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Governance and Ethics Update: The Increased Focus on Director Responsibilities

Total Credits
2 - 3
CDs/DVDs Only
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Join our expert panel as it shares case studies regarding the increased focus on, and the evolving nature of, director responsibilities. The panelists will also discuss how modified governance and ethics practices may significantly alter director exposure.

Topics include:

  • Current Governance and Ethics Examples
  • Thought Leadership: Evolving Governance and Ethics Practices
  • Case Studies: Governance and Ethics Issues

Lecturer Bios

Joseph Monteleone, Esq.

Joe serves as coverage and monitoring counsel for errors and omissions (E&O), directors and officers (D&O), employment practices liability (EPL), and other claims-made insurance products.

Additionally, Joe also provides clients with consulting and testifying expert witness in insurance disputes involving claims handling practice and industry custom and practice in the underwriting of risk. In particular, he has concentrated this work in the D&O and professional liability product lines.

In Joe’s practice, he handles reinsurance audits in specialty lines such as Representations and Warranties Insurance. He is also experienced in drafting policies and endorsements.

Joe is certified as an arbitrator by ARIAS-US concentrating on D&O and professional lines coverage disputes. He is also a mediator of insurance and reinsurance coverage disputes.

Al Fenichel, MBA, CPA

Al Fenichel has extensive financial management and senior executive experience spanning both domestic and international environments in insurance, financial services, recorded music and consumer product businesses. His expertise includes acquisitions and divestitures, domestic and international management and financial reporting, corporate controls and compliance, and change management. Most recently,

Al served as the Senior Vice President and Chief Accounting Officer of AXA Financial and AXA Equitable Life Insurance Company, both SEC Registrants, retiring in 2012. Previously, Al served with CBS Inc. as the Finance Officer of its Consumer Products Group and as the officer responsible for Global Internal Audit.

He is a past president and member of the Board of Directors of the New York City Chapter of Financial Executives International, a member of the Town of Greenburgh, NY Water Advisory Committee and the Rider University Accounting Advisory Council. Al also serves as the coordinator of the HSG’s New York Litigation Support and Consulting Team.

Al represented CBS Inc. in front of the SEC Enforcement Division in Washington related to an industry-wide investigation of field broadcast operations, and later was deposed by the plaintiff in connection with civil litigation brought against CBS Inc. related to the sale of property. In his work at AXA, Al worked extensively with in-house and outside counsel in connection with acquisitions, dispositions and commercial contracts.

At HSG, Al has performed expert examinations of documents supplied in discovery and developed analyses of facts and factors supporting or refuting allegations. He also has served as a speaker in HSG’s business and professional programs for law and insurance clients.

Frank Gatti, MBA, CPA, NACD Leadership Fellow

Frank has been directly involved with over $10 billion of M&A, Equity and Debt Transactions, Turnaround, Transformational Strategies, Credit Ratings, Investor & Bank Relations and Benefits Administration.

He had a 13 year career at ETS leading a two-year turnaround that reversed a decade of operating and cash flow deficits. During his tenure revenues quadrupled to $1.3 billion with 35% from outside the U.S. and 6.500 employees worldwide. Through his leadership of numerous transformational transactions and initiatives, the creation of financial functions/tools and building high performance teams, over $500 million of net free cash flow was generated and reinvested in quality, innovation, R&D and technology.

Prior to ETS, Frank spent about 20 years at NYT where he was directly involved in over fifty M&A transactions that propelled the company to a media conglomerate. Revenues during his tenure grew from $400 million to $2.4 billion, 50% from acquired businesses, and 13,000 employees across the U.S. Due to this explosive growth, he implemented a range of scalable and integrated technologies to facilitate timely decisions by Management and the Board of Directors and created a shared services center.

Mr. Gatti began his career with Deloitte/New York and provided an array of services to public, private and tax-exempt companies across various industry segments.

Suzanne H. Gilbert, MBA

Suzanne H. Gilbert has over 30 years of executive experience with several entities within the Interpublic Group of Companies (IPG), one of the world’s largest global advertising and marketing communications holding companies. She held the position of Executive Vice President, Chief Financial and Administrative Officer at Campbell-Ewald Worldwide for over 15 years. She was with the Lowe Group as Executive Vice President, CFO and retired as Vice Chairman-Worldwide CFO of Initiative Media.

In all organizations, she led the Finance, Accounting, Mergers and Acquisitions, Human Resources, Legal, Information Technology, Administration and Facilities Management functions. Her experience ranges from small organizations with billings of $100 M and 100 employees to worldwide organizations employing 9000 employees in over 100 offices in 80 countries and billings exceeding $21B.

Suzanne is a recognized leader in her industry as she was awarded Marquette University’s College of Business Professional Achievement Alumni Award in 2000 and named by Adweek as one of the Outstanding Financial Leaders in the US.

H. Stephen Grace Jr., Ph.D.

As founder and president of HSG, Dr. Grace has been involved in hundreds of consulting assignments involving corporate governance, business conduct, management and control processes, responsibilities of officers and directors, and financial management, among other business matters. He is a well-respected expert witness and has published extensively on business topics.

Previously, Dr. Grace was national director for Touche Ross & Co./Deloitte & Touche, working primarily in real estate, finance and litigation consulting, and served as president of Dane Development.

His real estate career also included CFO and vice president of finance at Century Development, where he oversaw day-to-day financial and operational activities of more than 10 million square feet of commercial space in addition to retail, hotels, high-rise condominiums, city clubs and a major arena. He also served as CFO and senior vice president of parent company Century Corp. There, Dr. Grace had direct responsibility for the financial activities and oversight of more than 60 subsidiaries, joint ventures and affiliated companies with activities including auto and equipment leasing, cable TV, architectural services and sports franchises.

Steven B. Lilien, Ph.D., CPA

Steven B. Lilien, Ph.D., CPA is the Weinstein Professor of Accountancy at the Zicklin School of Business, Bernard M. Baruch College, The City University of New York. Steven is the Chairman of the Stan Ross Department of Accountancy at the Zicklin School of Business and the Director of the Robert Zicklin Center for Financial Integrity.

Johnnie Williams, Ph.D.

Johnnie is an insightful academic with extensive corporate experience who brings cross-fertilization from both environments in order to develop and implement programs that improve time-to-completion, retention and graduation rates. She is a leader who manages the strategic planning process to form a shared, coherent vision throughout an organization. Johnnie works with diverse groups of faculty and students to achieve positive outcomes in academic, community, and corporate cultures.

Johnnie has hands-on business experience, previously serving as director of asset-based transactions for Enron and working with local power distribution companies at Tennessee Valley Authority.

She led large-scale multi-million dollar acquisitions, joint ventures and strategic partnerships with special applications in the natural gas, renewable energy, power, which provide valuable insights for fundraising in a major segment of the Houston economy.

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