Corporate Governance Europe 2019

Feb. 28, 2019

About This Event

Is your company prepared for the rise in American-style activism? Business leaders everywhere are working proactively to meet the challenges presented by changing corporate governance issues, including the increasing number of shareholder activists’ campaigns. U.S.-based funds are focusing more on European targets, while some are setting up specific funds for their European campaigns.

Join The Deal, the leading U.S. news source of mergers, acquisitions and all other changes in corporate control, for an exclusive conference which will examine the current state of activism in Europe, outline best practices and provide vital guidance surrounding the growing impact of American-style insurgents.

Speakers

Dame Inga Beale DBE
Former CEO of Lloyd’s of London

Dame Inga Beale DBE is a British businesswoman and the former CEO of Lloyd’s of London – the 330-year-old insurance and reinsurance market.

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Stefano Bacci
Partner & ESG Manager, Ambienta
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Richard Bernstein
Fund Manager, Crystal Amber Asset Management
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Véronique Bresson
Head of Corporate Governance, CIAM
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Arthur Crozier
Chairman, Innisfree M&A Incorporated
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Thomas Davies
Senior Partner, Kekst CNC
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Bruce Duguid
Head of Stewardship, Hermes Investment Management
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Ertan Enginalev
Founder & Managing Partner, WSD Capital Management
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Gianluca Ferrari
Director, Shareholder Value Management AG
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James Gray
Co-Founder, Blackmoor Investment Partners
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Simon Kerr
Editor & Publisher, Hedge Fund Insight
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Harry Kinzler
Partner, Kekst CNC
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Ele Klein
Schulte Roth & Zabel
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Rupert Krefting
Head of Corporate Finance & Stewardship, M&G Investments
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Patrick McHugh
Co-Founder and Senior Managing Director, Okapi Partners
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Kumutha Ramanathan
Head of CEO Communications, IFS; Former Reporter & Producer, Bloomberg News
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Cas Sydorowitz
Global Head of Activism and M&A, Georgeson
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Richard Thomas
Managing Director, Lazard
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Michiel van Esch
Governance and Active Ownership Specialist, Robeco
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Philip Vernardis
Assistant Vice President, Asset Stewardship, State Street Global Advisors
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Paul Whitfield
Journalist, The Deal
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Agenda

9:00 – 9:30
Registration and Networking Breakfast
9:30 – 9:35
Opening Remarks
9:35 – 10:20
American Activism: Is Your Company Prepared?

Top-level U.S. activists and other U.S.-based funds continue to launch campaigns at European targets, with a variety of strategies. Some U.S. funds are consulting with European funds to structure their campaigns, while some set up special funds for their European operations. This panel will examine why American activists are targeting ever-larger European companies, how they operate differently from EU insurgents, what companies can do proactively to protect themselves and what to do when an activist shareholder comes calling.

Moderator: Ron Orol, Senior Editor, The Deal
Panelist: Thomas Davies, Senior Partner, Kekst CNC
Panelist: Ertan Enginalev, Founder & Managing Partner, WSD Capital Management
Panelist: Harry Kinzler, Partner, Kekst CNC
Panelist: Rupert Krefting, Head of Corporate Finance & Stewardship, M&G Investments
Panelist: Cas Sydorowitz, Global Head of Activism and M&A, Georgeson

10:20 – 10:50
Spotlight Session: Implementing Proactive Preparedness – Actions Companies Should be Taking Today (or Yesterday!)

In today’s environment, European companies are mindful not only of the threat of U.S based activism, but more broadly across the EU and their overall shareholder landscape. As more and more “engaged shareholders” are viewing activism as a behavior, a new form of communication is necessary. Shareholder expectations are changing, and companies that continue to follow the old model of IR are failing to capture appropriate shareholder interest and lag in terms of value creation. How should companies act proactively, and what types of initiatives, assessments, engagement programs and communication strategies should they be instituting to position themselves properly? Every company now knows it needs to be its own activist, but what are the best practices and what does a company then do with that information…before they ever attract the attention of an insurgent?

Interviewer: Ron Orol, Senior Editor, The Deal
Speaker: Richard Thomas, Managing Director, Lazard

10:50 – 11:10
Networking Break
11:10 – 11:55
An Emerging Trend: Activists Attempting to Block M&A Deals

In 2018 U.S. activists continued to target European companies involved in major deals, pushing them to cancel transactions they argue destroy shareholder value. Instead of buying a stake in the target and seeking to squeeze the buyer to pay more, activists are arguing that the buyer is overpaying and should cancel their acquisition. Will we see a spike in U.S. activists using this tactic in European and Cross-Border deals?

Moderator: Paul Whitfield, Journalist, The Deal
Panelist: Arthur Crozier, Chairman, Innisfree M&A Incorporated
Panelist: James Gray, Co-Founder, Blackmoor Investment Partners
Panelist: Bronagh Kennedy, Group General Counsel and Company Secretary, Severn Trent Water
Panelist: Ele Klein, Partner, Schulte Roth & Zabel

11:55 – 12:40
Are Passive Investors Really All That Passive?

Faced with the threat of a shareholder activist attack, many companies find themselves prioritizing short-term quarterly earnings over long-term innovation and development. Traditional long-only and passive investors have historically had a different agenda than the activist funds, but are their interests and objectives really that different? Passive investor backing helped Elliott Management take control of Telecom Italia’s board last year, in a watershed victory. Index funds are likely to support activists again this year. Panelists will discuss how the world’s largest index funds are exerting their influence on boardroom battles and the overall corporate governance agenda.

Moderator: Simon Kerr, Editor & Publisher, Hedge Fund Insight
Panelist: Richard Bernstein, Fund Manager, Crystal Amber Asset Management
Panelist: Bruce Duguid, Head of Stewardship, Hermes Investment Management
Panelist: Gianluca Ferrari, Director, Shareholder Value Management AG
Panelist: Philip Vernardis, Assistant Vice President, Asset Stewardship, State Street Global Advisors

12:40 – 13:40
Networking Luncheon
13:40 – 14:25
Is Your Board Ready for the Rise in ESG and Responsible Investing Strategies?

Historically at the board and management level, Environmental, Social & Governance oversight has been considered of secondary, or even tertiary, importance. But these proposals are taking on a greater urgency of late. Hot topics include board diversity and environmental impact reports. And some high-profile U.S. activists are setting up ESG funds as well, a move that indicates that this investment strategy may be a trend to stay. This panel will examine which ESG proposals are resonating with investors in Europe and the U.S.

Moderator: Lisa Botter, Assistant Managing Editor, The Deal
Panelist: Stefano Bacci, Partner & ESG Manager, Ambienta
Panelist: Véronique Bresson, Head of Corporate Governance, CIAM
Panelist: Patrick McHugh, Co-Founder and Senior Managing Director, Okapi Partners
Panelist: Michiel van Esch, Governance and Active Ownership Specialist, Robeco

14:25 – 14:55
Keynote Interview: A Conversation with Dame Inga Beale DBE, Former CEO of Lloyd’s of London

As the first female Chief Executive of Lloyd’s of London, Dame Inga played a critical role in advancing diversity and inclusion initiatives across the global insurance sector. During her five-year tenure, she was responsible for accelerating Lloyd’s modernisation, embedding an innovation culture, expanding the market’s global access across new, high-growth markets including China, Dubai, and India, and delivering Lloyd’s strongest capital position ever. Dame Inga will discuss her thoughts on how companies around the globe are competing in the governance front, she’ll explore the “behaviour” of companies in the EU and the struggle to crack the bad behaviour of executives, and she’ll give her thoughts on executive renumeration and caps on CEO pay.

Interviewer: Kumutha Ramanathan, Head of CEO Communications, IFS; Former Reporter & Producer, Bloomberg News
Speaker: Dame Inga Beale DBE, Former CEO of Lloyd’s of London

14:55 – 15:00
Closing Remarks
15:00 – 15:30
Networking and Afternoon Tea

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