DAY ONE | THURSDAY | JUNE 6 *agenda subject to change

7:00 a.m. – 8:00 a.m.   
Breakfast + Registration
8:00 a.m. – 8:10 a.m.   
Al Dominick, Managing Director and Executive Vice President, Bank Director
Jack Milligan, Editor, Bank Director
To open the 7th annual Bank Audit Committee Conference, Bank Director’s Managing Director, Al Dominick, and Jack Milligan, the Editor of Bank Director magazine, share recent trends and topics that influenced the setting of this year’s agenda.  In addition, they introduce some of the challenges and priorities driving audit committee agendas at financial institutions across the country to be discussed throughout the conference.
8:10 a.m. – 9:00 a.m.   
Industry Overview:  Navigating Complex Financial, Strategic and Regulatory Challenges
Steven D. Hovde, President & CEO, Hovde Group, LLC
During this staple of Bank Director’s conferences, we “set the table” for the next two days’ conversations with a look at the strategic challenges, operating conditions and general outlook for banks across the country.
9:00 a.m. – 9:50 a.m.   
Regulatory Panel:  Tomorrow’s Challenges & Today’s Priorities
Molly Curl,
Bank Advisory & Regulatory Services Partner, Grant Thornton LLP
John M. Geiringer,
Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP
Bert A. Otto,
Deputy Comptroller, Central District, Office of the Comptroller of the Currency
David A. Van Vickle, Assistant Regional Director — Chicago, Federal Deposit Insurance Corporation
As regulators and requirements continue to evolve, audit committees cannot always wait for the Federal Reserve or other agencies to release guidance to get a sense of the potential impact on their institution.  Economic uncertainty, new political appointments and evolving regulatory expectations continue to pose significant challenges for audit committee oversight. This panel lays out some of the most pressing regulatory issues today and on the horizon.
9:50 a.m. – 10:10 a.m.    
Refreshment Break
10:10 a.m. – 11:00 a.m.   
Kevin T. Kabat,
Vice Chairman & CEO, Fifth Third Bancorp
Fifth Third Bancorp CEO Kevin Kabat describes how the adoption of an enterprise risk management system in 2003 laid the foundation for the bank’s strong financial performance today. Mr. Kabat will detail the program’s evolution and how it guided Fifth Third through the depths of the financial crisis, and kept the bank from making the same mistakes that many of its competitors did.
11:00 a.m. – 12:15 p.m.   
Peer Collaboration
Exclusive to qualified bank attendees, the peer collaboration session offers participants the unique opportunity to brainstorm, network and share insights in small peer groups.
12:15 p.m. – 1:15 p.m.   
1:15 p.m. – 2:05 p.m.    
What Every Audit Committee Must Know About Today’s Risks
Sai Huda,
Vice President & General Manager, Enterprise Governance, Risk & Compliance Solutions, Fidelity National Information Services, Inc.
Every single audit committee member must stay on top of emerging risks.  This session covers the key risks facing banks today and those that are fast emerging, and what are both offensive and defensive strategies for a bank’s board to consider to manage the risks proactively while maximizing shareholder value.
2:10 p.m. – 3:00 p.m. 
Breakout Sessions (select one)

Breakout I:  Board Basics: Audit 101
Robert M. Fleetwood,
Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP
Donald L. Krahmer, Jr., Bank Audit Committee Chairman, Pacific Continental Corporation
John E. Palmer, Managing Partner, ICS Consulting Partners
Audit committee members are required to understand a broad range of highly technical financial, audit and risk management issues, and this informative session identifies the key information that every audit committee member needs to know.

Breakout II:  When Do Banks Need a Risk Committee?
Michael J. Percy,
 Partner, Crowe Horwath LLP
Banks above $10 billion in assets must have a board-level risk committee.  When – and why – do banks below that size need one?  This session provides a blueprint for making this decision.

Breakout III:  Understanding Board Liability
Dennis Gustafson,
SVP & Financial Institutions Practice Leader, AH&T Insurance
Joan Susie, CEO, Bank Director
An audit committee needs to identify key areas of risk that impact the board.  From FDIC suits to shareholder litigation to other board-related liabilities, risks abound.  This session explores tactics to transfer such risks to ensure your board is protected.
3:00 p.m. – 3:15 p.m.   
Refreshment Break
3:15 p.m. – 4:05 p.m.   
Peer Breakout Sessions:  Critical Issues for Audit Committees (select one)
These breakout sessions get specific and into the nitty-gritty accounting issues that confront audit committee members.  From setting loss reserves, accounting for mergers, mark to market… a long list of issues will be discussed within these peer breakout sessions.

Breakout I:  Large Banks
Steven M. Haas,
Partner, Hunton & Williams LLP
Eileen A. Kamerick,
  Bank Audit Committee Chairman, Associated Bank
John G. Klinge, Partner, KPMG LLP

Breakout II:  Public Community Banks
Joseph Ceithaml, Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP
Sam Strausbaugh, Bank Audit Committee Member, First Federal Bank 
Craig Yoder, Partner, Crowe Horwath LLP

Breakout III:  Private Community Banks
Brian Blaha, Partner, Wipfli LLP
Justin M. Long,
 Partner, Bracewell & Guiliani LLP
Richard C. Walden, Bank Audit Committee Chairman, Carlinville National Bank Shares, Inc.
4:10 p.m. – 5:00 p.m.    
Repositioning the Internal Audit
Thomas L. Kennedy,
Bank Audit Committee Chairman, National Penn Bancshares, Inc.
Lynn McKenzie, Partner, KPMG LLP
Ingrid S. Stafford,
Bank Audit Committee Chairman, Wintrust Financial
Bankers today face the pressure of doing more with fewer resources.  Every business function, including internal audit, is expected to bring value to an institution.  This session illustrates ways to reposition internal audit as a key factor in a broad range of governance, strategic, financial and operational risk and compliance issues.
5:00 p.m. – 6:00 p.m.   
Cocktail Reception
Sponsored by: Hovde Group, LLC


7:00 a.m. – 8:00 a.m.   
8:00 a.m. – 8:10 a.m.   
Al Dominick,
 Managing Director & Executive Vice President, Bank Director
To welcome attendees back, Bank Director’s Managing Director, Al Dominick shares highlights from yesterday’s breakout sessions and peer exchanges before laying out the day ahead.
8:10 a.m. – 9:00 a.m.    
How Management and the Board Work Together to Manage Risk
William G. Knibloe II,
Partner, Crowe Horwath LLP
William L. Hartmann, Chief Risk Officer, KeyCorp
Ray Underwood, Bank Risk Committee Chairman, Union Savings Bank
The audit committee’s role in ensuring accurate and transparent disclosure is more difficult and challenging than ever — and so too are the many risks facing a bank.  What is the proper role of the board in evaluating risk, whether you have a separate risk committee or the responsibility rests with the audit committee?
9:05 a.m. – 9:55 a.m.   
Topic Breakouts (select one)

Breakout I:  Risk Dashboard:  The Key to a High Performing Audit Committee
Sai Huda,
Vice President & General Manager, Enterprise Governance, Risk & Compliance Solutions, Fidelity National Information Services, Inc.
Given all of the new threats faced by banks, it is critical for the audit committee and the board to use a risk dashboard.  See what a highly effective risk dashboard looks like, what are key risk indicators (KRIs) that can be used to avoid problems and how to use the intelligence for optimal risk oversight.

Breakout II:  Is BOLI Right for Your Bank?
Glenn A. Blackwood,
Managing Consultant, Equias Alliance, LLC
David F. Boyle, Consultant, Equias Alliance, LLC
Becky A. Pressgrove, Senior Vice President & Chief Operating Officer, Equias Alliance, LLC
This session will include information related to the regulatory environment, BOLI due diligence process, including the requirements of Section 939A of Dodd-Frank, and other management and board responsibilities which include requiring banks to conduct an annual review and risk assessment of BOLI. It will also provide educational information regarding BOLI and why banks purchase BOLI.

Breakout III:  What is My Bank Really Worth?
Steven D. Hovde,
President & CEO, Hovde Group, LLC
Bank M&A pricing has improved — but has not yet recovered to the attractive valuations that were available just a few years ago.  Couple this with a volatile equities market and the valuation process can become tricky.  This session helps audit committee members understand how the valuation process works.

Breakout IV:  The Audit Committee’s Role in M&A Due Diligence
Doug Fitzgerald, Partner, Wipfli LLP
Justin M. Long, Partner, Bracewell & Giuliani LLP
With the bank mergers and acquistition market poised for its long awaited rebound, what responsibility should the audit committee have for reviewing a proposed transaction for important risk or financial issues?

9:55 a.m. – 10:15 a.m.   
Refreshment Break
10:15 a.m. – 11:05 a.m.   
Topic Breakouts (select one)

Breakout I:  Audit Committee:  Do You Need A New Playbook?
Salvatore A. Inserra,
Partner, Crowe Horwath LLP
In today’s highly regulated environment, this informative session will help bank audit committee members understand their role in regulatory compliance and how to maintain a healthy relationship with their institution’s primary regulator.

Breakout II:  Preventing Fraud Through Forensic Investigations
Sankar Krishnan,
Global Client Engagement Head, Banking & Financial Services Practice, Sutherland Global Services
Mary Beth Vitale,
 Nominating and Governance Committee Chairman, Cobiz Financial
Knowing what the bank’s risks are, including the potential for fraud inside and outside the bank, is a particular focus for audit committee members.  To prevent fraud, the audit committee needs to oversee management while taking care not to step into management’s role.

Breakout III:  Financial Disclosures and Investors Communications
Kendra Decker, Partner, National Professional Standards Group, Grant Thornton LLP
Todd A. Gipple, CFO, COO & Executive Vice President, QCR Holdings, Inc.
Audit committees, management and boards of directors of banks and securities firms must keep pace with changing regulations, from the rules created under the Dodd-Frank Act to new accounting pronouncements.   For those “going on the road,” this session looks at effective ways to communicate with investors and potential investors without running afoul of regulatory guidance and requirements.
11:10 a.m. – 12:00 p.m.    
Putting A Collar on Cyber Risk
Kathryn A. Byrne,
Bank Audit Committee Chairman, Signature Bank
John J. Delionado,
Partner, Hunton & Williams LLP
Raymond Strecker,
Special Advisor, Promontory Financial Group LLC
One of the difficulties facing the bank audit committee is clearly defining its risk responsibility relative to that of the entire board.  While banks design their internal control to help mitigate risk, the audit committee needs to properly address cyber risk as more and more attempt to attack an institution through the web.
12:00 p.m. – 12:05 p.m.   
Closing Remarks
Jack Milligan,
Editor, Bank Director