traded corporations as well as smaller entrepreneurial companies. Among her clients

was a member-owned credit union, providing her key insight into the cooperative model. With each, Leslie

worked to develop high performance within mission critical teams and with senior leaders and boards of

directors. In all her engagements, she strives to first understand the specific situations and unique challenges, and

then to bring in effective solutions.

Earlier in her career, Leslie held legal roles in a corporate general counsel’s office where she dealt, in part, with

legislative affairs, experience that will serve Farm Credit organizations well given the recent increased focus on

board standards of conduct. She has also served as a director and a chair for several non-profit organizations, so

understands the requirements and challenges of meeting the fiduciary responsibilities that are key to the board’s

role.

Leslie holds a Bachelor’s degree from University of Colorado and a JD from University of Colorado School of Law.

She earned a Master’s of Science in Management, Coaching and Consulting for Change, from University of Oxford

and HEC Paris.

Jill Kanin-Lovers

Jill Kanin-Lovers is a member of the Board of Directors for Heidrick & Struggles, a

global search & leadership advisory firm, where she chairs the Human Resources &

Compensation Committee and serves on the Audit Committee. Jill is also on the Board

of Homeownership Preservation Foundation (HPF), an organization supported and

endorsed by the US Treasury to assist people at risk of foreclosure, where she serves

on the Compensation and the Nominating & Governance Committees. From 2002 to

2014, Jill was on the Board of Directors for Dot Foods, a privately-held company and the nation’s largest food

redistributor. During her tenure at Dot Foods, she chaired the Compensation Committee and served on the

Nominating and Governance Committee.

Previously Jill was on the Boards of Alpharma, BearingPoint and First Advantage. She chaired the

Compensation Committee at all three and was also a member of their Nominating and Governance

Committees. Through her combined board experiences, Jill has chaired 5 CEO Succession Committees.

She is also on the Advisory Board of Women Corporate Directors (WCD), a global education and networking

organization, and a member of their Family Business Council. Jill has taught classes in executive

compensation as well as business ethics and corporate governance in executive education programs at

Rutgers University. Directors & Boards Magazine featured Jill as one of the “Directors to Watch 2011.” In

2012, Jill served on the NACD Blue Ribbon Commission on Board Diversity and was also named in Agenda’s

Top 100 List of Board Candidates with Pay-Setting Skills.

During a career that has spanned more than 30 years, Jill has held executive human resource positions at

American Express, IBM, and Avon Products, Inc., where was Senior Vice President of Human Resources

Worldwide, serving on their Corporate Compliance Committee and the Avon Foundation Board. Prior to her

corporate HR positions, Jill spent 17 years at Towers Perrin in a series of management and practice

leadership roles.

Jill has an MBA from The Wharton School, an MA in Economic History from the University of Pennsylvania

and a BA from SUNY at Albany.

Larry McVay

Larry D. McVay serves as Managing Director of Edgewater Energy LLC, a Private Oil and Gas

Company that specializes in development of Shale plays across the United States. Prior to

becoming the Managing Director of Edgewater Energy, Larry worked in various Engineering,

Management and Executive Leadership positions with Amoco and BP both domestically and

Internationally until his retirement from BP with 40 years of service.

In his last assignment with BP, Larry served as the Chief Operating Officer of TNK-BP in Moscow Russia. In this

role, Larry provided direct executive leadership for the Upstream, Downstream, Oil Field Services Stream,

Technology Stream and Supply Chain Management. His area of responsibility included production of over 2

Million Barrels per day of oil and gas, operations of 5 Refineries producing 700 thousand barrels of product per

day, operating the largest Marketing operation in the Ukraine and the second largest in Russia with over 2,500

retail stations. The Oil Field Services Stream accounted for over $1 Billion in annual revenue, mainly for services

provided to its own Upstream Company. The Technology Stream, which provided technology support for the

Upstream, Downstream and OFS is also responsible for Exploration.

During the 4 years serving as the Chief Operating Officer, reporting to the CEO, TNK-BP became the largest oil

producing company in Russia, increased its market cap from $16 Billion to over $50Billion, grew production by

40% with current daily production over 2 Million Barrels Energy Equivalent, delivered the highest Free Cash Flow

of any Russian Oil Company and replaced reserves over 125% of production. TNK-BP revenues were in excess of

$30 Billion with EBITDA of over $9 Billion. In addition to the financial performance, TNK-BP was a leader in Russia

for Transparency and improving HSE Performance.

Larry previously served as Technology Vice President Operations and VP HSE, for BP based in London England.

Larry led the global E&P Operations Excellence effort on improving operating efficiency for BP’s Upstream and

achieved considerable improved operating performance during his tenure in that role. Larry has over 38 years of

experience as a Senior Line Manager, and 52 years of industry experience, with Amoco, BP, TNK-BP and

Edgewater Energy. Larry has a track record encompassing Upstream, Midstream and Downstream. In addition to

his vast knowledge of the Upstream, Larry has managed Amoco Pipeline Company and two refineries. Larry’s

knowledge covers both US operations, where he was responsible for Amoco’s largest West Texas Operations, and

led the first Field Scale Enhanced Oil Recovery Project (CO2) to International Operations where he was the

Managing Director/ General Manager of the Gulf of Suez Petroleum Company (GUPCO). a joint venture between

BP and the Egyptian Government in Cairo, in addition to being the Chief Operating Officer for TNK-BP in Russia.

Larry has a degree in Mechanical Engineering from Texas Tech University and was recognized as a Distinguished

Engineer by Texas Tech University in 1995. Larry is a Registered Professional Engineer and has served in

numerous Leadership positions with the SPE and the API Chapters in the US, UK, Egypt and Russia. Larry is

currently on the Board of Directors of Callon Petroleum Company and Linde (recently merged with Praxair). Larry

served on the Board of Chicago Bridge and Iron for 10 years prior to its merger with McDermott.

Dr. Charles Tharp

Charlie Tharp is Senior Advisor, Research and Practice for the Center On Executive

Compensation. In that role, Tharp is responsible for setting overall policy positions and

research initiatives undertaken by the Center and representing the Center in public

forums. He is also Executive Vice President of HR Policy Association and a Visiting

Lecturer in the School of Industrial and Labor Relations at Cornell University.

Tharp has over 25 years of corporate experience, including key human resource positions with General

Electric, PepsiCo, Pillsbury, CIGNA and Bristol-­­Myers Squibb, where he served as Senior Vice President of

Human Resources. Tharp also served as the interim Executive Vice President of Human Resources for Saks,

Incorporated. Earlier in his career he served as an executive compensation consultant for the global

consulting firm of Towers Perrin. Tharp has held teaching appointments at Cornell University and Rutgers

University and has taught graduate level courses in executive compensation and HR leadership. He is also a

Fellow and Research Scholar at Boston University’s Human Resource Policy Institute.

Tharp holds a Ph.D. in Labor and Industrial Relations from Michigan State University, L.L.M. from the

University of Connecticut School of Law, J.D. from the Quinnipiac School of Law, Masters in Economics from

Wayne State University and a BA from Hope College where he was Phi Beta Kappa and a Baker Scholar. In

1998 Tharp was elected a Fellow of the National Academy of Human Resources and in 2010 was elected a

Distinguished Fellow of the Academy, the highest honor in the HR profession. He previously served as

President of the Academy, former member of the NAHR Board of Directors and has served as a past Vice

Chairman of the Board of Directors of HR Policy Association. Currently, Tharp serves on the Board of

Directors of the NAHR Foundation.

Top Risks and Human Capital Issues Facilitated Discussion

This will be a facilitated discussion looking at some of the current issues faced by cooperative boards in

and how they related to human capital as an organizational resource.

Objectives:

Participants will learn about key risks and issues facing other participating boards

Participants will understand how those risks and issues are connected to human capital as an

important organizational resource

Trends in Executive Compensation and Determining Performance Criteria

The session will explore the regulatory requirements, competitive practices and emerging trends in the

governance and structure of executive compensation and performance metrics. The role of the

compensation committee and the structure and communication of executive pay will be explored with

additional skill building through the use of case studies.

Objectives:

Participants will gain an understanding of the expectations and role of the board in determining

executive compensation.

Participants will gain an understanding of the linkage of executive compensation, business

strategy and talent strategy.

Participants will gain experience in addressing challenging executive compensation issues through

small group exercises.

CEO Position Offer: Case Study

In this session participants will explore issues in executive compensation through working together on a

case study regarding an offer to a prospective new CEO.

Objectives:

Participants will learn to link executive compensation and business strategy in a real-time

example

Participants will learn about tradeoffs and alternatives in executive compensation in relation to

alignment with overall risk, opportunity, and strategy.

Organizational Culture, Risk & the Board’s Role

This will be an interactive presentation of the board’s role in setting, sustaining, and changing the culture

of their organization.

Objectives:

Participants will learn about the importance and impact of culture at all levels of the organization,

including the boardroom, and about the board’s role in overseeing culture in terms of

governance. Participants will gain an understanding of the impact of the culture at the board level

on organizational risk and performance

Participants will gain an understanding about the strategic risks and opportunities inherent in the

organization’s culture, and the role of culture in alignment with business strategy.

Participants will learn about the board’s role in oversight of culture as a resource and a risk

Board Refreshment & Succession

Participants will gain an understanding of the board’s role in maintaining its relevance and

effectiveness

Participants will learn about ways boards can address their own performance to maintain

effective governance

Reflection

In this facilitated session participants will reflect on the day’s learning and application for their own

boards.

Objectives:

Participants will integrate key learning points through reflection and discussion.

Participants will identify application of learning most relevant for their own effectiveness as

directors, and that of their boards.

Review Day 1, Reflections

In this facilitated session participants will discuss new insights and learning from the previous day.

Objectives:

Participants will integrate key learning points through additional reflection and discussion.

Implications & Impact of Leadership Transition, Talent Management & Crisis Management

The session will be an interactive discussion with the individuals in the class that will be formulated to

meet their needs based on their input at the start of the session. The dialogue will focus on sharing

experiences from the business world and the boardroom. It will include real- life examples/stories from

the facilitator which will not only be informative but will also be engaging to the participants of the class.

It will include discussions on Leadership Development/Replacement Planning, Leadership Transition,

Board and Senior Management relationships, Talent Management, Risk Management and Crisis

Management.

Objectives:

Participants will explore the critical importance of Risk Management for the Board and useful

processes to identify and mitigate the risks.

Participants will understand the importance of Talent Management/Development from the CEO

thru front line management.

Participants will learn how to best manage through an organizational crisis.

Reflection, Insights

This facilitated session will allow participants to reflect on key takeaways from this module for themselves

and for their boards.

Objectives:

Participants will leave with a short list of important lessons and/or action items to increase their

own effectiveness as directors, and to increase the overall effectiveness of their boards.

The St. Anthony Hotel 300 E. Travis Street

San Antonio, TX 78205

210.354.9221

Check-in: 3 p.m.

Check-out: Noon

Hotel Website

Reservations

Attendees must make their own room reservations. Make your reservations online or call the hotel

directly at 210-227-4392 or 855-811-0218 by December 17 and ask for the FCC Services room rate.

Room rate: $239 single/double, plus applicable state and local taxes.

Cancellation Policy

Deposits are refundable for cancellations received by the Hotel on or before 6 p.m. 48 hours prior to

anticipated arrival, should cancellation by the guest be necessary or should cancellation or termination of

the function occur. For guests who are "no-shows", deposits will be forfeited to the Hotel.

Transportation

It is important that you book your travel arrangement to depart after the program adjourns to receive

module credit. Please consider the travel time to the airport based on options below, check-in, going

through security and getting to your gate. Driving distance may be affected by local conditions and traffic.

Airport San Antonio International Airport (SAT) Travel Distance: Approximately 8.5 miles Options for getting to and from the hotel include: (no hotel shuttle)

Taxi Service Estimated Fee: $40 (one-way) Hours: 24 hours Yellow Cab Taxi Contact: 210.222.2222 http://www.yellowcabsanantonio.com/

SuperShuttle Fee: Varies based on transportation method https://www.supershuttle.com/

Rental Cars

National Car Rental, Alamo Car Rental and Enterprise Rent-a-Car provide discounts to the Farm Credit

System, all in a single website. Click here to check rates and reserve a rental car. Simply choose your

organization’s name from the list. Important: Reservations must be made in the name of the employee

or board of director of the selected organization. If you do not see your entity listed or have any

questions, please contact Heather Tseng.

Emerald Club: Learn about the benefits of the Emerald Club by visiting www.emeraldaisle.com. Please

enjoy a complimentary enrollment into Emerald Club via this link:

https://www.nationalcar.com/offer/XZ12G01. Your Emerald Club number will display after you

complete the online enrollment and you can start renting immediately. You will receive your official

Emerald Club card via mail. Note: If you have ‘status’ with Avis or Hertz, our account rep will match you

to the equivalent status with the Emerald Club. Please enroll above and send an email to

neal.s.massie@ehi.com with your Emerald Club number and status with the Hertz or Avis.