Kellogg Corporate Governance Conference May 23-24, 2016 | Evanston, IL

Welcome Remarks and Opening Dinner
Atrium

Richard H. Lenny, co-chair, 2016 Kellogg Corporate Governance Conference; chairman, Information Resources, Inc.; and former chairman and CEO, The Hershey Company

Introduction of Keynote Speaker
Robert A. Eckert, co-chair, 2016 Kellogg Corporate Governance Conference and chairman emeritus, Mattel, Inc.

Keynote Address: Governance is a Team Sport
Jeanne P. Jackson, president, Product and Merchandising, Nike, Inc.; board member: McDonald’s Corporation and The Kraft Heinz Company

Closing Remarks
Robert A. Eckert

Welcome Remarks
McCormick Auditorium

Richard H. Lenny, co-chair, 2016 Kellogg Corporate Governance Conference; chairman, Information Resources, Inc.; and former chairman and CEO, The Hershey Company

Sally Blount, dean, Kellogg School of Management; board member, Abbott Laboratories

Panel: Board Succession Planning
McCormick Auditorium

The role of a board is to govern the enterprise in a fashion that responsibly meets the needs of all stakeholders...a rather "tall order" for the ten or so board members who meet four to eight times a year and are held fully accountable for that responsibility. Clearly, selecting the "right" board members to advance that journey with excellence is one of the keys to success.

Our panel of experts will opine on this challenge and offer practical thoughts on how to address it in today's dynamic governance environment.

MODERATOR
Douglas R. Conant, chairman, Kellogg Executive Leadership Institute; former CEO, Campbell Soup Company; former chairman, Avon Products

PANELISTS
George M. Anderson, leader, Board Effectiveness Services in North America, Spencer Stuart

Anne M. Mulcahy, chairman, Board of Trustees, Save the Children; board member: Johnson & Johnson, Target Corp., Graham Holdings Company and LPL Financial.; and former chairman and CEO, Xerox Corporation

Thomas J. Saporito, chairman and CEO, RHR International; board member: Mobley Group Pacific, Northwestern Human Service and Bayada Health Care

Proxy Advisory Firms: Friends or Foes?
McCormick Auditorium

AN INTERVIEW WITH:
Gary Retelny, president and CEO, Institutional Shareholder Services Inc. (ISS)

Proxy advisory firms have been gaining influence with large institutional investors. As such, they are being both praised and panned. To many investors, the information provided enables thoughtful consideration of a company's proxy statement and does so in an efficient manner. To others, this same information is viewed as superficial, formulaic and provides an "easy out" for those investors looking to others for guidance. As always, reality lies somewhere in the middle. As President and CEO of ISS, Gary Retelny is particularly well-suited to discuss the role of proxy advisory firms and how best to consider their value to the serious investor.

INTERVIEWER
Richard H. Lenny

Framing Remarks
McCormick Auditorium

Kevin Connelly, CEO, Spencer Stuart

AN INTERACTIVE CONVERSATION WITH:
Jeffrey W. Ubben, founder, CEO and chief investment officer, ValueAct Capital; board member: Willis Group Holdings plc, Twenty-First Century Fox, Inc.

In little more than a decade, activist investors have changed the investing landscape and the experience of Boards in nearly every industry. Jeff Ubben, Founder, CEO and Chief Investment Officer of ValueAct Capital, has been there since the early days, having a front row seat both as an activist investor and a Board Director. In this session, he'll talk about how he sees the activist movement evolving - where it's been and where it's going - as well as what he sees as the pros and cons activists have brought to the market.

MODERATOR
Sally Blount

The Changing Landscape of Corporate Governance and Its Impact on Directors

AN INTERACTIVE CONVERSATION WITH:
The Honorable Myron T. Steele, partner, Potter, Anderson & Corroon LLP; board member, The American College of Corporate Governance Counsel and former Chief Justice of the Supreme Court of Delaware

In their mission to deliver long term shareholder value, boards have always needed to apply good judgement and diligence in executing their governance responsibilities. But the actions required to meet these standards are rapidly evolving based both on new case law and the increasing threats and opportunities presented by new technologies and constituencies. The bar is going up again.

MODERATOR
Neil S. Novich, former chairman and CEO, Ryerson, Inc.; Director: W.W. Grainger, Inc.; Analog Devices; Hillenbrand and Beacon Roofing Supply. Also named to the National Association of Corporate Directors (NACD) “Directorship 100”

Governance View from the Top: Irene Rosenfeld
McCormick Auditorium

A CANDID CONVERSATION WITH:
Irene Rosenfeld, chairman and CEO, Mondelēz International

As CEO of Kraft and Mondelēz, Irene has led through acquisitions, splits, new board formation and activist engagements - all important topics for today’s boards and their advisors.

MODERATOR
Robert A. Eckert

Closing Remarks McCormick Auditorium

Robert A. Eckert

Optional Lunch
Atrium