Amsterdam Agenda

Tuesday 12 February
Day One
08:30 - 09:00
Delegate Registration
09:45 – 10:45
Plenary 1: The new paradigm: a reassessment of the roles and responsibilities of listed companies and institutional investors

A company that has the ultimate objective to create long-term value for all stakeholders is best served by a more company-centered model, meaning a model in which the board is accountable – not only to shareholders – but to all stakeholders. How can boards react to this ‘New Paradigm’ which recalibrates the relationship between listed companies, their major shareholders, and other stakeholders?  What role should long term shareholders play - alongside company boards - in resisting short-termism and attacks by short-term financial activists which can significantly impede long-term economic prosperity? Should shareholders and company boards be obliged to take into account ESG-related interests and the corporate purpose?

10:45 – 11:15
11:15 – 12:15
Plenary 2: Conducting dialogue between shareholders and stakeholders: how and why?

The revised EU Shareholder Rights Directive obliges investors to “communicate with relevant stakeholders of the investee companies”. The aim is to enhance understanding around the aspirations  of, for example, banks, creditors, customers, suppliers, works councils and non-governmental organisations, to influence  dialogue with investee companies and/or to affect investor’s  voting behaviour. How should such dialogue with stakeholders be conducted? How do investors identify which stakeholders are materially relevant? How should such stakeholder engagement be disclosed and to whom?  Are investors obliged to accept requests for dialogue with other stakeholders? What do listed companies think of this new requirement?

12:15 – 13:30
Hosted Breakout Sessions
Session A: Auditor’s communication to audit committees and shareholders Hosted by CAQ

This session will discuss recent changes in auditor reporting requirements including the PCAOB’s Auditor’s Reporting Model (ARM) in the US which will soon require the communication of Critical Audit Matters (CAMs). What changes should investors expect from the reporting of CAMs in the US? How will CAMs compare to the reporting of Key Audit Matters (KAMs) under international auditing standards? What lessons can auditors, audit committees, and companies learn from the implementation of KAMs in the EU? And how might the auditor’s reporting of CAMs and/or KAMs influence audit committee reporting to shareholders? 

Session B: Will the SEC permit mandatory arbitration by-laws? Hosted by Pomerantz

In recent years, the Supreme Court has allowed mandatory arbitration clauses with class action waivers in the fine print of contracts to foreclose consumers from filing class actions in a whole swath of industries such as telecommunications, automobile, banking and credit cards. 

With their success at closing the courthouse door to consumers seeking redress for consumer fraud and anti-trust violations, Corporate America is now trying their hand at evading liability for securities fraud by enacting by-laws with similar class action waivers. Until now, the SEC has effectively disallowed registration of securities for companies with by-laws containing these waivers.   However, comments from the Trump Administration was well as certain SEC Commissioners indicate that this policy might change, leaving millions of investors without remedy when they are the victims of securities fraud.

Session C: Trends in climate change engagement Hosted by MSCI

With the European Shareholder Rights Directive seeking to encourage engagement by long-term shareholder and the IPCC report suggesting a 1.5 degree global climate target, how are investors engaging on climate change? What emerging trends are we seeing both in relation to engagement on climate-related issues? How are asset owners/managers identifying engagement priorities/targets? What trends are we seeing in terms of collaborate engagement? How successful have been shareholder proposals on this issue? How are boards responding? 

13:30 – 14:30
14:30 – 15:30
Plenary 3: Robots in the Board room: will artificial intelligence lead to more board effectiveness?

Due to rapid technological developments, artificial intelligence will become a reality in corporate boardrooms in the very near future. Technology could offer the possibility of artificial intelligence not only supporting directors, but even replacing them. How can it be used to improve strategic decision-making? Are boards of listed companies prepared for using artificial intelligence? What will a future Board look like? How will it affect the interaction between boards and investors?

15:30 – 16:30
Plenary 4: Future of the audit firm

After a series of scandals, investor confidence in audits is deteriorating. What measures should be taken by regulators and audit firms themselves to restore trust? Are changes in the current business and partner model necessary? Should a market share cap for the BIG 4 firms be introduced? What is the role of audit committees and investors to increase audit quality?

16:30 - 16:40
Closing Remarks
16:40 - 17:30
Post Event Networking Refreshments
Wednesday 13 February
Day Two
09:00 – 09:30
Delegate Registration
09:45 – 10:45
Plenary 5: The Netherlands and shareholder rights: a race to the top, not the bottom

Recently, the Netherlands has managed to re-incorporate a number of multinationals, such as Fiat Chrysler Automobiles, Ferrari, Mylan and Altice Europe, because of its flexible company law. Companies are allowed to introduce unrestricted dual-class shares, loyalty shares, priority shares, binding nominations and anti-takeover preference shares (poison pills). Moreover, the Dutch Government is planning to introduce a so-called standstill period of up to 250 days for Executive Boards in the situation of a hostile bid or shareholder activism. Many investors are concerned that minority shareholder rights are threatened. How can a better balance between an attractive business climate and invest climate be achieved? How can be prevented that a renewed ‘Dutch discount’ will emerge?

10:45- 12:00
Hosted Breakout Sessions
Session D: Fixed income investment through an ESG lens Hosted by NN Investment Partners
While the integration of environmental, social and governance (ESG) aspects in equities is becoming more mainstream, many investors are still in the early stages of developing such processes in fixed income. This is understandable due to the complexity of bond markets, given the broad diversity of instruments, different maturities, a large variety in risk profiles, legal obligations arising in certain countries and types of issuing entities. 
What are the different possibilities for fixed income investors? How do you overcome the transparency issue at for instance private companies or government entities? Can active ownership help mitigate ESG risks? Are issuing companies open to engage on ESG related topics? Is there a certain ESG element that captures corporate governance for fixed income investors?
Session E: The evolution of shareholder proposals globally Hosted by ISS

As investors increasingly factor more governance, environmental and social considerations into exercising their stewardship responsibilities cross-border, this panel examines evolving challenges and opportunities relating to shareholder proposals globally. Panelists provide international perspectives on the use of shareholder proposals as engagement levers plus hot topics for 2019, including climate change,  board and workplace diversity. This session also includes an update on the latest regulatory developments in the US.

Session F: Determining your position on Responsible Tax Hosted by Deloitte

The topic of Responsible Tax has made a huge leap in the public interest. Political and media attention are at an all-time high, emphasizing the need for boardrooms and investors to determine their position on the topic. This debate session demonstrates the difficulties in the discussion.

12:00 – 13:00
13:00 – 14:00
Plenary 6: The future of the AGM: physical, virtual or hybrid?

In a fast-paced technological word, it is no surprise that companies have started to livestream their shareholder meetings. Some even allow investors to participate remotely. However, more and more US companies are going a step further: not just adding an option for online participation, but removing the in-person alternative. The 2017 US proxy season saw more than 200 companies hold virtual-only shareholder meetings. Virtual-only meetings are held exclusively online with no in-person participation or physical location. They have been met with skepticism and resistance from investors. What are the pros and cons of virtual-only meetings? Would hybrid meetings deliver the right balance?

14:00 – 15:00
Plenary 7: Corporate reporting on long-term value creation for all stakeholders

Many boards are accustomed to the notion that they must focus on long-term value creation for their companies. Being able to report their strategy for achieving this   to shareholders and other stakeholders is crucial if they are to ensure public trust and remain sustainable. Such reporting should enhance information in the financial statements and help the reader form an assessment of the company’s future prospects.  But how can the value of a board’s long-term strategy be measured? How can companies articulate how and how much they are delivering value for all their stakeholders? How can a company meaningful report on issues such as culture and values?

15:00 – 15:30
15:30 - 16:15
Awakening Governance; The evolution of corporate governance in China
16:15 – 17:15
Plenary 8: Making remuneration policies less controversial

Investors are turning up the heat on executive pay. Where in the past they primarily assessed whether the new policy was aligned with the ‘pay for performance’ principle, they are now also looking critically at the impact of the new policy on the absolute levels of executive remuneration on an annual basis. Not only have we witnessed increased votes against remuneration reports but investors are increasingly voting against remuneration committee members to signal their frustration. They are also more likely to take into account internal pay ratios and gender equality in their voting decisions. How should remuneration policies be changed to make them less controversial for shareholders, other stakeholders and society at large?

17:15– 17:25
Closing Remarks & Close of Conference