Human Capital Resource and Risk: The Board’s Role San Antonio, TX
January 9-10, 2019
Highly interactive, this 1.5-day module focuses on high-profile subjects such as CEO succession, diversity and human
resource plan for the board and the organization, executive compensation, talent management and crisis management.
Case studies spark healthy dialogue.
Module Objectives
Provide insights into the do’s and don’ts of leadership transition of CEOs and executive staff
Discuss culture change implications in the organization during executive transitions
Review the need in organizations for “bench strength” and a strong talent management plan
Share insights on the board’s role in the areas of culture risk and oversight, and crisis management
Conversation on the challenges, opportunities and risk facing boards around diversity and inclusion
Discuss board refreshment and succession trends and practices to support governance excellence
Consider trends in executive compensation and the applicability to compensation situations currently and for
future CEO selection
Premier Governance Series Overview Directors of Farm Credit boards face complex challenges—from mergers and technology decisions to economic,
commodity, political and global volatility. The Premier Governance Series (PGS) helps heighten board performance and
individual competence by connecting directors with subject matter experts and peers sharing their perspective.
Guiding Principles
Uphold a commitment to the pursuit of excellence in board governance through a certification process
Uphold a standard of excellence and rigor through a certification process in which graduates complete consistent
and extensive training in cooperative board governance
Engage a group of like-minded organizations who band together to develop learning opportunities and
strengthen them individually and collectively.
Ground Rules for Participation
Participate as much as possible
Be curious
Ask questions
Share your knowledge and experience
Respect others opinions
WEDNESDAY, JANUARY 9
7 a.m. to 7:45 a.m. Breakfast
(Participants only*)
7:45 a.m. to 8 a.m. Welcome and Overview
Leslie Hilton, FCC Services
8 a.m. to 8:30 a.m. Top Risks and Human Capital Issues Facilitated Discussion
Leslie Hilton
8:30 a.m. to 8:40 a.m. Stretch Break
8:40 a.m. to 10:30 a.m. Implications & Impact of Leadership Transition, Talent Management & Risk, &
Crisis Management
Larry McVay
10:30 a.m. to 10:45 a.m. Break
10:45 a.m. to 12 p.m. Organizational Culture, Risk & the Board’s Role
Jill Kanin-Lovers
12 p.m. to 1 p.m. Lunch and Networking
(Participants only*)
1 p.m. to 3 p.m. CEO Competencies & Succession Planning
Jill Kanin-Lovers
3 p.m. to 3:15 p.m. Break
3:15 p.m. to 4:15 p.m. Board Refreshment & Succession
Jill Kanin-Lovers, Larry McVay, Leslie Hilton
4:15 to 4:45 p.m. Reflection, Takeaways
Leslie Hilton
6 p.m. Meet in lobby to ride to dinner
6:15 p.m. to 8 p.m. Group Networking Reception/Dinner
(Participants only*)
8:15 p.m. Return to hotel
THURSDAY, JANUARY 10
6:45 a.m. to 7:30 a.m. Hotel Check out (Please complete hotel check-out before 7:30 a.m.)
Breakfast
(Participants only*)
7:30 a.m. to 8 a.m. Reflection, Learning Integration
Leslie Hilton, Dr. Charles Tharp
8 a.m. to 12:30 p.m. Trends in Executive Compensation & Determining Performance Criteria; CEO
Position Offer case study**
Dr. Charles Tharp
12:30 p.m. to 1 p.m.
Final Reflections, Learning Takeaways
Dr. Charles Tharp, Leslie Hilton
1 p.m.
Adjourn
*Breakfast, lunch, networking reception and dinner are for participants, visiting CEO, and faculty only. **Facilitators will determine the best times for breaks.
Module Attire: Business casual
Average Temperature in San Antonio
CERTIFICATE OF COMPLETION Directors must attend the full duration of this program to receive the Certificate of Completion. NOTE: The final session day is heavily dependent on all attendees remaining for the full program, so please keep this in mind when making your travel arrangements. Plan to depart for the airport after the module adjourns.
CPE Credits
FCC Services is registered with the National Association of State Boards of Accountancy (NASBA) as
a sponsor of continuing professional education on the National Registry of CPE Sponsors. State
boards of accountancy have final authority on the acceptance of individual courses for CPE credit.
Complaints regarding registered sponsors may be submitted to the National Registry of CPE
Sponsors through its website: www.learningmarket.org.
CPAs requiring continuing education credits are required to sign in on the Sign-In sheet located at the back of
each session room to receive CPE credits for that session. You must also complete and sign a Request for CPE
Credits Form, available at the conference registration desk. CPEs can be awarded in the following categories (all
sessions offered as Group-Live delivery method):
Regulatory Ethics 7.9 CPEs
Business Management & Organization 4.5 CPEs
Personnel/HR 2.4 CPEs
Total CPEs* 14.8 CPEs
*The total number of CPEs you receive for a session depends on you signing in for each session on the Sign-In
Sheet. If you don’t sign in for each session, you will not receive CPE credits for that session.
Leslie Hilton
Leslie Hilton is FCC Services’ Vice President of Governance/Board Development, in
which role she oversees the organization’s Premier Governance Series, Advanced
Governance Series, and Gettysburg Leadership Experience, and works to further
develop these and other programs to benefit individual cooperative directors as well as
boards of directors. Leslie also oversees consulting and evaluation services for
individual boards.
Leslie has a diverse background that includes consulting, legal and cooperative experience. For the past 22 years,
she’s managed her own consulting firm, SuccessPartner, LLC, working primarily with executives and senior
managers at large, publicly traded corporations as well as smaller entrepreneurial companies. Among her clients
was a member-owned credit union, providing her key insight into the cooperative model. With each, Leslie
worked to develop high performance within mission critical teams and with senior leaders and boards of
directors. In all her engagements, she strives to first understand the specific situations and unique challenges, and
then to bring in effective solutions.
Earlier in her career, Leslie held legal roles in a corporate general counsel’s office where she dealt, in part, with
legislative affairs, experience that will serve Farm Credit organizations well given the recent increased focus on
board standards of conduct. She has also served as a director and a chair for several non-profit organizations, so
understands the requirements and challenges of meeting the fiduciary responsibilities that are key to the board’s
role.
Leslie holds a Bachelor’s degree from University of Colorado and a JD from University of Colorado School of Law.
She earned a Master’s of Science in Management, Coaching and Consulting for Change, from University of Oxford
and HEC Paris.
Jill Kanin-Lovers
Jill Kanin-Lovers is a member of the Board of Directors for Heidrick & Struggles, a
global search & leadership advisory firm, where she chairs the Human Resources &
Compensation Committee and serves on the Audit Committee. Jill is also on the Board
of Homeownership Preservation Foundation (HPF), an organization supported and
endorsed by the US Treasury to assist people at risk of foreclosure, where she serves
on the Compensation and the Nominating & Governance Committees. From 2002 to
2014, Jill was on the Board of Directors for Dot Foods, a privately-held company and the nation’s largest food
redistributor. During her tenure at Dot Foods, she chaired the Compensation Committee and served on the
Nominating and Governance Committee.
Previously Jill was on the Boards of Alpharma, BearingPoint and First Advantage. She chaired the
Compensation Committee at all three and was also a member of their Nominating and Governance
Committees. Through her combined board experiences, Jill has chaired 5 CEO Succession Committees.
She is also on the Advisory Board of Women Corporate Directors (WCD), a global education and networking
organization, and a member of their Family Business Council. Jill has taught classes in executive
compensation as well as business ethics and corporate governance in executive education programs at
Rutgers University. Directors & Boards Magazine featured Jill as one of the “Directors to Watch 2011.” In
2012, Jill served on the NACD Blue Ribbon Commission on Board Diversity and was also named in Agenda’s
Top 100 List of Board Candidates with Pay-Setting Skills.
During a career that has spanned more than 30 years, Jill has held executive human resource positions at
American Express, IBM, and Avon Products, Inc., where was Senior Vice President of Human Resources
Worldwide, serving on their Corporate Compliance Committee and the Avon Foundation Board. Prior to her
corporate HR positions, Jill spent 17 years at Towers Perrin in a series of management and practice
leadership roles.
Jill has an MBA from The Wharton School, an MA in Economic History from the University of Pennsylvania
and a BA from SUNY at Albany.
Larry McVay
Larry D. McVay serves as Managing Director of Edgewater Energy LLC, a Private Oil and Gas
Company that specializes in development of Shale plays across the United States. Prior to
becoming the Managing Director of Edgewater Energy, Larry worked in various Engineering,
Management and Executive Leadership positions with Amoco and BP both domestically and
Internationally until his retirement from BP with 40 years of service.
In his last assignment with BP, Larry served as the Chief Operating Officer of TNK-BP in Moscow Russia. In this
role, Larry provided direct executive leadership for the Upstream, Downstream, Oil Field Services Stream,
Technology Stream and Supply Chain Management. His area of responsibility included production of over 2
Million Barrels per day of oil and gas, operations of 5 Refineries producing 700 thousand barrels of product per
day, operating the largest Marketing operation in the Ukraine and the second largest in Russia with over 2,500
retail stations. The Oil Field Services Stream accounted for over $1 Billion in annual revenue, mainly for services
provided to its own Upstream Company. The Technology Stream, which provided technology support for the
Upstream, Downstream and OFS is also responsible for Exploration.
During the 4 years serving as the Chief Operating Officer, reporting to the CEO, TNK-BP became the largest oil
producing company in Russia, increased its market cap from $16 Billion to over $50Billion, grew production by
40% with current daily production over 2 Million Barrels Energy Equivalent, delivered the highest Free Cash Flow
of any Russian Oil Company and replaced reserves over 125% of production. TNK-BP revenues were in excess of
$30 Billion with EBITDA of over $9 Billion. In addition to the financial performance, TNK-BP was a leader in Russia
for Transparency and improving HSE Performance.
Larry previously served as Technology Vice President Operations and VP HSE, for BP based in London England.
Larry led the global E&P Operations Excellence effort on improving operating efficiency for BP’s Upstream and
achieved considerable improved operating performance during his tenure in that role. Larry has over 38 years of
experience as a Senior Line Manager, and 52 years of industry experience, with Amoco, BP, TNK-BP and
Edgewater Energy. Larry has a track record encompassing Upstream, Midstream and Downstream. In addition to
his vast knowledge of the Upstream, Larry has managed Amoco Pipeline Company and two refineries. Larry’s
knowledge covers both US operations, where he was responsible for Amoco’s largest West Texas Operations, and
led the first Field Scale Enhanced Oil Recovery Project (CO2) to International Operations where he was the
Managing Director/ General Manager of the Gulf of Suez Petroleum Company (GUPCO). a joint venture between
BP and the Egyptian Government in Cairo, in addition to being the Chief Operating Officer for TNK-BP in Russia.
Larry has a degree in Mechanical Engineering from Texas Tech University and was recognized as a Distinguished
Engineer by Texas Tech University in 1995. Larry is a Registered Professional Engineer and has served in
numerous Leadership positions with the SPE and the API Chapters in the US, UK, Egypt and Russia. Larry is
currently on the Board of Directors of Callon Petroleum Company and Linde (recently merged with Praxair). Larry
served on the Board of Chicago Bridge and Iron for 10 years prior to its merger with McDermott.
Dr. Charles Tharp
Charlie Tharp is Senior Advisor, Research and Practice for the Center On Executive
Compensation. In that role, Tharp is responsible for setting overall policy positions and
research initiatives undertaken by the Center and representing the Center in public
forums. He is also Executive Vice President of HR Policy Association and a Visiting
Lecturer in the School of Industrial and Labor Relations at Cornell University.
Tharp has over 25 years of corporate experience, including key human resource positions with General
Electric, PepsiCo, Pillsbury, CIGNA and Bristol-Myers Squibb, where he served as Senior Vice President of
Human Resources. Tharp also served as the interim Executive Vice President of Human Resources for Saks,
Incorporated. Earlier in his career he served as an executive compensation consultant for the global
consulting firm of Towers Perrin. Tharp has held teaching appointments at Cornell University and Rutgers
University and has taught graduate level courses in executive compensation and HR leadership. He is also a
Fellow and Research Scholar at Boston University’s Human Resource Policy Institute.
Tharp holds a Ph.D. in Labor and Industrial Relations from Michigan State University, L.L.M. from the
University of Connecticut School of Law, J.D. from the Quinnipiac School of Law, Masters in Economics from
Wayne State University and a BA from Hope College where he was Phi Beta Kappa and a Baker Scholar. In
1998 Tharp was elected a Fellow of the National Academy of Human Resources and in 2010 was elected a
Distinguished Fellow of the Academy, the highest honor in the HR profession. He previously served as
President of the Academy, former member of the NAHR Board of Directors and has served as a past Vice
Chairman of the Board of Directors of HR Policy Association. Currently, Tharp serves on the Board of
Directors of the NAHR Foundation.
Top Risks and Human Capital Issues Facilitated Discussion
This will be a facilitated discussion looking at some of the current issues faced by cooperative boards in
and how they related to human capital as an organizational resource.
Objectives:
Participants will learn about key risks and issues facing other participating boards
Participants will understand how those risks and issues are connected to human capital as an
important organizational resource
Trends in Executive Compensation and Determining Performance Criteria
The session will explore the regulatory requirements, competitive practices and emerging trends in the
governance and structure of executive compensation and performance metrics. The role of the
compensation committee and the structure and communication of executive pay will be explored with
additional skill building through the use of case studies.
Objectives:
Participants will gain an understanding of the expectations and role of the board in determining
executive compensation.
Participants will gain an understanding of the linkage of executive compensation, business
strategy and talent strategy.
Participants will gain experience in addressing challenging executive compensation issues through
small group exercises.
CEO Position Offer: Case Study
In this session participants will explore issues in executive compensation through working together on a
case study regarding an offer to a prospective new CEO.
Objectives:
Participants will learn to link executive compensation and business strategy in a real-time
example
Participants will learn about tradeoffs and alternatives in executive compensation in relation to
alignment with overall risk, opportunity, and strategy.
Organizational Culture, Risk & the Board’s Role
This will be an interactive presentation of the board’s role in setting, sustaining, and changing the culture
of their organization.
Objectives:
Participants will learn about the importance and impact of culture at all levels of the organization,
including the boardroom, and about the board’s role in overseeing culture in terms of
governance. Participants will gain an understanding of the impact of the culture at the board level
on organizational risk and performance
Participants will gain an understanding about the strategic risks and opportunities inherent in the
organization’s culture, and the role of culture in alignment with business strategy.
Participants will learn about the board’s role in oversight of culture as a resource and a risk
Board Refreshment & Succession
Participants will gain an understanding of the board’s role in maintaining its relevance and
effectiveness
Participants will learn about ways boards can address their own performance to maintain
effective governance
Reflection
In this facilitated session participants will reflect on the day’s learning and application for their own
boards.
Objectives:
Participants will integrate key learning points through reflection and discussion.
Participants will identify application of learning most relevant for their own effectiveness as
directors, and that of their boards.
Review Day 1, Reflections
In this facilitated session participants will discuss new insights and learning from the previous day.
Objectives:
Participants will integrate key learning points through additional reflection and discussion.
Implications & Impact of Leadership Transition, Talent Management & Crisis Management
The session will be an interactive discussion with the individuals in the class that will be formulated to
meet their needs based on their input at the start of the session. The dialogue will focus on sharing
experiences from the business world and the boardroom. It will include real- life examples/stories from
the facilitator which will not only be informative but will also be engaging to the participants of the class.
It will include discussions on Leadership Development/Replacement Planning, Leadership Transition,
Board and Senior Management relationships, Talent Management, Risk Management and Crisis
Management.
Objectives:
Participants will explore the critical importance of Risk Management for the Board and useful
processes to identify and mitigate the risks.
Participants will understand the importance of Talent Management/Development from the CEO
thru front line management.
Participants will learn how to best manage through an organizational crisis.
Reflection, Insights
This facilitated session will allow participants to reflect on key takeaways from this module for themselves
and for their boards.
Objectives:
Participants will leave with a short list of important lessons and/or action items to increase their
own effectiveness as directors, and to increase the overall effectiveness of their boards.
The St. Anthony Hotel 300 E. Travis Street
San Antonio, TX 78205
210.354.9221
Check-in: 3 p.m.
Check-out: Noon
Hotel Website
Reservations
Attendees must make their own room reservations. Make your reservations online or call the hotel
directly at 210-227-4392 or 855-811-0218 by December 17 and ask for the FCC Services room rate.
Room rate: $239 single/double, plus applicable state and local taxes.
Cancellation Policy
Deposits are refundable for cancellations received by the Hotel on or before 6 p.m. 48 hours prior to
anticipated arrival, should cancellation by the guest be necessary or should cancellation or termination of
the function occur. For guests who are "no-shows", deposits will be forfeited to the Hotel.
Transportation
It is important that you book your travel arrangement to depart after the program adjourns to receive
module credit. Please consider the travel time to the airport based on options below, check-in, going
through security and getting to your gate. Driving distance may be affected by local conditions and traffic.
Airport San Antonio International Airport (SAT) Travel Distance: Approximately 8.5 miles Options for getting to and from the hotel include: (no hotel shuttle)
Taxi Service Estimated Fee: $40 (one-way) Hours: 24 hours Yellow Cab Taxi Contact: 210.222.2222 http://www.yellowcabsanantonio.com/
SuperShuttle Fee: Varies based on transportation method https://www.supershuttle.com/
Rental Cars
National Car Rental, Alamo Car Rental and Enterprise Rent-a-Car provide discounts to the Farm Credit
System, all in a single website. Click here to check rates and reserve a rental car. Simply choose your
organization’s name from the list. Important: Reservations must be made in the name of the employee
or board of director of the selected organization. If you do not see your entity listed or have any
questions, please contact Heather Tseng.
Emerald Club: Learn about the benefits of the Emerald Club by visiting www.emeraldaisle.com. Please
enjoy a complimentary enrollment into Emerald Club via this link:
https://www.nationalcar.com/offer/XZ12G01. Your Emerald Club number will display after you
complete the online enrollment and you can start renting immediately. You will receive your official
Emerald Club card via mail. Note: If you have ‘status’ with Avis or Hertz, our account rep will match you
to the equivalent status with the Emerald Club. Please enroll above and send an email to
[email protected] with your Emerald Club number and status with the Hertz or Avis.