Directors and Officers Summit
Company officeholders face a range of complex issues arising from increased regulation and scrutiny from stakeholders. Attend and hear valuable insights on the cutting-edge issues affecting the board you’re on or the board you advise. Receive a timely update on director’s duties, ESG, health and safety, class actions, and emerging technologies. Stay for the afternoon for practical guidance on governance, board culture, and promoting organisational integrity to minimise professional risk. WEB223NZA42
Description
Attend the full day and earn 7 CPD hours
Session 1
A Changing Landscape: Recent Developments Impacting Boards
Chair: Sarah Armstrong, Barrister, Shortland Chambers
9.00am to 9.05am Opening Comments by the Chair
9.05am to 9.50am Update on Directors Duties
Debut Homes v Cooper [2020] clarified what compensation under s301 can be awarded for breaches of ss135 and 136 Companies Act. That decision has now been applied by the Court of Appeal in Yan v Mainzeal Property and Construction Ltd (in liq) [2021] NZCA 99.
- Examine these decisions regarding liquidators ability to recover for insolvent trading from directors even if during that trading period the net financial position of the company dramatically improved but it was ultimately still insolvent when it was liquidated
- Analyse the ramifications of these decisions for companies and directors and what must happen for a near insolvent company to continue to trade
Presented by Bret Gustafson, Barrister, FortyEight Shortland
9.50am to 10.35am Environmental, Societal and Governance (ESG)
Explore the emerging landscape around ESG and how to approach the evolving legal and regulatory pressures while mitigating risk.
Presented by Ana Coculescu, Senior Associate, Dentons Kensington Swan
10.35am to 10.50am Morning Tea
10.50am to 11.35am Health and Safety Update for Directors and Company Officers
- Health and safety obligations regarding vaccines, including whether or not you can require staff to be vaccinated
- Directors' duties under the Health and Safety at Work Act, including recent prosecutions
Presented by John Farrow, Partner and James Cowan, Associate, Anderson Lloyd
11.35am to 12.20pm Class Actions: Latest Developments and Key Issues for Directors
- Overview of class action landscape
- Insights on Law Commission review of class actions and litigation funding
- Update on recent cases
Presented by Sam Hiebendaal and Liam McNeely, Senior Associates, Bell Gully
12.20pm to 1.05pm Focus on Emerging Technologies: What Boards Need to Know
Receive a comprehensive update on emerging technologies including blockchain and DeFi.
Presented by Derek Roth-Biester, Partner, Anderson Lloyd
1.05pm to 1.15pm Final Q&A and Closing Comments by the Chair
Learning Objectives
- Receive an important update on directors’ duties
- Learn about environmental, societal and governance (ESG)
- Receive a timely update on health and safety pain points
- Understand current issues in class actions
- Receive guidance on emerging technologies
Session 2
Governance Intensive: Organisational Integrity and Board Culture
Chair: Anita Killeen, Barrister, Quay Chambers; Chair of the Auckland Regional Amenities Funding Board
The Importance of Board Culture
Board Culture
2.00pm to 3.00pm Board Culture is the Key: The Impact of Board Culture on Board Performance
- What is board culture and why is it important?
- Factors that influence board culture
- The role of board directors and board chairs in influencing board culture
- How board culture impacts on board performance
- Leadership styles and their impact on board dynamics
- How to change board culture
Presented by Julie Hardaker, Director, Julie Hardaker Lawyers
Company Culture
3.00pm to 4.00pm The Board and Organisational Performance (or Culture in a Complex World)
How do you know that what you expect to happen tomorrow in your organisation will actually happen? Leadership and culture shape success. Consider how boards lead to ensure that the culture of the organisation shapes and delivers the performance the Board requires. Work through case studies for practical insights.
Presented by Anthony Hill, Special Counsel ChenPalmer; Former Health and Disability Commissioner
4.00pm to 4.15pm Afternoon Tea
4.15pm to 5.15pm Organisational Integrity: Avoiding Jail and Scandal
Your role is to ensure that your organisation, or your client’s organisation is minimising the risk of scandal and regulatory/criminal breaches.
- Take a look at how matters such as modern slavery, bribery & corruption, cartel misconduct and other, industry specific, white-collar criminal and regulatory issues should form part of your management of organisational integrity.
Presented by Aaron Lloyd, Partner, MinterEllisonRuddWatts
Learning Objectives
- Workshop important issues around board and company culture
- Understand organisational integrity how to avoid criminal liability
Presenters
Sarah Armstrong
Sarah Armstrong 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 in 2020, Sarah was a partner in Russell McVeagh’s litigation practice for 12 years and more recently has served as a non-executive director on the board of a private technology and investment company with significant operating interests across telecommunication and retail in Australasia and the Pacific. 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. She works closely with boards of directors, senior managers, and their advisers in both the public and private sectors as part of her practice.
Bret Gustafson
Bret Gustafson has practised as a court lawyer for the last 30 years. He was a litigation partner at Kensington Swan from 2000 to 2009. In April 2009 he moved from practice as a barrister and solicitor to practice as a barrister sole. Bret was a foundation member of Fortyeight Shortland, a leading commercial barristers chambers located at Level 34 of the Vero Centre. Bret has appeared as senior counsel in the Privy Council and in two Supreme Court cases, winning all three. Bret has also appeared as Counsel in 15 Court of Appeal hearings and over 150 trials or substantive directions hearings in the High Court. He regularly advises on commercial disputes including shareholder disputes, PPSA issues and general banking and insolvency law.
John Farrow
John Farrow is a Partner co-leading Anderson Lloyd's national employment team. He specialises in Employment and Health & Safety law. John's expertise covers the full range of employment matters, including those which involve criminal and civil aspects. John has represented employees, senior executives, small to medium businesses, councils, local authorities, and corporates. He is a LEADR-accredited Mediator, Member of the Institute of Directors and is an 'Association of Workplace Investigators' Certificate-holder. John is named in the 'Best Lawyers in New Zealand' publication, Labour and Employment Law category, and as a 'next generation partner' in the Legal 500.
James Cowan
James has particular specialist expertise in investigations involving fraud, conflicts of interest, bullying, corruption, or other serious misconduct across all industries. He regularly conducts and advises on workplace investigations. Prior to his current Dunedin-based role James spent six years working in Auckland, first for a large commercial law firm and then in a specialist forensic and employee investigations role in the professional services industry.
Sam Hiebendaal
Sam Hiebendaal is a litigation, dispute resolution, and competition law specialist, with significant experience acting on complex disputes. He has advised on the defence of dozens of class actions in five different countries, and is currently acting on a number of proposed class actions in New Zealand. Sam is also an author of the American Bar Association’s Antitrust Class Actions Handbook (2nd ed), and holds a Bachelor of Civil Law (Distinction) from the University of Oxford.
Liam McNeely
Liam is a litigation and international commercial arbitration specialist, with particular experience in shareholder disputes, claims against directors (and other fiduciaries), civil fraud claims and contentious trust matters. He has acted and advised on numerous complex and high value claims against directors in New Zealand and overseas, with a particular focus on claims arising out of corporate insolvencies. Liam recently returned to Bell Gully following five years at a top boutique litigation and international arbitration firm in London.
Derek Roth-Biester
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.
Anita Killeen
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.
Julie Hardaker
Julie Hardaker 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 The Chartered Governance Institute. She is chair of Governance New Zealand and Women on Boards, a director of Bay Venues Limited, and former chair of New Zealand’s Environmental Protection Authority. Julie 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 supporting women to achieve governance success. She regularly presents at conferences on legal issues, governance topics and women in leadership.
Anthony Hill
Anthony specialises in solving complex and sensitive problems in and with government. Anthony has in-depth experience of the health and disability sectors, and the broader government sector. He joins Chen Palmer after 10 years as New Zealand’s Health and Disability Commissioner and 6 years as Deputy Director-General of Health. During that time he had oversight over the funding and performance of District Health Boards, health crown entities, and exercised an array of regulatory functions. He has practiced law in the public and private sectors. Anthony’s areas of expertise include public law, machinery of government, investigations and enquiries, governance, systems and strategy. Anthony graduated with Bachelor of Laws and Bachelor of Commerce at the University of Canterbury, and completed a Master of Laws at the University of Virginia School of Law.
Aaron Lloyd
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.
Ana Coculescu
Ana is a senior associate at Dentons Kensington Swan. She has specialised in environmental law since 2004 - 15 years in New South Wales, and since 2019 in New Zealand. She has worked in different roles – initially as a tipstaff to the Chief Judge in the NSW Land and Environment Court, in private practice and in a government in-house role. Her practice covers all areas of environment and planning law, and she currently focuses on infrastructure development in New Zealand – with climate change and ESG front of mind.