2014 Current Best Practices for Public Company Management

Why Should You Attend:

With SOX, Dodd-Frank and the slew of other regulatory impositions, as well as recent shareholder activism, Boards of Directors need to know what they are doing to avoid both reputational and financial liability. Senior management need to know how to relate to their boards and the accepted relationship between management and the board. Failure to respect these regulatory requirements and shareholder positions can lead to shareholder litigation, reputational harm and financial liability.

This webinar will focus on current best practices for senior management on the issues of SEC and exchange positions on independent boards, ISS and other shareholder advisories, financial liability of the Board and much more.

Areas Covered in the Webinar:

• SEC/Exchange positions on independent boards
• Say on Pay regulation
• ISS and other shareholder advisories and what they mean to the Board
• Shareholder derivative liability
• Financial liability of the Board

Who Will Benefit:

• Company Directors
• CEO’s
• CFO’s
• COO’s
• General Counsel
• Company Secretaries
• Risk Officers
• Internal Auditors
• Operational Risk Managers
• Staff with roles and responsibilities in corporate governance, in risk management departments.

Instructor Profile:

Barth F. Aaron, is currently a consultant to the gaming industry, with a concentration in regulatory compliance and licensing as well as corporate governance and administration. Barth has been a practicing attorney for over 35 years with over 25 years’ experience in the gaming industry. Currently a resident of Reno, Nevada, he has served as Secretary and General Counsel for Full House Resorts, Inc., a gaming operator and management company. Barth served in similar positions at Aristocrat, Inc., the US subsidiary of the Australian slot manufacturer, and Vision Gaming & Technology, Inc., an innovator of gaming machine software and hardware. He also was Corporate Director of Regulatory Compliance and Risk Management for Penn National Gaming, Inc. creating its regulatory compliance program. Barth started in the gaming business as a Deputy Attorney General with the New Jersey Division of Gaming Enforcement and has represented most of the major US equipment manufacturers and suppliers while in private practice in Atlantic City. Barth has been a panelist at the ABA’s Gaming Law Minefield and US Online Gaming Law programs and has served as a moderator for speaking panels at G2E and the Southern Gaming Summit. Barth is a member of the International Association of Gaming Advisors and the International Masters of Gaming Law, an invitation-only membership organization recognized for their knowledge and expertise in gaming. He is admitted to practice law in Nevada, New Jersey and New York.

Topic Background:

In response to the Enron disaster and similar publication of financial mismanagement, in 2002, Congress enacted the Sarbanes-Oxley Act. Named for its two sponsors, the Act imposes requirements on publicly traded companies to honestly report the financial condition in required periodic reports. Some requirements are mundane, such as the Chief Executive Officer and Chief Financial Officer being required to sign, and thus vouch for, the financial report. Others are more complex and costly, such as the requirement of a valid system of internal financial controls to ensure the proper reporting of financial condition and transactions with a concomitant requirement of internal verification of the controls as well as verification by the company’s independent auditor.

While companies were still getting used to SOX compliance, the recession of 2007 hit the economy. Congress’ reaction to that financial disaster was enactment of the Dodd–Frank Wall Street Reform and Consumer Protection Act in 2010. In a comprehensive law which makes sweeping changes to the way the financial community conducts business and how the markets and securities are regulated, provisions directly impacting public company boards of directors were enacted. Specifically, the SEC was directed to promulgate regulations requiring shareholder approval of executive compensation; companies are now required to disclose why the same person holds the positions of Chairman and Chief Executive Officer and there is increased scrutiny of the independence from management of boards of directors.

Shareholder advisory services, such as ISS, have embraced these regulatory changes and now advise shareholders on the so-called “Say on Pay” provisions in Annual Meeting proxies. Shareholders have become more activist in making management more responsive to the owners of the company.

Company Directors and senior managers must be sensitive to these changes and act accordingly to avoid any number of adverse responses, from being voted out of office, to financial liability for costly decisions to the claw-back of remuneration (in the eyes of some, “ill-gotten gains”).

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