Governance & Remuneration Forum 9 Thursday, 5 March 2015 12.00pm - 6.00pm Melbourne Registration & Light Lunch: 12.00 pm - 1.00 pm Forum: 1.00 pm - 5.15 pm Networking Refreshments: 5.15 pm - 6.00 pm Program Subject to Change
CGI Glass Lewis is Australia s leading provider of independent proxy advisory services, having serviced local institutional clients since its inception in 1994. Today CGI s Australian clients oversee in excess of AUD$1 trillion in assets under management, and include the majority of the largest superfunds and fund managers. CGI is a wholly-owned subsidiary of Glass, Lewis & Co., which currently provides proxy research and vote agency services to over 900 institutions that collectively manage more than US$25 trillion in assets. Glass Lewis publishes research on more than 23,000 companies in approximately 100 countries, and CGI has sole responsibility within Glass Lewis for providing coverage of entities listed on the Australian, New Zealand and South African stock exchanges for Glass Lewis clients around the world. CGI Glass Lewis: Aaron Bertinetti & Daniel J Smith Suite 8.01, Level 8, 261 George Street Sydney, NSW 2000 Telephone: 02 9299 9266 kturner@cgiglasslewis.com http://www.glasslewis.com Glass Lewis: KT Rabin 1 Sansome Street, Suite 3300 San Francisco, CA 94104 Telephone: +1 415 678 4110 info@glasslewis.com http://www.glasslewis.com Guerdon Associates is Australia s leading independent board and executive remuneration and board governance consulting firm. Active clients include over 25% of the ASX50, as well as a good proportion of other ASX300 listed and unlisted companies. Advice is provided on board fees, director and executive remuneration, performance measurement and monitoring, board evaluation, board renewal, and associated investor and executive engagement. Michael Robinson Level 7, 261 George Street Sydney, NSW 2000 Telephone: 02 9270 2900 michael.robinson@guerdonassociates.com http://www.guerdonassociates.com/ Ewan Taylor Level 3, 454 Collins Street Melbourne, VIC 3000 Telephone: 03 9600 0295 ewan.taylor@guerdonassociates.com http://www.guerdonassociates.com/ 2
Sponsors CGI Glass Lewis, proxy advisors to institutional investors Guerdon Associates, remuneration and governance advisors to boards Host Allens, lawyers Themes Trends and thinking in regard to directors duties and the impact this is having Proposed equity plan taxation changes, and their impact on director, executive and employee remuneration frameworks Diversity to meet significant strategic threats and opportunities, especially in regards to technology and market reach An overview of CGI Glass Lewis' voting recommendations and rationale, as well as 2014 proxy voting outcomes/trends The costs and benefits of executive remuneration incentives that are either all short-term or all long-term Objectives For corporates: Better understand and effectively manage remuneration and governance issues with institutional shareholder support For institutions: Gain insight into, and influence over, governance structures/policies, board renewal andexecutive remuneration for better alignment with shareholder interests For regulators: Ensure compliance burdens facilitate better and cost effective governance Rules As in the previous Forums, members of the media will not be present and the Chatham House Rule will apply. 3
Time Session Who 12.00 pm to 1.00 pm Registration & light lunch 1.00 pm to 1.10 pm Welcome & opening address Aaron Bertinetti, General Manager, CGI Glass Lewis 1.10 pm to 1.30 pm Enriching shareholder and corporate engagement through transparent, non-biased technology. Jeff Tha, CEO, Meetyl (A Glass Lewis Company) 1.30 pm to 1.50 pm Trends and directions in the role of the director, and its impact Paul Quinn, Victoria Practice Director, Allens 1.50 pm to 2.50 pm Michael Robinson Director, Guerdon Associates New equity plan taxation and its impact on director, executive and employee remuneration Followed by interactive discussion. Daniel J Smith, Director, CGI Glass Lewis Shaun Manuell, Senior Portfolio Manager, Australian Super Donal O Dwyer, Chairman, Atcor Medical, NED, Cochlear and Mesoblast TBA, company director 2.50 pm to 3.10 pm Afternoon Tea 4
Time Session Who 3.10 pm to 3.25 pm Overview of CGI Glass Lewis' voting recommendations and rationale, as well as 2014 proxy voting outcomes and trends. Daniel J Smith, Director, CGI Glass Lewis 3.25 pm to 4.25 pm Aaron Bertinetti Director, CGI Glass Lewis Strategic threats and opportunities for board diversification Followed by interactive discussion TBA, institutional investor Pru Bennett, Director & Head of Asia Pacific Corporate Governance and Responsible Investment, BlackRock Christine McLoughlin, NED Spark Infrastructure, NIB and Suncorp Charles Sitch, NED, Spark New Zealand 4.25 pm to 5.05 pm Jana Jevcakova CGI Glass Lewis Long term incentives are either wasteful or the only way to pay a debate Neil Hamilton, Chairman, Oz Minerals, NED Metcash Colin Carter, NED, Lend Lease and SEEK 5.05 pm to 5.15 pm Closing Remarks Michael Robinson, Director, Guerdon Associates 5.15 pm to 6.00 pm Networking Refreshments 5