The ICSA Annual Conference 2016

11.30 Breakout sessions 1–6

Session 1 – Developing a whistleblowing policy 

The benefits of a positive whistleblowing culture within your organisation can make all difference between a disaster prevented, a legal claim avoided and a reputation preserved. So what is the right way to approach to this key issue? We look at the evidence around the whistleblower’s experience and provide an overview of the law and practice in this crucial area of good governance.
Cathy James OBE, Chief Executive, Public Concern at Work

Session 2 – Investor relations and the company secretary
Sponsored by Diligent

The worlds of the company secretary and the investor relations officer can no longer be considered mutually exclusive. Public companies must now take a holistic approach to the way they communicate with their stakeholders. We hear how changes in market structures now demand a greater degree of overlap between these two disciplines for the benefit of boards and shareholders alike.
Richard Davies, Founder & Managing Director, RD:IR

Session 3 – Charities and NFPs: effective use of key performance indicators

KPIs may seem like a banal management tool used simply to measure and report performance. But used properly, they can be a very powerful mechanism to increase performance itself. This session uses a number of case studies to highlight some innovative use of non-financial KPIs as well as some disastrous unintended consequences.
Nick Brooks, Partner, Kingston Smith LLP

Session 4 (Student) – Study skills workshop

In this session, students will be encouraged to work in small groups to discuss common issues that affect their studies. The session will be facilitated by members of the ICSA Education team and will offer advice on study planning, tips on studying while working and guidance on using exam papers to practice before the exam.
Sopna Thomas, Learning Support Manager, ICSA
Martyn Jones, Senior Qualifications Manager, ICSA

Session 5 – Board meeting masterclass
Sponsored by Brainloop

Being the secretary at a board meeting at the highest level can be a daunting experience. Dealing with difficult directors, handling disagreements at the same time as taking accurate minutes is a challenge. This session outlines the essential personal skills required.
David Venus, Past President, ICSA
Fiona Evans ACIS, Group Company Secretary, Intertek Group
Jeremy Small FCIS, Group Company Secretary, AXA UK plc
Martha Bruce FCIS, Executive Director & co-founder, Bruce Wallace Associates

Session 6 – Global Subsidiary Management Sponsored by Computershare Governance Services

The Walgreens Boots Alliance Boots merger created the largest retail pharmacy, health and daily living destination in Europe and the U.S. In this session, we will look at how Walgreens Boots Alliance utilised an entity management solution to assist with the merger by decreasing costs and increasing time efficiencies. The session will also cover the everyday management of their global subsidiaries, including the importance of business transparency and the practicalities of entities being managed at a local level.
Elizabeth McReddie ACIS, Assistant Company Secretary, Walgreens Boots Alliance

13.30 Breakout sessions 1a–5a

Session 1a – Reporting: lessons from the ICSA Awards 2015
Sponsored by BoardPad

The ICSA Awards recognises the best in company secretarial practice and corporate reporting. In this session a selection of the Awards judges detail what the difference is between a good report, and a great report.
Peter Swabey FCIS, Research and Policy Director, ICSA
David Parkes FCIS, Company Secretary, BAE Systems plc

Andrew Ninian, Director, Corporate Governance and Engagement, The Investment Association
Will Pomroy, Manager, Responsibility, Hermes Investment Management

Session 2d – Dysfunctional leadership in organisations

Hubris and narcissism at board level has been the downfall of many good companies. It can destroy people, produce bad decisions, bankrupt companies and discredit public sector organisations. In this session, we look at what causes this behaviour, what can be done to prevent it arising and how to produce more effective relationships between leaders and followers.
Dennis Tourish, Professor of Leadership and Organisation Studies, Royal Holloway, University of London

Session 3a – Preparing for IPO 
Sponsored by Capita Asset Services

Preparing for floatation has been described as a brutal process. We hear from people who have been through it and who can share some (often painful) lessons learned. We look at key issues such as; setting the timescale; preparing the prospectus; reporting and accounting requirements; and preparing the board.

Tracey Brady, Managing Director, Capita Asset Services
Marco Murray, Assistant Manager, Capita Asset Services

Session 4a (Student) – Corporate Secretarial Practice

The CSP examination is heavily scenario based and, in part, also based on a case study released 6 weeks in advance of the examination. This session will outline how students might best approach this exam format, how to interpret the case study and what kind of answers the examiner is looking for.
Luke Thomas FCIS, ICSA Examiner

Session 5a – Mergers and acquisitions
Sponsored by Equiniti

Big or small, any M&A activity can be a challenging process for company secretaries and compliance professionals. With recent changes to the Takeover Code, competition law and tax being major factors, good knowledge and expertise are essential. We look into the M&A process and what is required of the company secretary.
Sheelagh Duffield, Group General Counsel & Company Secretary, Miller Group
Jeremy Evans, Assistant Director General, The Takeover Panel
Will Pearce, Partner, Davis Polk & Wardwell
Stephen Shapiro, Group Company Secretary and Deputy General Counsel, SABMiller

15.30 Breakout sessions 1b–5b

Session 1b – International trends in corporate governance
Sponsored by Capita Asset Services

What are the global trends shaping corporate governance? As economies struggle to find growth, is corporate governance proving a benefit or a hindrance? In this session, we look at the wider picture.
Peter Turnbull, Australia representative, ICSA international council and Non-Executive Director, Karoon Gas Australia
Jim Lafferty, Service Delivery Manager, International Compliance, Capita Asset Services
Jill Parratt, International Representative & Director of Chartered Secretaries Southern Africa and Company Director of Liberty Holdings Limited (SA)

Session 2b – Is your board up to speed on risk literacy?

Boards are increasingly being encouraged to define their risk attitude, appetite and tolerance in the context of their growth strategy. Also, reporting requirements and the need to maintain shareholder confidence mean organisations should be able to clearly articulate risk matters to the wider world. Here, we find out how you can improve risk literacy within your organisation.
Garry Honey, Founder and Managing Director, Chiron Risk

Session 3b – Charity models of incorporation: What’s best for you?

Changing the structure of your charity can be a time consuming and complex process. However the future of the charity could be in jeopardy if it is not fit for purpose. Here, we look at the 4 main types of charitable structure and what is required to move from one to another.
Cecile Gillard, Legal Manager Charities and Civil Society, Burton Sweet

Session 4b (Student) – Corporate Governance

This module requires students to adopt a more principles-based approach to their exam. This session will focus on those areas of corporate governance that students will need to master, including: how boards operate; the role of shareholders; the audit process; and risk management.
Trina Hill FCIS, ICSA Examiner

Session 5b – Auditor tendering and rotation: new rules and best practice

BIS and the FRC are likely to make a decision on the mandatory rotation period of company auditors in 2016. In the meantime, the rules and codes on audit tender and rotation are surprisingly complex. In this session, we establish if or when your company will have to tender or rotate and what the process should look like.
Susan Swabey, Company Secretary, Smith & Nephew
Ian Barlow, Non-Executive Director, Smith & Nephew

11.00 Breakout sessions 1c–5c

Session 1c – How do strong values improve organisations?
Sponsored by Expolink Whistleblowing Hotline

Many organisations have their corporate values written on the company report or in their lobby. But what do these words actually mean? What difference does it make to the organisational culture and the working lives of employees? This session looks at how organisations can measure and manage their working culture and the advantages of embedding a positive value system.
Peter Montagnon, Associate Director, Institute of Business Ethics

Session 2c – Supply chain transparency: new reporting requirement for anti-slavery

From October 2015 companies with turnover of more than £36 million will have to publish an annual slavery and human trafficking statement in accordance with The Modern Slavery Act. We look at new government guidance on the matter and how companies can help eradicate human slavery from their supply chains.
Peter McAllister, Executive Director, Ethical Trading Initiative
Ron Reid, Partner, Shoosmiths LLP

Session 3c – Charity governance: maintaining internal financial controls

Monitoring and protecting a charity’s assets as well as reviewing the effectiveness of any internal controls, are arguably the most important responsibilities of trustees and senior managers. This practical session outlines some of the key measures that can be used to reduce financial risk.
Jonathan Orchard, Partner, Sayer Vincent LLP

Session 4c (Student) – Financial Decision Making

This session will go through the knowledge you need that will be essential to succeed in your exams on this subject. The examiner will provide information on the particular format of the exam and the answer style required.
Jenny Robertson, ICSA Examiner

Session 5c – An introduction to mindfulness

Mindfulness can increase our emotional intelligence at work if we learn to use it to become aware of, monitor, and ultimately shape our own thoughts and emotions, as well as those around us in our workplace. In this interactive session, you will learn practical science-based techniques to improve your relationships at work, validly and reliably.
Dr. Jutta Tobias, Lecturer, Cranfield University School of Management

12.00 Breakout sessions 1d–5d

Session 1d – The future of board minutes
Sponsored by BoardPad

Company secretaries are under increasing pressure from a variety of sources on what should be published in minutes. Some want more detail, some less. As a response to this, ICSA is preparing new guidance on board minutes which will include examples of good practice across all sectors. In this interactive workshop, the ICSA Policy team will lead a discussion seeking input from members on how this important and highly specialised company secretarial function should be carried out.
Peter Swabey FCIS, Policy and Research Director, ICSA
Julie Bamford FCIS, Head of Policy, Corporate, ICSA
Louise Thomson FCIS, Head of Policy, Not for Profit, ICSA

Session 2d – Succession planning: delivering value through nominations committee

The nominations committee is often seen as the least glamorous of the main board committees. However, its role in promoting the long term success of the organisation should not be underestimated. Finding and developing the right people can deliver exponential value if you get it right, or lasting damage if you get it wrong.
Mark Wearden FCIS, Director, MBS Challenge Perception and Senior Lecturer, University of Lincoln

Catherine Woods, Corporate Governance Policy Advisor, Codes and Standards Division, Financial Reporting Council

Our biannual survey of FTSE 350 company secretaries gives unique insights into current business thinking. Download latest edition to see the findings on succession pla.nning.

Session 3d – Analysing behavioural risk

This session will explore how organisations address - or fail to address - critical people issues which can lead to major behavioural shortcomings which can expose organisations to significant risks.
John Hurrell, Chief Executive, AIRMIC
Julia Graham, Technical Director, AIRMIC

Session 4d (Student) – Strategy in Practice

The Strategy in Practice module requires students to understand the elements, processes and techniques involved in the development and implementation of organisational strategy. This session will focus on key strategy concepts, applied strategic analysis, strategic purpose and implementing strategy.
Ross Thompson, ICSA Examiner

Session 5d – Charity policy update

The pace of change in charity law and regulation for 2016 looks set to continue apace. By March, the Charities (Protection and Social Investment) Bill will be nearing Royal Assent, the formation of a fundraising regulator will be well underway and there may be more clarity around the role of the Charity Commission. Our panel will provide insight into some of the big stories for the sector.
Abbie Rumbold, Partner, Charity & Social Enterprise Department, Bates Wells Braithwaite

14.30 Breakout sessions 1e–5e

Session 1e – Learning from charity governance failures

The closure of Kids Company was the highest profile but certainly not the only charity failure of 2015. So, are there any lessons we can be learn from these failures? Are there any common themes that link the downfall of these charities?
Rosie Chapman FCIS, founding Director, Rosie Chapman Ltd
John Williams, Vice Chair, Association of Chairs
Sarah Atkinson, Director of Policy and Communications, Charity Commission

Session 2e – The Small Business, Enterprise and Employment Act 2015

The SBEE Act received Royal Assent on 26 March 2015. It includes new regulations designed to increase transparency around the ownership and control of companies. Our speakers cover the key corporate aspects of the Act and the provisional timeline for implementation.
Peter Swabey, Research and Policy Director, ICSA

Session 3e (Student) – Financial Reporting and Analysis

The exam questions for this module are based on fictitious financial statements and scenarios that students must analyse and draw conclusions from or offer advice on. Here the examiner will look at key regulation around financial statements, analysis and interpretation of accounts and the limitations of published accounts.
David Oakes, ICSA Examiner

Session 4e – Career development workshop

Is your job taking you in the right direction? Are you on track reach your long-term career aspirations? In this interactive session, our speakers explore how company secretaries and governance professionals can make more of their current roles and how to overcome the barriers that might prevent them moving their career forward.
David Press, Director, DMJ Recruitment
Valerie Teller, Independent Career Coach
Craig Hunter, Founding Director, VERSEC Ltd