How do you manage shareholder activism? How do you design an effective compensation program? How can you reduce your exposure to risk? Directors' Consortium addresses the critical challenges you face in a world where board members must focus on both conformance and performance. It’s an unparalleled academic partnership between 4 leading institutions—Stanford Graduate School of Business, Stanford Law School, University of Chicago Booth School of Business, and Tuck School of Business at Dartmouth—and a uniquely interactive learning experience.
Visit Directors' Consortium website for more info.
Finance and Accounting Basics
This optional full-day session provides an excellent foundation in finance and accounting basics from a board-level perspective. It's ideal for directors who are either unfamiliar with the principles or just need a refresher.
The James Irvin Miller Professor of Accounting at Stanford Graduate School of Business and Senior Faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford, is a leading researcher in executive compensation and corporate governance. He specializes in the design of compensation contracts and the evaluation of governance choices by firms. He is also a Professor of Law (by courtesy), Stanford Law School.
The Nancy and Charles Munger Professor of Business and Law, Stanford School of Law, specializes in the areas of corporate law, corporate governance, business transactions and financial regulation. His research has included theoretical and empirical analyses of corporate governance, takeover defenses, standardization of contracts, and the economics underlying business transactions. His most recent work includes empirical studies of officer and director liability, liquidation rights in venture capital financing, and a review of the contributions and shortcomings of the empirical literature on corporate law.
Associate Dean for Executive Education and Steven Roth Professor of Management, Tuck School of Business at Dartmouth; Faculty Director, Tuck Executive Program
Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance, University of Chicago Booth School of Business
V. Duane Rath Professor Emeritus of Accounting at University of Chicago Booth School of Business
Directors’ Consortium will help you:
OPTIONAL FINANCE AND ACCOUNTING BASICS
Finance and accounting considerations drive most board decisions. This one-day optional session, the day before the program starts, will give you a strong command of finance and accounting principles to help you make better decisions. Topics include accounting basics, financial reporting, financial statements, balance sheets, income statements, cash flow statements, theory and principles of finance and its implications for corporate governance, and board decision making.
SHAREHOLDER ACTIVISM
In this session you will examine the recent increase in shareholder activism and the controversies surrounding it. This session will provide a historical examination of activism and review whether activists have a short or long run orientation in their investment. Using cases, you will explore some of the choices companies have made.
BOARD OVERSIGHT AND SPOTTING THE WARNING SIGNS OF MANAGEMENT FAILURE
Boards of directors are charged with oversight of companies, a major part of which is risk assessment, particularly in recent years. While there are many aspects of risk that are important, the one area that tends not to be evaluated carefully is the strategy, leadership, and process attributes of companies. In this interactive session, we consider why organizations fail and what boards can do to spot the early warning signs for failure while there is still time to do something about it.
DIRECTOR LIABILITY RISK
The goals of this session are to reconcile the divergence between perceptions of personal out-of-pocket liability risk for outside directors and the reality of that risk. It will explain how directors can ensure that their companies' D&O insurance policies and indemnification arrangements provide appropriate protection, and describe the board's monitoring role in the D&O insurance claims process. When the session is over, you will better understand your risks, know which questions to ask to determine whether you and your companies are adequately protected under the company's indemnification and D&O insurance arrangements, and preserve the insurance assets of your companies.
SOCIAL STUDIES: WHY SOCIAL MEDIA MATTERS FOR BOARDS
Welcome to the heart of Silicon Valley, where new social technologies seem to launch daily. Social media has fundamentally changed the way companies and customers interact, creating both new opportunity and risk for business. This session develops a framework for thinking about social media from the perspective of a board member. Real world examples are used to illustrate what has changed, why you should care, and what to do in response.
CEO SUCCESSION PLANNING
Surveys of corporate boards indicate that only about one-third of all boards has developed a detailed CEO succession process, yet directors uniformly acknowledge that managing CEO succession is a fundamental duty. In this session, you will analyze just what a CEO succession process should look like and what types of questions boards need to ask to effectively manage this process. You will explore what the role of the board is relative to the CEO, what research tells us about the most important attributes of new CEOs, and what the board's role is in ensuring that their companies are developing a robust talent pool.
RECENT DEVELOPMENTS IN FINANCIAL REPORTING
This session will cover proposed and impending changes to financial reporting; for example, revenue recognition, accounting for leases, and accounting for financial instruments. The session will also touch on differential standards for private companies, including the potential implications of those differences for SEC registrants. Finally, the session will consider some recent changes in US GAAP and in disclosure requirements, as well as several process issues related to SEC activities.
EXECUTIVE COMPENSATION AND INCENTIVES
This session focuses on the motivation behind, and the process of, aligning incentives via compensation. You will examine the incentive properties of executive pay, the changes in compensation over the past two decades, and current trends in the features of compensation packages.
FINANCE
This session will explore the various aspects of corporate finance that board members should know. It will cover three primary areas: (1) evaluating financial statements and financing decisions, including questions a board member should ask in trying to understand the company's true economic position; (2) understanding the capital markets, including issues regarding how the markets evaluate a company and how a board should—and should not—respond; and (3) evaluating M&A transactions, including questions that a board member should ask of any transaction.
The Directors' Consortium is essential for directors who must make complex board decisions. It’s specifically designed for:
* The disciplines covered will also be relevant to private, family-owned, and nonprofit organizations, but not all of the specific regulations and processes of public companies will apply to such entities.
The optional Finance and Accounting Basics session is specifically designed for:
