new governance challenges for board members in europe · new governance challenges for board ......

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ecoDa

The European Voice of Directors

2 Days of Professional Development for European Directors

Brussels, 21-22 March 2013

New Governance

New Governance Challenges for Board Members in Europe

Benchmarking, networking

and updating

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ecoDa


‘Are you a board member of a company that is active across

Europe?”’

‘Would you like a better understanding of the workings of European boards and corporate

governance systems?’

ecoDa has developed a European module for directors and supervisory board members

seeking to gain a European perspective on board functioning and corporate governance.

The training programme is targeted at directors with a cross-border mandate in their

board activities or looking for such a mandate. Anyone seeking to update their

knowledge of recent EU policy developments in the field of corporate governance will

also benefit from the module.

As result of global economic forces, modern boards are becoming increasingly diverse in

their composition and business perspectives. For companies operating across Europe,

directors and supervisory board member must rapidly gain an understanding of

unfamiliar corporate governance systems, regulations, and best practices. They also

need an overview of the rapidly changing and often complex EU policy debate on

corporate governance.

ecoDa’s programme promotes the Europeanization of the boardroom. It allows

participants to benchmark their own board and governance practices with those of

similar companies in other European countries. It offers an expert briefing on significant

policy issues in European corporate governance (including regulatory developments).

Throughout the module, participants are provided with the information and know-how that will be essential in fulfilling a cross-border board mandate.

A valuable benefit of the programme is the chance to become part of a unique ecoDa

professional network consisting of individuals with a distinctive interest and expertise in pan-European corporate governance and board functioning.

Roger Barker Chairman of ecoDa’s Education Committee

Programme’s Director

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‘The program designed by ecoDa meets the need of all company

directors throughout Europe to come to grasp with the European

legislative and regulatory mechanisms.’

Patrick Zurstrassen ecoDa Chairman (Board member, ILA - Institut Luxembourgeois des

Administrateurs )

‘The potential impact of director training on board behaviour and

director professionalism cannot be underestimated. It is not less important

than

efforts to establish an effective regulatory framework for boards

through

corporate governance codes and other legislative measures. Director

training should be given a high priority in efforts to improve the overall

performance and legitimacy of corporate governance.’

Juan Alvarez-Vijande ecoDa Honorary Chairman (Executive Director, IC-A - Instituto Consejeros -

Administradores)

Less than rules and processes, ethics and actors’ behaviour really

matter for governance’s quality.’ Daniel Lebègue ecoDa Honorary Chairman (President, IFA - Institut français des

administrateurs )

‘European diversity also reflects in corporate governance. ecoDa’s

programme module will bring you the understanding of

differences and provide you with the knowledge base you can

further built on as board member.’ Irena Prijovic

ecoDa Board Member (Secretary General, Slovenian Directors'

Association)

“Good corporate governance is about 'intellectual honesty' and not just

sticking to rules and regulations. Capital flowed towards companies that

practiced this type of good governance“- Mervyn King (Chairman: King

Report)

Maarit Aarni-Sirvio ecoDa Board Member (Secretary General, The Finnish Association of

Professional Board Members, Hallitusammattilaiset)

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‘Board and director professionalism has never been more important.

ecoDa’s European module offers a unique chance to adapt the

knowledge and experience of board members gained at National level to

the European level’

Simon Walker

ecoDa Board Member (Director General, the Institute of Directors, IoD)

‘The ecoDa program fills an important gap in many director education

programmes, by focusing the attention on the European governance

scenery and the International Board practices. In an International

context and given the important impetus of the European Commission

as to setting the principles of corporate governance, such expansion

on the European territory is more than welcome’.

Lutgart Van den Berghe ecoDa Board member (Executive Director of GUBERNA—l’Institut des Administrateurs /

Het Instituut voor Bestuurders)

‘The ecoDA training program is a most welcome initiative to

professionalize the role of BoD in European companies. It also gives a

unique opportunity for discussions and sharing of best practice,

completely different from single seminars and conferences within the

field. The training sessions will provide better insight and

understanding of the BoD’s role and composition of the Board.’

Turid Solvang ecoDa Board member (Managing Director of the Norwegian Institute of

Directors)

Lars-Erik Forsgardh

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ecoDa


Program’s Objectives

o To adapt the knowledge and experience of

board members gained at National level to the European level, and to provide insight into the latest European developments in Corporate Governance

o To create a European network of individual board members and to develop a European pool of board members

o To provide the skillset that will assist board members in winning board mandates in other European countries.

o To exchange best European board practices

Program’s Contents

o Understanding National differences in terms

of Corporate Governance, and the functions and duties of board members in differing European countries

o Benefiting from the feedback and know-how of board members with significant experience of cross-border board mandates in Europe

o Gaining an overview of the EU decision-

making process, particularly in relation to corporate governance

o Updating participants on recent European developments in Corporate Governance.

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Welcoming coffee at the Thon Hotel EU, rue de la loi, 75 – Germany Room

8:30 Welcoming speech Roadmap + Introduction of the participants

Roger Barker, Chairman of ecoDa’s Education Committee

9:00 Board structure :The functioning of one and two tier board systems in European companies—Practical examples and exchanges with the course participants

Peter Dehnen, VARD

9:35 Company ownership : The contrasting influence of controlling shareholders and institutional investors in Europe—Practical examples and exchanges with the course participants

Roger Barker, Head of Corporate Governance of the Institute of Directors - IoD and Senior Advisor to the Board of ecoDa

10:05 Coffee break

10:20

The Nordic Model: the impact of board membership on European board behaviour – Practical examples and exchanges with the course participants

Per Lekvall, Founding Partner, Boardroom Consulting AB Board member, Swedish Corporate

Governance Board

11:05 The Italian model: a distinct model of corporate governance

Paola Schwizer, Professor in Financial Markets and Institutions, University of Parma (Italy) and SDA Bocconi School of Management, Member of the Board of Directors of Nedcommunity.

12:40 Buffet Lunch 14:30 Investors’ expectations towards

European Directors Peter Montagnon, Senior Investment Adviser, Financial Reporting Council

15:30 Presentation of the pending key topics at the EU level

Joanna Sikora-Wittnebel, European Commission

16:00 Coffee break

16:15 Panel Discussion: Benchmark on national CG practices in Europe

Moderator: Richard Zisswiller Panellists: Roger Barker, Per Lekvall

20.00 Dinner (L’Atelier restaurant, rue Franklin,28)

21 March

The programme

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ecoDa


Welcoming coffee at the Thon Hotel EU, rue de la loi, 75 – Germany Room

8:30

Challenges, benefits and risks of being a Director in Europe – panel discussion

Jérôme Wigny, Partner, Elvinger Hoss & Prussen, Luxembourg Patrick Zurstrassen, Chairman of ecoDa, Independent Director

9:20

European Market for Directorships

Dominic Schofield, Senior Client Partner, Korn/Ferry Whitehead Mann

10:35 Coffee break

10:50

Case study: How boards from two different countries can handle similar issues? The impact of internal and external business environments on board decision-making.

Frank Dangeard, Managing Partner, Harcourt and Chairman of Goldbridge Capital partners (UK)

12:30

Lunch

14:20

Simulation of real boardrooms on the basis of a case study circulated beforehand

Philippe Haspeslagh, Dean of Vlerick Business School FACILITATORS: Roger Barker, Head of corporate Governance of the Institute of Directors, IoD and Senior Advisor to the Board of ecoDa Richard Zisswiller, President of ecoDa’s Benchmarking Committee

17.40 Summary of the discussion Philippe Haspeslagh, Dean of Vlerick Business School

17.50 Assessment of the Group Dynamics Richard Zisswiller, President of ecoDa’s Benchmarking Committee

18.00

Closing session - Synthesis

Roger Barker, Chairman of ecoDa’s Education Committee

18:15

End of the programme

*Permanent Coffee break at Coffee Corner

22 March

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BARKER, Roger

Dr. Roger Barker has been Head of Corporate Governance at the Institute of Directors (UK) since 2008. Dr. Barker sits on advisory boards at a number of organisations, including the European

Confederation of Directors’ Associations (ecoDa) and the Institute of Chartered Accountants in England and Wales (ICAEW). He is a visiting lecturer at the Said Business School (University of Oxford), ESSEC (Paris), UCL (London) and the Ministry of Defence (UK), and a former adviser to the EU Economic and Social Committee in Brussels. Dr. Barker’s recent book - Corporate Governance, Competition, and Political Parties: Explaining Corporate Governance Change in Europe – was published by Oxford University Press in January 2010. He is also the author (with Dr. Neville Bain) of the IoD’s main guide to the role of the board, The Effective Board: Building Individual and Board Success, which was published by Kogan Page in September 2010. Dr. Barker spent the first part of his career in various senior roles in investment banking in London and Switzerland. He is the holder of a doctorate on corporate governance from Oxford University, where he was a Lecturer at Merton College, and has degrees in economics, finance and political science from the universities of Cambridge, Southampton and Cardiff.

COROLLER, Jean

Jean Coroller Jean Coroller is the Director of Certification of Board Members with IFA (the French Institute of Directors). He launched this initiative in late 2010 in France in partnership with Sciences Po Executive Education, a

top university. He has 40 years of experience developing an extensive expertise in the following areas: corporate governance best practices and efficiency / effectiveness of boards, audit and risk committees, topics specific to the management of multinational companies, notably with the US and European countries.

Formerly a senior partner with Ernst & Young in Paris covering Continental Western Europe, he has over the years been responsible for developing and promoting Corporate Governance services and best practices on the behalf of Ernst & Young, being an active representative with the IFA Board and other working groups such the Education and International Commissions. He was a Board Member with AmCham, the American Chamber of Commerce in France. He embraced a comprehensive spectrum in the advisory world, assisting C-suite management and Boards of large International corporations achieve a sustainable growth in line with the Board strategic objectives. Jean Coroller is also the President of the HEC Alumni Management division which encompasses the areas of Strategy, Governance and HR. He is a Board member of the Board of Trustees of the Research Foundation of the IIA (the Global Institute of Internal Auditors). Jean is a graduate from HEC and a fully qualified chartered accountant.

DANGEARD, Frank

Frank Dangeard is Managing Partner of Harcourt, Chairman of Atari, Chairman of the Strategy Board of PwC (France) and chairman of Goldbridge Capital partners (UK). He also serves on the boards of Crédit Agricole-CIB (France), Symantec (USA), Telenor (Norway),

SonaeCom (Portugal), Moser Baer (India). He is a member of the Advisory Boards of HEC in France and of the Harvard Business School in the US. He has served on the boards of EDF (Electricité de France), Orange and Wanadoo (France Télécom Group), and Eutelsat. From September 2004 to February 2008, he was Chairman and CEO of Thomson SA. From September 2002 to September 2004, he was Deputy CEO of France Telecom. He joined Thomson multimedia in 1997 as Deputy CEO, and was appointed Vice Chairman in 2000. Prior to joining Thomson multimedia, from 1988 to 1997, Frank Dangeard was managing director of SG Warburg &Co. Ltd.., in London and Madrid, then Chairman of SG Warburg France. From 1986 to 1988, he was a lawyer with Sullivan & Cromwell LLP in New York and London.Frank Dangeard was born in Canada on February 25, 1958. He graduated from the École des Hautes Études Commerciales (Prix Jouy-Entreprise), the Paris Institut d’Études

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ecoDa

The European Voice of Directors Politiques (Lauréat) and from the Harvard Law School (Fulbright Scholar, HLS Fellow).

DEHNEN, Peter

Peter H. Dehnen is owner and CEO of GermanBoardRoom

GmbH, the leading German full service provider for supervisory Board

members. Peter Dehnen has over 25 years of experience as International tax and Business lawyer, admitted in Düsseldorf (Germany) and Washington, D.C. He is co-chair of the International Development Subcommittee of the ABA Corporate Governance Committee and a frequent lecturer on German and International corporate governance. He is Vice-Chairman and co-founder of „Vereinigung der Aufsichtsräte in Deutschland e.V. (VARD)“ a German non-profit organization for supervisory board members.” LEKVALL, Per Per Lekvall was Executive Director of the

Swedish Corporate Governance Board from the introduction of the Code in 2005 until May 2011 and is now a regular member of the same body. Prior to this he was

Head Secretary of the Governmental Commission on Business Confidence and its sub-commission The Code Group, which developed the Swedish Code of Corporate Governance. He is also the chairman of the International Committee of the Swedish Academy of Board Directors and a member of the ecoDa Policy Committee. Per Lekvall has extensive experience from a management career in the Swedish forestry group SCA and as an advisor to senior management and boards in major Swedish companies through his consulting practice Boardroom Consulting AB. For about ten years from its start in the mid-1990’s he also served as CEO of the national body of the Swedish Academy of Board Directors. Per Lekvall is a recurrent lecturer at Swedish universities and business schools and has published books and articles on inter alia the role of the board in SME-type companies and corporate governance in Swedish listed companies.

MONTAGNON, Peter

Peter Montagnon joined the Financial Reporting Council as Senior Investment Adviser in May 2010, after almost ten years as Director of Investment Affairs of the Association of British Insurers. Previously Mr Montagnon was a senior journalist on the Financial

Times, including spells as Head of the Lex Column and in charge of coverage of the international capital markets. Mr Montagnon was a member of the European Commission’s Corporate Governance Forum from 2005 to 2011. He is past Chairman of the Board of the International Corporate Governance Network and is also a visiting Professor in Corporate Governance at the Cass Business School of the City University, London. He is also a member of the Council of the Royal Institute of International Affairs. RICHEZ-BAUM, Béatrice

Béatrice Richez-Baum is a Doctor in Law specialized in European Law. She completed also training at the Paris Bar School. Having completed her Ph. D. thesis on international Trade and European Law, in 1999, Béatrice started her career as a legal expert for the Paris Chamber of Commerce and Industry after few experiences in Brussels in the lobbying sector including the Council of Bars and Law Societies of Europe and the European Economic and Social Committee. Béatrice Richez-Baum was appointed Secretary General of ecoDa at the creation of the confederation in March 2005. Since then, she has been able to raise ecoDa’s profile by advocating the interests of European board members, and by developing close working relationships with the EU institutions and European peer organisations. She is responsible of the day-to-day management of the confederation, the smooth integration of its members and the organisation of a European education programme for directors.

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The European Voice of Directors She was a lecturer in a Master's Degree in Law, International Affairs and Management at a French business school (ESSEC). She publishes a lot of articles related to European Lobbying and WTO matters. She drafted the first report assessing the lobbying exercised by French companies. She is part of the GNL, a network of French lobbyists based in Brussels. SCHOFIELD, Dominic

Dominic Schofield is a Senior Client Partner in Korn/Ferry Whitehead Mann’s London office. He is a member of the Board & CEO Services Practice. Mr. Schofield brings to the Firm a decade’s worth of executive recruitment experience, having served as a consultant with another major international

search firm, focusing on boardroom and industrial appointments prior to his current position. Previously, Mr. Schofield worked for a leading British political party as a senior aide to the then party leader and was also deputy head of research. Earlier in his career, Mr. Schofield spent five years in the board practice of a boutique search firm. Additionally, he once served as an advisor to the Home Secretary (Interior Minister) in the British Government between 1995 and 1997. In the early 1990s, Mr. Schofield lived and worked in Russia where he was a journalist for a number of publications and media outlets. He has also lived in Kazakhstan and the Middle East. Dominic sits on the Board of a sizeable educational charity called Dawliffe Hall Educational Foundation. He is also a member of the Advisory Board of leading thought leadership and communications firm, TLG. Mr. Schofield earned master of arts degree in Russian and international relations from the University of St Andrews. He is fluent in Russian and has a strong working knowledge of Italian, Spanish, and Arabic.

SCHWIZER, Paola

Paola Schwizer is Full Professor in Financial Markets and Institutions at University of Parma (Italy) and Professor at the Banking and Insurance Department of SDA Bocconi School of Management. Previously, she has

been researcher at Bocconi University from 1994 to 1998 and Associate Professor in other Italian universities from 1998 to 2003. She is a member of the board of directors of Nedcommunity, the Italian Association of Non Executive and Independent Directors. She is member of the board of directors of Credito Emiliano S.p.A. (listed on Borsa Italiana S.p.A.), of the board of statutory auditors of several financial intermediaries and of the board of directors of Università del Salento (Italy). Since 2007 she is member of Editorial Board of the Journal of Management and Governance. She has extensive experience in training on corporate governance, risk management and internal control systems, in Central Banks, private banks and non-banks listed companies. She is member of the Scientific Committee of the PhD School in Economics and Law, University of Parma (Italy) and of the Faculty Committee of the PhD in Economics and in Management, University of Parma (Italy). She is author or coauthor of several publications on banking strategies and organization, corporate governance, regulation and competition in the financial system. WIGNY, Jérôme

Jérôme Wigny holds a "licence en droit belge" from the Université Catholique de Louvain-la-Neuve. He became a member of the Luxembourg Bar in 1994 and worked as an assistant with Slaughter and May (London) in 1995. He became a partner of Elvinger, Hoss & Prussen in 2001. He specialises in the field of

investment funds, in particular UCITS and alternative investment funds. He is Co-chairman of the Hedge Fund Working Group and a member of various other commissions of the Luxembourg Association of Investment Funds (ALFI).

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The European Voice of Directors He is a regular speaker at conferences and seminars, in particular in relation to investment fund-related topics, and is an invited professor at Hautes Etudes Commerciales (HEC), Liège (Belgium). ZISSWILLER, Richard

Chairman of ecoDa’s Benchmarking and Information Committee; Executive Director France of the Conference Board Europe; Board member of the Institut Français des Administrateurs. Richard Zisswiller was Professor of finance, General Manager of the Ecole des Hautes Etudes Commerciales and General Manager at the

Chamber of Commerce and Industry of Paris

ZURSTRASSEN, Patrick

Patrick Zurstrassen is an independent director. After nearly 30 years of banking and fund management with "Credit Agricole Indosuez" Group, Patrick Zurstrassen founded in Luxembourg "The Directors' Office". He sits on the board of several fund management and investment companies for group such as Lombard

Odier, Barclays, Pioneer and Goldman Sachs. Patrick Zurstrassen has been founding chairman of the Luxembourg Institute of Directors. He is a member of ICGN, GCGF, ECGI, IDC [USA] and NACD [USA]

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Registration Form (to be fully completed)

First Name

Last Name

Email address

Invoicing address (+ Country)

Private postal address

Mobile Phone Number

Nationality

Current Position

Mandates as board member (specify the company, its size, location and if you are acting as executive or non executive)

National certification program already followed (if any)

Affiliation to one ecoDa’s association of Directors

Please specify any particular request concerning your diet

Are you submitted to VAT Your VAT Number :

Yes No …………………………….

Short biography (around 150 words) + Photo (to be sent apart with this form)

The seminar will be conducted in English

Please fulfil the above registration form and send it to Amandine Fivet: [email protected]

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ecoDa


Terms and Conditions Costs: Training: €1,331 (incl. VAT) for people not affiliated to one of ecoDa’s member associations. €1,131.35 (incl. VAT) for people affiliated to one ecoDa’s member To be paid by bank transfer only before 7 March 2013 (Please note that we do not

accept cheques) Cancellations within 15 days before the event will require payment of 50 % of the training cost Cancellations within 5 days before the event will require payment in full. Here below are the bank details to facilitate the payment: Account Number: BE15 0014 4588 5030 BIC Code: GEBABEBB Beneficiary: ecoDa Address: Rue de la Loi 42, 1040 Brussels, Belgium Bank Name: BNP Paribas Fortis Bank Address: Avenue Louise 58, 1050 Brussels, Belgium The programme fee covers tuition, course, materials, lunches and coffee breaks. It does not include travel costs and accommodation

Practical Information Venues: Training and Accommodation (recommendation): Thon Hotel EU, Rue de la loi, 75 / 1040 Brussels Contact [email protected] to receive a reservation form Restaurant (Dinner 22nd March 2013): L’Atelier Restaurant Rue Franklin, 28 1040 Bruxelles

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ecoDa


What is ecoDa?

ecoDa, the European Confederation of Directors' Associations, is a not-for-profit association acting as the “European voice of directors ”, active since March 2005 and based in Brussels . Through its national institutes of directors (the main national institutes existing in Europe), ecoDa represents around fifty-five thousand board directors from across the EU. ecoDa's member organisations represent board directors from the largest public companies to the smallest private firms, both listed and unlisted.

ecoDa's mission is to promote good Corporate Governance at large, to promote the role of directors towards shareholders and corporate stakeholders, and to promote the success of its national institutes.

To perform its mission, ecoDa is committed 1- to influence the European decision-making on corporate governance by reacting to pending issues in the European pipeline or by pro-actively taking own initiatives to generate European debate and reflection, 2- to develop European governance standards by acting as a standing body where national experiences are shared and discussed in detail and 3- to provide services to its members, mainly by providing information regarding relevant European issues 4- to promote the development of new national director institutes and attract new members in order to strengthen its European representativeness, Behind ecoDa, there are well-known institutes of directors which have already developed competences and reputations in organising national training programs for directors. www.ecoda.org

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ecoDa


ecoDa Rue de la Loi, 42 B- 1040 Brussels Belgium

Director of the programme Roger Barker

ecoDa’s Secretary General Beatrice Richez-Baum Communication Assistant Amandine Fivet Email address: [email protected] Telephone number: 32 (0)2 231 58 11 Fax number: 32 (0)2 231 58 31 Website: www.ecoda.org

new governance challenges for board members in europe · new governance challenges for board ......

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