21679.003 Chief legal Officer Exchange DEL Brochure

813-658-2539 l [email protected] l WWW.CHIEFLEGALOFFICEREXCHANGE.COM

D E L E G AT E SI N F O R M AT I O N PA C K

D E V E L O P E D B Y

@IQPCNAExchange IQPC Exchange USA IQPC Exchange USAIQPC Exchange

MARCH 8-10, 2015 l A R I Z O N A

MARCH 8-10, 2015ARIZONA


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Attendance is exclusive - Participation is strictly limited to senior executives from leadingCorporations to facilitate true peer-level networking for our delegation and speakers.

Strategic conference sessions - The intellectual content of the conference agenda is specifically designed for the seniority and maturity of the participants and has been developed following 9 months of in-depth research.

Maximizing your time out of office by customizing your own itinerary. Select the conference sessions, BrainWeave® discussions, and business meetings that match your initiatives and current business needs ensuring you have full control of your time at the Exchange.

Unsurpassed formal and informal networking opportunities to share and exchange ideas and concepts.

One-on-one business meetings – The business meetings provide an exceptional opportunity for event participants to assess the latest solutions and services that are available to help them achieve their business objectives.

This dynamic event has been designed with you – the Chief Legal Officer or General Counsel – in mind. During this intimate, three-day forum, corporate executives will gain valuable insights to ensure their maximum leadership capabilities by learning about some of the most challenging legal areas in the public eye today.

The Chief Legal Officer Exchange is the premier event for Chief Legal Officer’s for F1000 companies who are responsible for driving strategic growth and global compliance across their organizations. The agenda is focused on major themes animating conversations today with particular emphasis on the continued cybersecurity failures of organizations and the impact on the legal function post breach both in terms of investigations and defending the company, executive officers and Board from lawsuits and shareholder action as well as governance going forward because it was governance and compliance failures which created the conditions for the breaches.

The cybersecurity attacks and breaches over the past 24 months have reached a new threshold, particularly with the Target case, but they also include Wyndam, EBay, JP Morgan, AB Acquisitions, Dairy Queen, Apple (icloud), and Home Depot. The Target case appropriately cost the CIO his job, the CEO was forced to resign and there were recommendations to cast out 70% of the Board for failure to manage risk and protect Target from such a breach, all at a cost no doubt larger than the cost of a CSO or CISO and an appropriately funded team. The JP Morgan breach exposed records of nearly 25% of the US population and 7 million businesses. Home Depot and for that matter any company going forward will carry an extraordinary burden because of what happened earlier with Target and the current cybercrime and cybersecurity trend line. Nothing less than an aggressive cybersecurity posture, and aggressive enterprise security governance and compliance will suffice to defend the organization post incident and anything less will be seen as willful negligence. The by now famous Home Depot defense and disregard for cybersecurity quote of “We sell hammers” will not protect the organization.

While I don’t want to be seen as over-emphasizing enterprise security and the right governance to lead it, I don’t think it can be under-estimated or equivocated. In fact, that is arguably why it is so important. So much of it is so easy to fix before problems arise and save the organization years of litigation and hard and soft costs at a time when legal budgets are static or decreasing, not to mention opportunity costs. What else could the company have done with the time and money spent on such litigation if it had a different enterprise governance and security culture?

The Chief Legal Officer Exchange provides one of the most credible forums for CLO’s to share ideas and the real world solutions to many of the challenges that they are facing. The Exchange will be delivered in a format that is wholly conducive to peer-to-peer networking and provides opportunities to learn best practices through interactive sessions, listen to in-depth case studies from leading solution providers, and attend one-on-one business meetings.

Contact us today to learn how you may participate in this dynamic executive level exchange. I look forward to hearing from you!

Bryan St. LaurentProgram Director

Top Reasons To Attend

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““Genuinely one of the best conferences I have attended for corporate leaders in the compliance and legal field.”

Capital Health System - VP & General Counsel

Welcome to the Chief Legal Officer Exchange 2015



LEE CHENG

Chief Legal Officer, SVP of Corporate Development and Corporate Secretary - Newegg

KENNETH FEINBERG

Administrator GM Ignition Switch Compensation FundFeinbergRozen

FRANK STEEVES

Executive Vice President, General Counsel and SecretaryEmerson

DAVID ROWAN

Chief Legal OfficerCleveland Clinic

MARK SCHULTZ

Executive Vice PresidentGeneral CounselSAIC

ROBERT MACKLIN

Vice President, Associate General CounselHill-Rom Holdings

Leading Case Studies, Discussions & Debates Presented By:

OUR ESTEEMED MEDIA PARTNERS INCLUDE



The highly crafted conference sessions reflect the strategic issues that senior technology and administration executives have identified as priorities during our lengthy research process. You will choose from a selection of plenary and concurrent sessions covering a myriad of issues that will create the foundation of your agenda. Session formats include: co-presented case studies, panel discussions, case reviews, roundtable discussions and interactive debates.

A MasterClass is an in-depth discussion led by a solution provider. The delivery format is flexible in that the solution provider may use a case study or present with a client to “bring the content to life”. We discourage heavy PowerPoint presentations as these take away from the level of interaction that is achieved with a case study or client.

Our signature BrainWeave® sessions encourage discussion, debate and learning in an unscripted and informal setting. You can choose to participate in these interactive roundtable style sessions on topics which are top of mind issues. You will be able to select from four possible BrainWeave® topics which will be incorporated into your personal itinerary. These sixty minute discussions will be moderated to ensure that the discussions stay on-course and deliver maximum benefit to you. Ask questions, share experiences and ideas and find the right answers to your immediate concerns.

An integral part of your agenda is the one-on-one business meetings with leading solution providers. When you register for the Chief Legal Officer Exchange, you will be asked to identify the solutions and services you are currently considering, so we can invite leading experts to the exchange who will fit your business needs. This unique aspect of the Chief Legal Officer Exchange is that it serves to simplify the process for sourcing new solutions, enable you to discover strategies that are working for others and offer you early previews of emerging technologies.

Prior to the exchange, you will be able to assess the solution providers who will be attending and select those who offer products and services that match your initiatives and priorities.

Your selections are then incorporated into your customized agenda. These private, 30 minute one-on-one meetings give you the opportunity to hear from leading specialists, whose industry knowledge and experience enable them to make a valuable contribution to the requirements of your business. They offer objective, flexible, and relevant strategies for success.

Conference Sessions

MasterClass

BrainWeave®

One-on-One Business Meetings

The Exchange Unlike Any Other Conference



We qualify all attendees on job function, strategic responsibility, and budgeting authority to ensure you’re guaranteed to meet and engage with an elite group within the Legal industry. Every attendee must answer ‘yes’ to the following criteria in order to gain an invitation:

Who Qualifies To Attend

To ensure the Chief Legal Office Exchange offers the highest degree of relevancy for attendees, only senior Legal executives responsible for providing strategic leadership and guidance within their organizations are invited. This exclusive format allows you to connect with those peers whose insights you respect most – through exceptional networking, business meetings, and strategic information sessions.

Who You Will Meet

Attendees at Past Chief Legal Officer Exchanges Included:

Some of our past attendees represented:

813-658-2510 l [email protected] l WWW.DATAANALYTICS-EXCHANGE.COM

Qualifying criteria

Is your company’s annual revenue $1 billion or above?• Do you sit in the C-suite or report directly to the C-suite?• Do you control where Legal budget is spent?• Do you manage corporate strategy at the regional, divisional or group level?

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Chief Legal Officers General Counsels

Your Registration Includes

Access to the secure Exchange pre-event website to customize your schedule during the Exchange

Selection of executive roundtables, keynote presentations and conference sessions

Selection of one-to-one business meetings with service providers

Breakfast, lunch and refreshments

Gala Welcome Dinner on Day 1 and Networking Dinner on Day 2

Personal copy of the event catalogue, including participant details and speaker documentation

Exchange Operations Manager dedicated to pre-event, on-site and post-event assistance

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Venue & AccommodationA R I Z O N A , U SAll IQPC Exchange venues are carefully selected to maximize the value of the exchange to our participants. We choose venues that encourage high-level thinking in a relaxed atmosphere to ensure you get the most out of your time away from the office. Details on city and venue will follow soon.

The Chief Legal Officer Exchange doesn’t just provide you with a once-a-year opportunity to meet with your peers. Through a range of online channels we’re delighted to be able to facilitate all year round learning and networking for the global legal community. Stay connected

through Twitter, YouTube, LinkedIn, Facebook, and our online resource library, to get the latest new, event updates, exclusive videos, whitepapers and more!

Keep Connected With Us!

IQPC Exchange USA@IQPCNAExchange IQPC Exchange USAIQPC Exchange

Sunday, March 8, 2015 – Day One1100 AM12:00 PM

1:00 PM

1:15 PM

1:45 PM

Registration

Orientation

Open Forum

Chairperson’s Remarks

1:50 PM Opening Keynote AddressThe Chief Legal Officer’s role in Cyber Security and Enterprise Risk There is not a day that goes by anymore without the latest revelation of a major enterprise breach or cybersecurity risk failure and an amazingly high enough number of cybersecurity professionals don’t even believe that a breach or failure can even be prevented, certainly not without proactive countermeasures. Most recent companies that have had issues are: Target, Wyndam, EBay, JP Morgan, AB Acquisitions, Dairy Queen, Apple (icloud), Home Depot and there are more sure to come. So the question is “when” will your company make the news for its compliance failure or breach, because it’s yet to be proven that it’s a matter of “if.”

Your cybersecurity colleagues (CIO, CISO, etc.,) don’t believe that they can ultimately prevent that lapse or attack without an aggressive proactive counter measures oriented posture. So, how can and do you support that approach to cybersecurity and enterprise risk? The Target case provided a new threshold for cybersecurity and enterprise risk because the consequences went all the way to the CEO and the company now faces years of litigation. The Target breach has led to approximately 30 bank cases, more than 80 consumer cases and four shareholder cases, all of which have been consolidated into one multidistrict litigation proceeding as well as recommendations to cast our 7 of the 10 Board members for failure to manage risk and protect Target from such a breach, all at a cost no doubt larger than the cost of a CSO or CISO and an appropriately funded team. One has to wonder, was the lack of such a role (and team and budget) identified by anyone as an enterprise risk? Who knew and didn’t know, what was recommended? What was denied? What came across the CLO’s desk?

Regulatory scrutiny is increasing from the SEC, FTC, FCC, FDA not to mention state and national data and privacy laws.

This session will review :

important legal standards and trends in cybersecurity litigation: increased scrutiny of disclosuresGuidance: cybersecurity and corporate governance



Sunday, March 8, 2015 – Day One

3:00 PM

3:30 PM

Business Meetings 1

Business Meetings 2

2:25 PM Panel SessionThe Chief Legal Officer, The Chief Information Security Officer, and the VP of Supply ChainThe Target breach originated with an intrusion into its systems with network credentials stolen from a third party vendor, and HVAC subcontractor no less. This session feature will feature a frank discussion from a Chief Legal Officer perspective, a Chief Security Officer or Chief Information Security Officer (CSO, CISO) perspective, and a VP of Supply Chain perspective on roles, re-sponsibilities, policies, implemenations, risk management, coordinations and communications to the C Suite with the goal being proactive enterprise risk management and answering the question: What will it take to make the Target case (and now Home Depot) a thing of the past?

4:15 PM

Managing the Onslaught of Compliance Burdens Throughout the Enterprise

The cost of compliance is going through the roof with estimates for US businesses ranging from 2-3 trillion dollars annually. Companies complain of ‘government intrusion’ and government agencies and the public complain of “regulatory capture.” Either way it’s a massive fluid undertaking on a global level.

This session will review successful approaches that should include or offer: • Integration of disparate compliance processes and sources of information, providing users with a single portal for completing work. • Test-once, comply-to-many. Efficiencies gained through asking a single question and using the results to demonstrate compliance with multiple regulations. • Automation of workflow, risk-based scoping, data collection, assessment scoring, findings generation and notifications, significantly reducing the administrative burden. • Ability to roll up compliance results to policies, controls, regulations, business units and divisions. • Rapid return on your investment that you can implement out-of-the-box or tailor to your needs.

FCPA controls in Gifts, Travel and Entertainment

For easily the past 4000 years gifts have been dominant expressions of gratitude and generosity across every culture, but they are now on the verge of being rendered extinct from civil society because of their role when offered to seek influence or favour in business. Recent FCPA enforcement actions have involved no less than flowers, cigarettes, bottles of wine; karaoke bars; and tea sets.

This session will review best practices for Gifts, Travel and Entertainment as part of your overall FCPA Compliance.

MASTERCLASS MASTERCLASS



Sunday, March 8, 2015 – Day One

5:00 PM

Managing Risk in M&A’s

This interactive session will provide an opportunity for discussion around managing risk in M&A’s by focusing on the following: • What is the target company’s existing risk management infrastructure?

• What is the ability of the target company’s business to withstand unexpected economic pressures?

• How thoroughly has the acquiring company’s management reviewed the risks affecting the target’s business?

• What are the potential pressures on various types of expected synergies?

• It is said that 50% of M&A’s fail, largely due to ‘soft’ business issues stemming from culture, leadership, integration and more –all areas of the HR function; How do you address this from the beginning?

And more.

Female CLO’s in Male-Dominated C Suites

Female Chief Legal Officer’s had said the fellow women have been their best advocates and their worst enemies, which is perhaps what any male should say as well. What female CLO’s have also expressed is that their best environments have been those in which they are surrounded by highly talented and appreciated people, and their worst environments were where that was not the case.

Today women are leading the legal departments of approximately 21% of the F500 while women comprise almost 50% of law school graduates, so there is a gap. The question is, is it closing?Interests in diversity can lead an organization to hire a female GC. Comparatively there are much lower percentages of female CEO’s (4%), and CFO’s (11%); so people have posed the question, is the GC job women’s work when they hold GC roles at double to 5x the rate for other executives? This session will provide a platform for discussion of this dynamic in the GC role and data on the performance of organizations with greater equity and diversity in executive roles that shows gender-balanced boards perform better. Shareholders like them. Consumers reward them. They are better governed and less susceptible to fraud.

BRAINWEAVE BRAINWEAVE

6:00 PM

6:30 PM

7:00 PM

7:30 PM

Business Meetings 3

Business Meetings 4

Business Meetings 5

Reception

Dinner8:00 PM

Monday, March 9, 2015 – Day Two7:30 AM

8:30 AM

Breakfast

Chairperson’s Opening Remarks and Recap of Day One

8:35 AM SessionBest Practices for Managing Global Ethics & Compliance ProgramsRegretfully Walmart stated in May 2014 that it has spent $439 million to investigate the possible payment of $24 million+ in foreign bribes in Mexico in 2011. The probe expanded to China, India and Brazil in 2012 and is still on going. In 2008, Siemens AG, Europe’s largest engineering company, agreed to pay $800 million to the U.S. and $814 million to German authorities as part of a crackdown on bribery. During the course of that probe, Siemens spent $1 billion on attorneys and accountants and its internal controls. From the outside looking in, one can wonder what the intended ROI was from the troublesome actions? What it worth it? Perhaps more im-portantly, what were the cultural and business drivers for the purchased influences? Is it possible to conduct competitive business otherwise?This session will not only review best practices for managing global Ethics & Compliance programs, but also focus on proactive, pre-emptive postures that will allow the enterprise to capture and remediate problems early and reduce the overall exposure of the company to massive problems such as these that eat opportunity costs on top of the direct costs.



Monday, March 9, 2015 – Day Two

10:05 AM

10:35 AM

Business Meetings 6

Break

9:05 AM Roundtables

A: Integrating Anti-Corruption ProgramsB: Third Party Due DiligenceC: Contract Management PlatformsD: Management Reporting to the C-Suite & BoardE: Career Management; Promotions in a Flat Department

10:50 AM

Legal Risk Management in Social Media and Mobile: Protecting the Brand

The exponential growth of social media and mobile devices is creating a new landscape and greater risk to the corporate brand than ever existed. There is no longer three channels of mass media distribution. A single person can post a challenging tweet or facebook comment that can go viral in hours and wrap around the world in a day with far reaching consequences.

This session will focus on effective ways to react and leverage social media to protect the brand as well as emerging technologies to monitor channels in real time.

You’re Required to Work with a Corporate Monitor, What Now?

The Justice Department and various US Attorneys’ offices have entered into more than 200 “deferred prosecution” or “non-prosecution” agreements (DPAs and NPAs) in the last ten years. Corporate Monitors are required in one of every three DPAs between companies and the government. What happens when you are required to engage a corporate monitor because of a compliance failure? This session will examine issues such as:• How to select and work well with a corporate monitor• Examine federal agency trends• How to make the engagement successful according to the organization, the monitor and the government• Identify and understand employee behaviors that affect and improve risk detection, the flow of information and decision-making• Create a strong and long-lasting culture of abiding by laws and regulations which can provide higher shareholder returns


11:50 AM SessionDoing Business Overseas: Advanced Legal Issues with Managing International SubsidiariesUnderstanding the exposures presented by each country in which a company operates can be daunting. From language barriers to local politics, the vast amount of liability exposures faced by companies doing international business cannot be overlooked. This session will examine advanced issues that United States companies face when managing legal operations abroad or when they have subsidiaries operating in foreign jurisdictions. A number of issues facing counsel will be discussed, including:

• The intersection of Sarbanes-Oxley, FCPA, Dodd-Frank and the UK Bribery Act• Mastering negotiating tactics when dealing with regulatory authorities• Understanding and monitoring local laws to ensure effortless transactions• Employing the appropriate individuals so as to create the perfect international team – hiring local counsel/consultants• Examining the China business updates so as to maximize the best deals• Deciphering contract law principles in Europe so you can fine-tune those deals• Considering tax & insurance issues when expanding into new countries

12:25 PM

12:55 PM

Business Meetings 7

Lunch



Monday, March 9, 2015 – Day Two1:55 PM Session

Forthcoming Enterprise Risks and Pre-emptive StrategiesAccording to a recent major global survey of C-level executives, board members and risk executives, the top enterprise risks iden-tified for concern over the next 2-3 years are:

• Reputational Risk• Disruptions to their business model itself

Technology is the driver for most risk. More than half stated that technology enablers and disrupters are emerging that could threaten established business models.

The top five technology derived threats are: • Social Media• Data Mining and Analytics• Mobile Applications• Cloud Computing• Cybersecurity (even though this is associated with all four of the above)

How prepared is your organization for the full scope of risks in any of these areas? What is the nature of your governance and com-pliance in all areas realizing that compliance is and always has been a minimum threshold to be achieved. What are you doing in model risk management, meaning risk management applied to all modeling of financial and other business processes? Multiple regulators are making model risk management mandatory, including requirements under Solvency II, Basel 3, and Dodd-Frank. Additionally, regulators, including the OCC, Federal Reserve, and PRA are requiring firms to demonstrate evidence of controls and governance for models themselves.

2:25 PM

International Best Practices on Compliance and Transactional Matters: Your Global Trade Risk Management Strategy

This session will cover best practices and challenges to international due diligence processes, Export Management and Compliance, and FCPA Compliance programs for incorporation into your overall strategy and business development pipelines.

Understanding new technology & work environments

Email, Fax, Word and Excel are not the cutting edge of workplace technologies any more. Scores of new technologies are emerging to increase efficiencies across the enterprise, improve work-life balance and ultimately the deliverables for the Legal department.

Counsel’s need to be up-to-date on technology developments to improve their personal and professional lives, and, not the least, to be able to properly advise their clients if and when and how laws apply to them in the conduct of business, how the technologies can positively or negatively affect business strategy and operations in the social mobile world in which we live. If Counsel doesn’t understand the use and ramifications of a technology, how can Counsel advise their clients?


3:25 PM

3:55 PM

4:25 PM

Business Meetings 8

Business Meetings 9

Break



Monday, March 9, 2015 – Day Two

5:15 PM

Improving Cost Management with Outside Counsel

This session will focus on best practices for increasing the value while reducing the costs associated with outside counsel by reviewing:

• Project Management• Rules of engagement• Billing guidelines• Performance evaluation• Budget tracking, and more

Can Your Internal Workplace Investigations Withstand Scrutiny?

In January 2014, a nearly $1.5 million verdict was awarded to an employee who claimed age discrimination with respect to his termination. A key event in the litigation was the employee’s motion to preclude evidence of the employer’s internal investigation into the internal complaint as being prejudicial, among other objections. The Connecticut District Court agreed.

The Court found that the investigation was, to put it diplomatically, one-sided. By reviewing only the bases of the termination decision without addressing other allegations and perspectives, the Court found that the probative value of the investigation outweighed the prejudicial effect. Therefore, the employee’s attempt to keep the report out of evidence not only worked, but cleared the way for a large verdict in the employee’s favor.

This “David vs. Goliath” case has drawn solid media coverage and pleadings. In short, the value of solid investigations often turns on the expertise of the investigators.

MASTER CLASS MASTER CLASS

6:00 PM

6:30 PM

7:00 PM

7:30 PM

Business Meetings 10


Reception

Dinner



Tuesday, March 10, 2015 – Day Three7:30 AM

9:25 AM

10:30 AM

12:00 PM

8:45 AM

10:00 AM

Breakfast


Chairman Opening


Break

Boxed Lunch / Close of Event

8:50 AM

11:00 AM

SessionCurrent Trends In Labor & Employment Law: Regulatory Issues and the Threats of Class Action

• Discrimination on the basis of disability, especially mental disability• Joint Employer Risk as a result of recent McDonald’s, USA, LLC decision• Stepped up activity by the federal employment regulatory agencies, including the Department of Labor, the OFCCP, the EEOC, and the NLRB• Dramatic increase in private wage and hour litigation under the FLSA and state laws• Discovery problems for the courts involving the discovery and disclosure of emails and defendants’ obligations to troll for rel evant -- but not privileged -- e-mails• New liability issues arising from employee use of social media both in the workplace and in non-work venues, from employers’ invasion of privacy, and from employees’ criticism of their employers on Facebook and Twitter

Panel SessionLegal Leadership: Corporate Stagnation and Innovation in the Legal Role

Are you currently your best self? Are you the best that you can be? Are you surrounded by the talent and leadership that you want? Or, are you losing your self and work/life balance in your current practice? Are you operating the way Counsel’s have done for the past 20 years because that is how its done? The world is changing all around us, are you? What capacities for innovation does your current role and organization offer? Are there barriers to innovation, and what are they? Do you need someone’s per-mission to do something differently? Why? Are you paralyzed by the culture and politics of your organization?

This session will focus on Legal Leadership and Innovation in the Legal role with particular attention on culture, talent, organiza-tional fit, and career choice; after all, it is your future.

Nishat Ruiter, VP & AGC, CA, Inc

Documents

21679.003 Chief legal Officer Exchange DEL Brochure