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The Harvard Institutional Investors Conference

November 8-9, 2011

Agenda:

November 8, 2011

Harvard Faculty Club, 20 Quincy Street

  6:45-7:30 pm Cocktails
  7:30 pm Dinner

November 9, 2011

Cumnock 102, Harvard Business School

  8:00/8:15 am Shuttles from the Inn at Harvard (departing at 8:00 am) and Charles Hotel (departing at 8:15 am) to HBS
  8:30-9:00 am Registration and continental breakfast (outside classroom)
  9:00-9:30 am Keynote talk by Larry Summers
  9:45-11:00 am Session 1: Roundtable discussion on advisory votes on executive compensation – What happened in the 2011 proxy season under Dodd Frank

Subjects open for discussion in this session included (i) what decision-making process their institutions used to make say on pay voting choices during 2011, (ii) how to interpret the overwhelming support received for say on pay proposals in a vast majority of companies, (iii) how say on pay voting affected issuers’ decisions, the interaction between issuers and their shareholders, and other aspects of governance, and (iv) whether institutions, proxy advisors, and companies will/should approach say on pay votes differently in the future than during 2011.
  11:00-11:20 am Break (w/ coffee outside classroom)
  11:20 – 12:35 pm Session 2: Roundtable discussion on advisory votes on executive compensation ‐ What should be the criteria for such advisory votes going in the future

Subjects open for discussion in this session included (i) what weight should be given, and what criteria should be used, in investors’ evaluation of whether pay is adequately tied to performance, (ii) what weight should be given, and what criteria should be used, in investors’ evaluation of whether pay levels are adequately set, (iii) participants’ views on specific aspects of pay arrangements and design such as short-term incentive compensation, long-term incentive compensation, change-of-control arrangements, CEO pay relative to other named executives, claw-back and equity holding requirements, and benchmarking and peer comparisons, and (iv) what advisers, companies, and others may do to improve investors’ evaluation of pay arrangements.
  12:35-1:45 pm Buffet lunch (outside classroom)
  1:45-3:00 pm Session 3: Roundtable discussion on majority voting and withhold votes

Subjects open for discussion in this session included (i) the incidence of majority voting (which is much lower for companies outside the S&P 500 than inside it) and what institutional investors are/should be doing about it if anything, (ii) variants of majority voting (e.g., bylaws vs. policies, the presence or absence of discretion of the board to accept resignations), (iii) the tendency of boards not to accept resignations tendered by candidates receiving less than a majority of the votes cast, (iv) how institutions are/should be making decisions whether to withhold support from directors, and (v) the interaction of majority voting and other aspects of current corporate governance.
  3:00-3:20 pm Break (w/ coffee, outside classroom)
  3:20-4:35 pm Session 4: Roundtable discussion on the new requirements for reporting certain proxy votes to beneficiaries

Subjects open for discussion in this session included (i) whether or not the reporting requirements for mutual funds are beneficial for fund shareholders, (ii) whether other types of institutional investors should be required, or voluntarily elect, to disclose all of their proxy votes, (iii) how the disclosure of all proxy votes by mutual funds affect their voting decisions (if at all), and (iv) how the disclosure of all proxy votes by mutual funds is utilized by parties other than fund shareholders.
  4:40 pm Shuttle to Logan airport (at roundabout outside Spangler)

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