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Roundtable discussion of what should be disclosed by a corporate board
Charles Elson, seen here at an earlier Weinberg Center discussion, will moderate the panel on corporate boards.

Oct. 24: Corporate boards and disclosure

Photo by Evan Krape

Experts to explore board’s role in telling company’s story

A roundtable of experts will discuss the recent increase in attention — from regulators, shareholders and others — on the role of the board of directors in telling a company’s story through disclosure oversight and engagement.

The program will take place from 9:30 a.m. to 1 p.m., Tuesday, Oct. 24, at the University of Delaware’s Newark campus. Titled “Telling Your Company’s Story: The Board’s Role in Disclosure,” the discussion will be held in Gore Recital Hall of the Roselle Center for the Arts.

The program is co-hosted by UD’s John L. Weinberg Center for Corporate Governance and the Center for Audit Quality, a nonpartisan, nonprofit public policy organization.

Attendance is free of charge, but seating is limited, and those planning to attend should register by Oct. 13 at this website.

While the Securities and Exchange Commission’s (SEC) recent focus on non-GAAP (generally accepted accounting principles) measures has attracted attention in the boardroom, it is only one example of increased attention from regulators and others, including shareholders, on the board’s role in telling a company’s story through disclosure oversight and engagement. The panel will explore such topics as legal boundaries for directors, board best practices in the oversight of disclosure, the investor perspective and SEC disclosure effectiveness.

Panelists are likely to address questions including: What is the fiduciary duty of the board in the oversight of disclosure? How and when does the board get involved? What do shareholders want to see from boards? Has the increase in investor and director engagement affected disclosure? What are the new administration’s priorities?

The participants will include:

• Eileen R. Cohen, managing director, US equity, JPMorgan Asset Management;

• Robert Evans III, deputy director (legal and regulatory policy), Division of Corporation Finance, Securities and Exchange Commission; 

• Margaret M. (Peggy) Foran, chair of the Occidental Petroleum Compensation Committee and chief governance officer, senior vice president and corporate secretary of Prudential Financial Inc.;

• Cynthia M. Fornelli, executive director, Center for Audit Quality;

• Douglas L. Maine, limited partner and senior adviser for Brown Brothers Harriman and Co.; director, Audit Committee chair and member of the N&G Committee, BroadSoft Inc.; and director and member of the Audit and N&G committees, Albemarle Inc.;

• The Honorable John W. Noble, partner, Morris James LLP and former vice chancellor, Delaware Court of Chancery;

• Sharon A. Virag, vice president, controller and chief accounting officer, Aetna; and

• John W. White, partner, corporate department, and chair of corporate governance and board advisory practice, Cravath Swaine and Moore LLP.

The discussion will be moderated by Charles M. Elson, director of the Weinberg Center, Edgar S. Woolard Chair in Corporate Governance and professor of finance at UD.

For those attending the program, there will be a complimentary lunch, and CPE and Delaware CLE credits will be available.

For questions or additional information about the event, contact Brittani Johnson, marketing manager at the Center for Audit Quality, at bjohnson@thecaq.org or Louisa Cresson, research adviser at the John L. Weinberg Center, at lcresson@udel.edu. More information is also available at the Weinberg Center website.


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