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ICGN Frankfurt Conference Hosted by the Deutsche Börse in Partnership with Deutsches Aktieninstitut & Frankfurt Main Financ ICGN Frankfurt Conference Hosted by the Deutsche Börse in partnership with Deutsches Aktieninstitut & Frankfurt Main Finance German corporate governance in the context of global capital markets 7 - 8 March, 2016 Welcome Reception: Monday, 7 March 2016 17:30 – 19:30 Welcome Reception kindly sponsored by IVOX Glass Lewis Frank Klaas, Managing Director Global Public Affairs, Deutsche Börse, Germany Dr. Alexander Juschus, General Manager, IVOX GlassLewis, Germany Tuesday, 8 March 2016 07:30 – 09:00 Breakfast Networking 07:30 – 08.45 Breakfast Debate: Integrating environmental, social and governance factors for informed investment decision-making, hosted by Sustainalytics A growing number of institutional investors recognise that good governance and prudent management of an investment portfolio requires the consideration of a range of environmental, social and governance factors. This panel shares perspectives from some of Europe’s most influential investors already developing and implementing responsible investment strategies and ESG performance indicators. Andreas Feiner, Head of ESG Research and Advisory, Arabesque Asset Management, Germany Ian Horn, Credit Analyst, Muzinich & Co, UK Claudia Kruse, Managing Director Governance & Sustainability, APG Asset Management, Netherlands Chaired by Michael Jantzi, Chief Executive Officer, Sustainalytics, Canada PRIVATE Debate: Bridging the gap - enhancing dialogue between audit committees, investors and auditors to improve audit quality hosted by KPMG How can we strengthen the role of audit committees with respect to audit as envisaged in the EU audit reform? How do you define audit quality, how can quality be assessed and to what extent can audit committee’s influence it. How useful if the extended auditor report and how can communication between board and investors on such matters be improved? Ingmar Rega, Chief Performance Officer, KPMG, Germany 09:00 – 09:10 Conference Introduction Erik Breen, ICGN Chairman, Netherlands 09:10 – 09:30 Opening Address Dr. Joachim Faber, Chairman of the Supervisory Board of Deutsche Boerse AG, Member of the Board of Directors of Allianz France, Member of the Board of Directors of Coty Inc., New York, Member of the Board of Directors of HSBC Holding plc, London, Chairman of the Shareholders Committee of Joh. A. Benckiser SARL, Luxembourg and Member of the German Corporate Governance Code Commission, Germany 09:30 – 10:30 Plenary 1: Corporate culture and ethics as a means of mitigating governance failures and value destruction What are the early warning signs that can help detect flaws in ethical behaviour in the boardroom and beyond? To what extent is corporate culture corrupted by flawed incentives and how can this be mitigated? How can non-executive directors be assured they have access to the right information to do an effective job overseeing management? Can cultural and ethical factors be measured and monitored? Prof. Dr. Ann-Kristin Achleitner, Member of the Supervisory Board of Linde AG, Member of the Board of ENGIE and Member of German Corporate Governance Code Commission, Germany Arnaud de Bresson, Chief Executive Officer, Paris EUROPLACE, France Annachiara Svelto, Head of Corporate Affairs and Compliance, Pirelli, Italy Jens Wilhelm, Member of the Executive Board, Union Asset Management Holding AG, Germany Chaired by: Peter Montagnon, Associate Director, Institute of Business Ethics, UK 10:30 – 11:00 Refreshments 11:00 – 12:00 Plenary 2: The role and effectiveness of the Aufsichtsrat (Supervisory Board) and stakeholder inclusiveness How does the role of a German Supervisory Board director differ, or indeed align with, the role of the director on the unitary board in the UK, US or elsewhere in Europe? What are the limitations of the power or influence of the various board models? How should boards engage with shareholders and on what issues? What should we as shareholders expect of boards? Dr. Manfred Gentz, Chairman of the German Corporate Governance Code Commission, Germany Dr. Hans-Christoph Hirt, Executive Director, Hermes Equity Ownership Services Limited, UK Sir Michael Hodgkinson, Non-Executive Deputy Chairman, TUI AG, UK Dr. Lutz Raettig, Chairman, Morgan Stanley, Germany Chaired by: Dr. Florian Schilling, Managing Partner, Board Consultants International, Germany 12:00 – 13:15 Hosted Workshops 1. Integrated Reporting for effective transparency and strategic steering, hosted by Deutsche Börse Group Integrated Reporting has become the approach of choice for many enlightened companies, as part of modern reporting and communications. The disclosure of ecological, social and governance factors help to present a holistic view of long-term corporate value and performance. Key to the success of this approach is to report such information in a comprehensive and efficient way and this workshop will review existing standards, upcoming trends and best practices. Sabine Content, Deputy Director Corporate & Stakeholder Relations, Global Reporting Initiative, Germany Eugenia Unanyants-Jackson, Director, Senior Governance Specialist/ESG Analyst, Allianz Global Investors, Germany Dr. Matthias Schmidt, Relations Manager, International Integrated Reporting Council, Germany Chaired by: Kristina Jeromin, Head of Sustainability, Deutsche Börse Group, Germany 2. How transparency on corporate culture, behaviour and ethics can support sustained value creation, hosted by Mazars LLP Culture is rapidly moving to the top of the transparency agenda. It plays a key role in enhancing business performance, meeting compliance obligations and protecting reputation. What information on corporate culture, behaviour and ethics do investors value? How can transparency be improved to cater for these expectations? Is there more that auditors (internal and external) could do? Should more specific assurance be sought on risks and benefits? Prof. Melsa Ararat, Director, Sabanci University, Turkey Erik Breen, Chairman, ICGN and Manager SRI, Triodos Investment Management, Netherlands Dr. Hans-Christoph Hirt, Executive Director, Hermes Equity Ownership Services Limited, UK Paul Schneider, Head of Corporate Governance, Public Equities, Ontario Teachers' Pension Plan, Canada Chaired by: Anthony Carey, Partner, Mazars LLP 3. The role investors can play in ensuring corporate reporting meets their needs, hosted by KPMG The right operational performance measures can offer shareholders essential insight into key drivers of business value. Do they see value in assurance of the effectiveness of corporate governance measures and does that influence the value they place on the company? Do they feel more comfortable in investing in a company that can demonstrate adequate and effective measures to identify risk and demonstrate how they are addressing them? David Couldridge, ESG Analyst, Investec Asset Management, South Africa Drs. Angeli van Buren, Chairman, Audit & Reporting Committee, Eumedion & IIRC Council Member, Netherlands Robert Walker, Vice President, Ethical Funds & ESG Services, NEI Investments, Canada Chaired by: Jens C. Laue, Audit Partner & Head of Governance & Assurance, KPMG 4. How are German institutional investors integrating corporate governance into the investment process? hosted by MSCI German institutional investors are increasingly looking to integrate corporate governance factors within their investment process. In this session we will examine how leading German investors are using corporate governance data and research in their investment and engagement programs; what they view as the key issues for 2016; and whether they think the VW emissions scandal will lead to changed behaviour at management or supervisory boards at other German companies. Joanna Glögger, Portfolio Management Asset Allocation & Fixed Income, Metzler Asset Management, Germany Nicolas Huber, Head of Corporate Governance, DeAWM, Germany Ingo Speich, Head of Sustainability & Engagement, Senior Portfolio Manager, Union Invest, Germany Chaired by: Howard Sherman, Head of Corporate Governance Business Development, MSCI ESG Research, USA 5. Obtaining legal redress to encourage governance reform in investee companies, hosted by Pomerantz LLP The recently revised OECD principles recommend that shareholders should have the opportunity to obtain effective redress for violation of their rights. This is echoed in the ICGN’s Global Governance Principles which refers to legal redress as a last resort to address failing engagement. But how prevalent is the use of litigation in Europe? Can it be used to bring about practical governance changes? To what extent are shareholders obliged to consider such action as part of their fiduciary responsibilities? Charles Demoulin, Partner, Deminor Recovery Services, Belgium Philippe Desfossés, Chief Executive Officer, ERAFP, France Jeremy Lieberman, Attorney, Pomerantz LLP, USA Chaired by: Niels Lemmers, Public Affairs Director, Dutch Investors’ Association VEB & Director, European Investors’ Association IVZW, Netherlands 13:15 – 14:30 Lunch 14:30 – 15:30 Plenary 3: The impact of the Shareholder Rights Directive on investor stewardship obligations and companies The Shareholder Rights Directive aims to promote better engagement between companies and investors but what are the practical implications this presents? What does stewardship mean in a German context? Does Germany need a stewardship code? The Directive has raised questions of governance relating to differential voting rights and investor votes on related party transactions
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