Directors and Officers Summit
213NZA28: Hear valuable insights from experts and thought leaders as they examine the most pressing issues affecting the boardroom. Topics that will be explored include being a shareholder vs stakeholder, corporate misconduct, recent cases, board evaluations and resolving disputes. You will gain a deeper understanding of cybersecurity, digital and technology threats, director liabilities under the Health and Safety at Work Act and an important update on incoming competition and consumer law reforms.
Description
Attend the full day and earn 7 CPD hours
Session 1
Critical Governance Issues, Ethics, Duties and Liabilities
Chair: Polly Pope, Partner, Russell McVeagh; Fellow, Arbitrators' and Mediators' Institute of New Zealand
9.00am to 9.05am Opening Comments by the Chair
9.05am to 9.50am Profit to Purpose: Shareholder to Stakeholder
- What should be the remit and focus of modern companies?
- Is the recent announcement on mandatory reporting of climate risk the thin edge of a new wedge for NZ companies?
- What role does social licence play?
Presented by Adrienne Miller, General Manager, New Zealand, ISCA
9.50am to 10.35am Corporate Misconduct and Ethical Considerations
There is a consistent trend around the world, and domestically, for organisational integrity to be closely examined, both by regulators and other stakeholders. Boards and senior managers of every organisation should be concerned about corporate culture, and the internal and external threats to their organisation’s integrity and ethical dealings. A failure to properly manage the risks of an ethical or legal breach by your organisation can lead to government investigations and prosecutions, individual and corporate liability in both criminal and civil law, and significant reputational damage to your organisation and to the individuals within it.
In this session you will look at:
- The increasing criminalisation and enforcement of corporate misconduct by regulators
- The increasing importance of ethical business more broadly, including in respect of supply-chain integrity and corporate social responsibility
- What it means to take a “risk based approach” to organisational integrity, and how to balance “compliance” with the commercial requirements to get business done
- Specific examples of some of the key threats to organisational integrity, including:
- sanctions
- anti-bribery & corruption
- cartels
- anti-money laundering and countering terrorist financing
- How cross-border investigations can develop, and need to be managed, including matters touching on Australia, the USA and the UK
Presented by Aaron Lloyd, Partner, MinterEllisonRuddWatts
1035am to 10.50am Morning Tea
10.50am to 11.35am Recent NZ Case Law on Directors Duties under the Companies Act
Receive a comprehensive update on the most important cases affecting directors and officers of companies.
Presented by Richard Massey, Senior Associate and Alix Boberg, Senior Associate, Bell Gully
11.35am to 12.20pm Board Evaluations: A Practical Guide
Board evaluations are an important part of best practice in governance. Gain a practical guide to evaluating board performance including:
- What are board evaluations and why they are important
- What should be reviewed
- Different process options
- How to deal with review outcomes
Presented by Julie Hardaker, Director, Julie Hardaker Lawyers
12.20pm to 1.05pm Panel Discussion: Resolving Disputes Quickly and Cost Effectively
Times of economic uncertainty can lead to an increase in disputes: together with this expert panel you will consider what directors and officers need to know about efficient dispute resolution in 2021.
Facilitator:
Polly Pope, Partner, Russell McVeagh; Fellow, Arbitrators' and Mediators' Institute of New Zealand
Panellists:
Dr Anna Kirk, Arbitrator and Barrister, Bankside Chambers
Mark Kelly, Barrister and Commercial Mediator, Bankside Chambers
Sarah Armstrong, Barrister, Sortland Chambers
1.05pm to 1.15pm Final Q&A and Closing Comments by the Chair
Learning Objectives
- Reflect on what it means to be a stakeholder vs shareholder
- Receive valuable insights on corporate misconduct and ethics
- Stay on top of recent cases affecting directors and companies
- Examine board evaluation as a function of best practice and governance
- Benefit from practical real word insights to effectively resolve disputes
Session 2
Health & Safety, Cybersecurity and Consumer Law Update for All Boards
Chair: Anita Killeen, Barrister, Quay Chambers; Chair of the Auckland Regional Amenities Funding Board
2.00pm to 3.00pm Questions Every Board Should Ask about Cyber Security, Digital and Technology
- An enterprise risk management approach to cyber security
- The legal implications of cyber risk for your business
- Directors' fiduciary obligations and best practice
- Preparing your business through risk categorisation and response plans
Presented by Derek Roth-Biester, Partner and head of Technology & Digital, Anderson Lloyd
3.00pm to 4.00pm Director and Officer Liability Under the Health and Safety at Work Act
Examine the framework and application of the Health and Safety at Work Act with a focus on Directors and Officer liability, including:
- The purpose of the HSWA and an update on the Government’s work-related fatalities goal set in 2013
- An outline of Directors’ and Officers’ duties and liability under the Act
- Analysis of recent trends and cases
- Good governance measures for Directors and Officers
- Discussion on the relevance of the Criminal Proceeds (Recovery) Act 2009 and the future landscape for Director and Officer health and safety liability
Presented by Jennifer Mills, Director and Ethelred Chey, Senior Associate, Jennifer Mills & Associates
4.00pm to 4.15pm Afternoon Tea
4.15pm to 5.15pm Competition and Consumer Law Update for Directors and Officers
- An overview of the upcoming changes to competition and consumer law
- Expansion of the unfair contract terms regime to small business contracts
- How to develop a culture of compliance
- The proposed prohibition on unconscionable conduct
- The criminalisation of cartel conduct
- New taking advantage of market power prohibition
Presented by Brad Aburn, Senior Associate, Russell McVeagh
Learning Objectives
- Understand a board’s obligations relating to technology and cybersecurity
- Gain perspective on board liabilities under the Health and Safety at Work Act
- Consider the biggest developments in competition and consumer law
Presenters
Polly Pope, Partner, Russell McVeagh; Fellow, Arbitrators' and Mediators' Institute of New Zealand
Polly is one of New Zealand's leading commercial disputes lawyers. She has been instructed in several of New Zealand's most significant disputes. Her areas of interest include construction and projects, restructuring and insolvency, financial regulatory enforcement, and class actions. She is recognised as a Leading Individual by Legal 500 in two practice areas. Her client list includes a number of New Zealand’s largest listed companies, multinational corporations, major trading banks and financial institutions, and public sector organisations. Polly also accepts instructions as an arbitrator. She is a Fellow of the Chartered Institute of Arbitrators (UK) and of the Arbitrator's and Mediator's Institute of New Zealand, and a recipient of the Sir Ronald Davison Award for excellence in arbitral award writing.
Adrienne Miller, General Manager, New Zealand, ISCA
Adrienne is General Manager, New Zealand at ISCA, a NFP working in sustainable infrastructure across Australia and Aotearoa New Zealand. She has worked as an executive and adviser for over 20 years in the waste, building products, construction & infrastructure industries and also in a public sector water utility, founding her own boutique consulting firm, Cupola, in 2018. She is a lawyer by training, a Member of the NZ Institute of Directors and, as well as her executive roles sits on several boards: MBIE’s Building Advisory Panel, Infrastructure NZs WIN Advisory Board and Diversity Works New Zealand.
Aaron Lloyd, Partner, MinterEllisonRuddWatts
Aaron Lloyd is a partner at MinterEllisonRuddWatts. He is an experienced litigator, having argued cases before all of New Zealand ‘s major courts, and has been involved in cross border litigation also involving the United States and United Kingdom. An area of specialisation for Aaron is white collar criminal and regulatory matters, and Aaron advises clients on risk management in respect of organisational integrity matters including anti-bribery and corruption, anti-money laundering, sanctions, competition law, and sports integrity matters.
Alix Boberg, Senior Associate, Bell Gully
Alix has extensive experience in the management of regulatory risks and the defence of regulatory investigations and proceedings across a wide range of sectors. Alix has worked both as a prosecutor and defence counsel, in New Zealand and internationally, and joined Bell Gully in 2020. Alix's international experience includes working at Sullivan & Cromwell LLP in New York and Simmons & Simmons LLP in London, where she advised clients under investigation by the U.S. Department of Justice, U.K. Serious Fraud Office and Financial Conduct Authority. Alix holds a Master of Laws from Harvard Law School and was recognised as one of 100 Women in Investigations by the Global Investigations Review in 2018. Before working overseas, Alix was a criminal prosecutor in Auckland, acting as Crown counsel in jury trials, and completed a secondment at the Commerce Commission. She began her career as judge's clerk for the then Chief Justice, Dame Sian Elias.
Julie Hardaker, Director, Julie Hardaker Lawyers
Julie has practiced law for nearly 25 years and operates her own law firm in Hamilton. She practices in employment law, relationship property and public law. Julie is also a governance professional and a Chartered Fellow of Governance New Zealand. She is chair of New Zealand’s Environmental Protection Authority and is chair of HEPA, the Australasian heads of environmental protection authorities. Julie is deputy chair of Governance New Zealand, chair of Women on Boards, a member of the government’s Waste Minimisation Panel and holds other private and not-for-profit board roles. Julie was mayor of Hamilton from 2010 - 2016. Julie has a strong interest in governance training and developing board skills, and women in governance. She regularly presents at conferences on legal issues, governance topics and women in leadership.
Dr Anna Kirk, Arbitrator and Barrister, Bankside Chambers
Dr Anna Kirk is an arbitrator, adjudicator and barrister at Bankside Chambers (Auckland and Singapore). She has extensive experience in international commercial and investment arbitration, with particular expertise arbitrating under the ICC, SIAC, LCIA and UNCITRAL Rules. Anna is a Fellow and Council Member of AMINZ and a Fellow of the Chartered Institute of Arbitrators. She is a contributing author to Williams & Kawharu on Arbitration and teaches international arbitration (Masters paper) at the University of Auckland.
Mark Kelly, Barrister and Commercial Mediator, Bankside Chambers
Mark is one of New Zealand’s leading commercial mediators. Since 2005, he has been a barrister, practising now from Bankside Chambers, Auckland, completed the Mediating Disputes course at Harvard Law School and is also Resolution Institute trained. Mark has experience in the Employment Court, the Employment Authority, the Weathertight Homes Tribunal, the Health Practitioners Disciplinary Tribunal, and the Coroners Court, and acted in numerous arbitrations. He is a sought-after adviser on medico-legal and dispute resolution issues. Mark is the President and a Fellow of the Arbitrators' and Mediators' Institute of New Zealand and is an appointee on the World Intellectual Property Organisation Center’s List of Mediators. He is also on the AMINZ Intellectual Property List and a Fellow of the International Academy of Mediators. Mark was the winner of the Resolution Institute's 2015 award for contribution to dispute resolution by an emerging practitioner. In 2016 he was awarded the AMINZ Ann Edge Memorial Award for Excellence in Fellowship Mediation and the Fellowship Mediation Prize, and in 2019 Mark won the Mediator of the Year Award at the New Zealand Law Awards.
Sarah Armstrong, Barrister, Sortland Chambers
Sarah is an award-winning litigation specialist with over two decades of experience advising on a wide range of commercial disputes, both in New Zealand and in the UK. Prior to joining the bar this year, Sarah was a partner in Russell McVeagh’s litigation practice for 12 years where she served in the role of head of the national litigation group between 2014-2016 and more recently in 2019. Sarah specialises in litigation strategy, company and securities law and tax disputes, banking and financial regulatory investigations and litigation, company schemes of arrangement, complex contract and tort claims, insurance, product liability, intellectual property, competition and fair trading.
Anita Killeen, Barrister, Quay Chambers; Chair of the Auckland Regional Amenities Funding Board
Anita Killeen is a Barrister, Independent Director, and Commercial Mediator with over 20 years’ legal experience. Anita specialises in financial crime & fraud, civil & criminal litigation and governance & decision-making. Anita is the former Chief Prosecutor of the Serious Fraud Office and holds governance roles in the legal, financial, local government, education, health and NFP sectors including having served as a Visiting Justice, a member of the NZ Legal Aid Tribunal, Chair of the Auckland Regional Amenities Funding Board, Deputy Chair of Ngāi Tai ki Tāmaki's Commercial Investment Board, Director of UNICEF New Zealand, Director of Domain Name Commission Ltd, and as a Director of SPCA Auckland, Fertility NZ and NZ Career College. Anita established and Chairs the Pro-Bono Panel of Prosecutors for the SPCA Auckland, is a regularly published author, a faculty member of the NZ Law Society Litigation Skills Programme, an External Moderator & Standards Assessor for the Institute of Professional Legal Studies, a former executive committee member of the Auckland Women Lawyers' Association (but continues as a Mentor in their mentoring programme) and she is an alumna of the Harvard Business School, London School of Economics and Political Science, the Institute for Strategic Leadership and the Institute of Directors.
Derek Roth-Biester, Partner and head of Technology & Digital, Anderson Lloyd
Derek is a partner in Anderson Lloyd’s corporate and commercial team. He has over 20 years’ international experience in commercial matters, with deep sectoral focus in technology (including data privacy), intangible assets and, more recently, blockchain. He has extensive experience of advising in relation to outsourcing arrangements and complex IT projects. Derek joined Anderson Lloyd as a partner in 2019, having previously been a partner at Meredith Connell in Auckland. He also worked for the Hong Kong offices of Sidley Austen and Pinsent Masons over a 12 year period in Asia. He is a member of the Executive Committee of the Hong Kong New Zealand Business Association and a member of the New Zealand Private Equity and Venture Capital Association.
Jennifer Mills, Director, Jennifer Mills & Associates
Jennifer Mills is one of New Zealand's leading employment and health and safety lawyers, with extensive experience in employment litigation, industrial relations, health and safety, complex restructures, large scale Holidays Act issues, executive remuneration and regulation, executive exits and immigration. Jennifer advises clients on all employment related matters including drafting employment agreements and HR policies, managing poor performance, restructuring and redundancy, disciplinary investigations and dismissals, leave entitlements and secondments. She also advises on fixed term employment arrangements, independent contractor arrangements, KiwiSaver and superannuation, collective bargaining, establishing businesses in New Zealand, recruiting employees, and restraints of trade and other post termination obligations. She has been listed as a 'leading individual' in the 2017 Asia Pacific Legal 500 and is rated one of the leading employment lawyers in the world, by Chambers Global.
Andrew McCombie, Solicitor, Jennifer Mills & Associates
Andrew joined Jennifer Mills & Associates in November 2018, after graduating with an LLB and BSc from the University of Otago. Andrew has been involved with a range of employment and regulatory issues and is currently involved in two large regulatory cases brought under the Health and Safety at Work Act. Andrew has assisted clients with disciplinary and performance management processes, restructuring, medical incapacity issues, reviewing and drafting employment agreements and policies, as well as personal grievances. He is particularly interested in dispute resolution and advocacy. Andrew regularly attends mediation and facilitated bargaining, and has experience representing clients in mediation with the Ministry of Business, Innovation and Employment.
Brad Aburn, Senior Associate, Russell McVeagh
Bradley Aburn is a senior associate in Russell McVeagh's Competition/Antitrust and Consumer Law team. Bradley advises clients on the full range of competition and consumer law issues, including merger control issues, joint venture advice, cartel investigations, market power investigations, Fair Trading Act issues, and Commerce Commission prosecutions and appeals. Bradley returned to Russell McVeagh in 2019 after over five years working at Slaughter and May in both its London and Brussels offices. Bradley is also a committee member of the Law and Economics Association of New Zealand.
Venue
Cliftons
Level 4/45 Queen Street
Auckland CBD
Auckland 1010
New Zealand
Parking
Parking is not included in your registration. Nearby options are:
- Downtown Carpark (4 min walk) Click here for rates
- Britomart Carpark (10 min walk) Click here for rates
Directions
CLOSEST TRAIN STATION - Britomart Station, 600m (5 min walk)
CLOSEST BUS STOP - Multiple stops on Queen St and Customs St (1 min walk)