This session spotlights speakers from private companies whose boards have contributed to their success. They will describe practical steps they took to build their boards and how they managed the transition from a family/insider board to a professional board. Learn the nuts and bolts of their board journeys, including:

• what board structures they choose (advisory or fiduciary, fully or partially independent)
• how they find and compensate directors
• lessons they learned and how they adjusted to create high-functioning, strategic boards

Panelists:  Mary Andringa, Chair of the Board, Vermeer Corporation, Jim McHugh, board member, Southworth International Group, Inc., Kennebec Technologies

Moderator:  Greg Greenleaf, Partner, The Family Business Consulting Group

How can a board help the owners make hard decisions (such as closing a plant or parting ways with a longtime manager or family member)? What types of board discussions lead to strategic progress? What questions can independent directors ask to help the chairman or CEO? 

Takeaways:

• Sample questions independent directors can ask a chairman to get at the tough issues

• Best practices for board discussions that get to the heart of an issue vs. talking around it

• Process for follow-up to ensure these tough issues are addressed between board meetings

Interview with Lynn Clarke, Chairman of Nielsen-Massey Flavorings, Talalay Global Latex, and Board Member of Top Notch Distributors, visii.com and Abarta Coca-Cola Beverages.

Interviewed by Peter Begalla, Conference & Education Chairman, Private Company Director

Learn how having an advisory board of directors helped automotive products retail company Gold Eagle grow. Jason Downing, US Deloitte Private leader, will interview CEO Marc Blackman and board members Ryan Blackman and Barbara Ford about their experiences.

What are the right ingredients for a board meeting that results in progress at the company and leaves all participants feeling satisfied? What’s the secret sauce? What materials should be sent in advance — and how far in advance should they be sent? What’s the right order for the agenda items? What must occur at every meeting? How many breaks should be included? What should occur during committee reports and in the executive session?

Takeaways:

• Best practices for developing a board binder

• Most important items at the top of the board agenda

• Best practices for committee reports and exec session

• Tips on number of breaks, dinner the night before, opening the meeting to family observers

Led by Kristen Sullivan, Americas Region Sustainability Services Leader, Deloitte & Touche, LLP, Maureen Bujno, Managing Director, Deloitte Center for Board Effectiveness and Bob Rosone, Managing Director, Deloitte Private.

James Hunt, Chairman, Caesars Entertainment Corporation, and Director, Brown & Brown, Inc., Penn Mutual Life Insurance Co., The St, Joe Company; former EVP and CFO, Walt Disney Parks and Resorts Worldwide.

Interviewed by Robert H. Rock, Chairman, MLR Holdings, LLC

What’s at Risk for the Family and the Enterprise?

              Sara Hamilton and Robin Letchinger, Family Office Exchange

Liquidity Options for Shareholders

              Graham McConnell and Andrew Seski, Nth Round

Getting Family Buy-in on Upgrading the Board

              Debbie Bing and Caleb White, CFAR

Leadership and governance: The intersection of family and business strategy

              Frank Leggio, Deloitte

Incentive Compensation Strategies for Private Company Executives

Bertha Masuda, Susan Schroeder, Compensation Advisory Partners

Private Equity, Outside Financing and the Board

              Ilya Zogovic and Gregory Shalov, DBD Partners LLC

Moving from an Advisory to a Fiduciary Board 

              Amy Wirtz, The Family Business Consulting Group

How to Use Board Evaluations Effectively

              Dottie Schindlinger, Diligent

* Each breakout session is 45 minutes and all attendees will have the opportunity to participate in two sessions during the 90 minutes.

A board can help the CEO improve structures, systems and processes that in turn reduce strife in the family or ownership group. How, exactly, does that work? What are the lines a board shouldn’t cross? What can independent directors do to foster shareholder harmony that insiders can’t do? What are the most effective types of shareholder communications?

Takeaways:

• Independent directors can reinforce boundaries between board and family/owners’ council matters

• Independent directors can take the heat off the chairman/CEO by vetting tough decisions 

• Frequent communication is key to improved shareholder relations

This session offers tips on working with search firms, interviewing prospective directors and setting board compensation. How to choose which headhunter/search firm to find board members–different criteria for different firms. How do you separate the candidates who can truly help you from those whose primary goal is to raise their own profile? What qualities should you look for in a director, and what questions should you ask to determine if a candidate has those qualities? Where’s the fine line between a highly sought-after director and one who’s “overboarded”?

Takeaways:

• List of tips for working with a search firm

• List of questions to identify top candidates from self-promoters

• Red flags indicating that a director doesn’t really have time for your board

This session will address the special issues with being a Private Equity board member.  

Takeaways:

• How to add value, and manage investor expectations.
• How to represent management interests
• Where to find PE board seats.

Robert Jackson, Jr., Commissioner, US Securities and Exchange Commission

Interviewed by Eve Tahmincioglu, Executive Editor and Digital Director, Directors & Boards

An overview of Private Company Director‘s new national private board compensation survey findings and input from companies that pay directors well for their contributions. What’s considered a fair fee? Has compensation for private company directors gotten more competitive? How do you decide what’s the right pay for your company?

 Takeaways:

• Getting hard numbers and advice on how to attract the top directors with the right pay and beyond.

Speakers:  Dennis Cagan, Principal, Caganco; Bertha Masuda, Partner, Compensation Advisory Partners

Moderator:  David Shaw, Editor & Publishing Director, Directors & Boards and Private Company Director magazines