Conference programme

In today’s rapidly evolving corporate landscape, the role of governance in environmental, social and governance (ESG) frameworks has never been more crucial.

ESG issues dominate the corporate agenda, and the focus on the ‘G’ in ESG has never been more pivotal for boards, especially within the complex legal and corporate landscapes in which businesses operate.

As global businesses navigate complex regulatory environments, shifting investor expectations and increasing societal demands, the ‘G’ in ESG stands as the cornerstone of sustainable corporate success.

This keynote address will delve into the critical governance issues that boards must address to steer their organisations effectively. The session will explore how robust governance frameworks ensure compliance, mitigate risks, and enhance corporate resilience and long-term value creation.

Peju Adebajo serves as Non-Executive Director at Ibstock plc, a FTSE 250 manufacturing company, and Wolseley Limited, a UK PE owned distribution company, Peju serves on key committees including Sustainability, Audit, Remuneration, and Nominations. Her passion for sustainability and energy transition has led to establish the Nigerian chapter of the Climate Governance Initiative, (affiliated with the World Economic Forum). Her career spans diverse executive roles, including CEO of Lumos Global, a solar power company, Managing Director at Lafarge Africa and Mouka Limited (owned by Actis LLP), underpinned by formative roles at Boston Consulting Group and Citibank. Peju has experience in navigating complex operating environments Wednesday 4 Decemberand working with different ownership and governance structures including listed entities, private equity, multinationals, venture capital, family business and the public sector driving her perspectives on corporate governance and sustainability. She was recently recognized as a finalist for the ‘NED to Watch’ category in the UK NED awards and listed in Cranfield University’s ‘100 Women to Watch’, and has won numerous awards including Harvard Business School Leadership award and CNBC Africa Business Woman of the year.

In an era where corporate governance is under intense scrutiny, the role of shareholder meetings has never been more pivotal. This panel will delve into the intricacies of managing shareholder meetings in a number of different jurisdictions, providing a comparative perspective that highlights both common challenges and unique regional considerations. The panelists will explore best practices for engaging with shareholders, as well as strategies for addressing shareholder concerns. Attendees will gain insights into how to effectively navigate the complexities of shareholder relations and ensure that governance practices align with the expectations of institutional investors and foster transparency, accountability, and long-term value creation.

Having stable governance underpinning process from the outset throughout a transformational transaction and into the new organisation is key to a successful conclusion. This panel will focus on what to consider in designing a governance framework, the relevant stakeholders and the importance of company culture. The panellists will discuss key challenges and tips for how to leverage governance for successful implementation of a transformational transaction. The panel comprises practitioners with expertise in this area who will share insights from their recent work on some of the highest-profile cross-border mergers that the mergers and acquisitions (M&A) community has seen in the last few years.

This panel will focus on the role of the remuneration committee in scrutinising executive reward strategies and the importance of culture in driving the right behaviours. In addition to the focus from regulators, we also see increasing scrutiny from external stakeholders, in particular investors and the media, and so remuneration committee chairs can expect their decisions to be in the spotlight. Meanwhile, clients are operating in an extremely competitive landscape when it comes to the recruitment and retention of senior talent. The need to ensure that management are correctly incentivised, while adhering to stakeholder demands, is a careful balancing act. Our panel will also discuss the challenges that remuneration committees are faced with from a governance perspective on both sides of the pond, including around managing regulatory and disclosure requirements and how to practically implement the latest guidance from investors.

A true crisis brings a punishing level of scrutiny and pressure that can be overwhelming if an organisation is not prepared to manage it. Any crisis will require governance decisions about swiftly fixing what has gone wrong, but it is also about being externally focused and intervening to make, implement and communicate decisions under the toughest of circumstances to stakeholders, shareholders and regulators. Poor governance during a crisis can have a significant impact on the future of the organisation. In a crisis, when the stakes are high and scrutiny is intense, the board and the lawyers advising on governance decisions have unique roles. Our panel will draw on their extensive experience in advising boards during crisis scenarios and share with us the actions boards can take now to give themselves comfort that the organisation is best prepared.

Following a roller-coaster legislative process started in February 2022, the EU Corporate Sustainability Due Diligence Directive (CSDDD) is in its final stages of adoption, which will set into law obligations for large companies with significant activities in the EU to conduct human rights and environmental due diligence in their own operations and across their chains of activities. This will have the effect of increased regulator, investor and consumer scrutiny of the way companies manage their business relationships and supply chains. Good governance and risk mitigation will play a key role in dealing with this scrutiny. Our panel will explore what has been agreed under the CSDDD, what this means for businesses, in particular reflecting on lessons learned from supply chain diligence regimes on the European continent, and the extraterritorial scope of the CSDDD.

The rise in concentrated ownership of publicly listed companies and the increasing prevalence of dual class share structures has sparked debate in the world of corporate governance. While these structures can help founders and insiders maintain control, they can also exacerbate problems and entrench management. Our panel will give an overview of the growing number of jurisdictions allowing the issuance of multiple-vote shares – departing from the ‘one share, one vote’ proportionality principle – and the impact that is having on our work including the importance of striking. The panel will also explore, the balance between attracting initial public offerings (IPOs) and protecting minority shareholders. Our panel will discuss the various factors which can influence the success of these structures including local factors such as market sophistication, legal protection for minority investors and private benefits of control.