Corporate Governance Essentials for New Directors

Our 3-day program is all business, including working lunches and panel discussions. This intense and interactive learning experience will challenge your business perspective and prepare you for your new seat on the board.

Optional Immersion Day2008 Schedule
Sunday, March 16
An optional full-day session at the beginning of the program provides a foundation in finance and accounting for those who would like a refresher from the board perspective. Those looking to understand the relationships among the balance sheet, the income statement, and the statement of cash flows should consider attending. This optional day will also include an overview of the director search process.

1. Accounting Basics

2. Finance Basics

3. An Inside Look at the Director Search Process

A window into the director recruitment process, from the search firm perspective.

Monday, March 17

1. Governing Board Policies and Practices in an Era of “Investor Capitalism”

A focus on the board’s relationship with large institutional shareholders and top management. Topics include the rise of institutional holdings and unrelenting investor pressures for performance; how the board and management bring greater focus on “shareholder value” to the company but at the same time ensure that investor demands do not undermine customer focus and long-term planning; the directors’ multiple roles as decision-maker, monitor and advisor to top management; the organization of the board, including its size, lead director or independent chair, committee structure, and decision protocols; the board’s major decisions including executive succession; and director and executive capabilities required for leading companies in an era of investor capitalism.

2. Luncheon Speaker

3. CEO and Senior Executive Succession Planning

A facilitated discussion with experienced directors that will explore the board’s role in CEO succession and best practice in running effective processes, as well as the board’s role in overseeing the development of leadership “bench strength” below the level of the CEO.

4. The Board and Executive Compensation

The session will emphasize, but not be limited to, the role of the compensation committee (given that every director needs to pay attention to the CEO’s incentive structure). Boards and compensation committees must choose compensation and incentive plans for the corporation’s CEO and top executives. This session will review the typical executive compensation plans. It will discuss how to balance appropriate compensation, appropriate incentives, and the concerns of shareholders and other stakeholders.

5. The Legal and Regulatory Environment

An overview of directors' legal duties, describing what the law expects of outside directors in a variety of typical and extraordinary circumstances. Will assess the risk of director liability for money damages, in light of recent high-profile cases, the business judgment rule and various protections against out-of-pocket liability. Recent legal, regulatory and "proxy season" developments of interest to directors will be outlined. The roles of the company’s corporate secretary and general counsel, and independent advisors to the board, will be discussed.

6. How to Select a CEO

An inside look at the nuts-and-bolts of CEO searches.

Tuesday, March 18

1. The Board Role in Strategy and M&A

This session will address corporate governance issues with respect to selling a company/entertaining acquisition bids, or acquiring a company; as well as, more broadly, the topic of the board’s role in strategy.

2. Luncheon Speaker

An account of post-scandal comprehensive reform of corporate governance at Tyco, by its top governance executive.

3. Spotting Red Flags: Ethics and Board Leadership

This session will describe the ethical challenges facing boards in the post-Enron era of ethics and compliance. It will provide data on the relationship between ethics and long-term financial performance; highlight the lessons of failures and successes over the past decade, including those of compliance programs, ethics programs, and board member involvement; identify “risky currents” that predictably challenge even good directors on the boards of good companies; identify successful strategies that reinforce a culture of “speaking up”; and describe best practices for board leadership in ethics management.

4. Evaluating Deals

This session will elaborate on what directors need to know in order to perform their governance role with respect to mergers and acquisitions. Empirical research relating to value creation/destruction in M&A, as well as to the effect of defensive mechanisms such as poison pills and staggered boards, will be discussed. Best practices will be outlined as to the board’s role in overseeing M&A activity.

5. Evening Speaker

M&A from the banker perspective.

Wednesday, March 19

1. Financial Reporting: What Every Director Needs to Know

This session focuses on improving the ability of participants to monitor a company’s financial reporting, with the goal of detecting aggressive or fraudulent accounting practices. It begins with an overview of the financial reporting regulatory environment. Using the case of an actual company that committed accounting fraud, participants will then learn a simple, structured ratio analysis approach that can be used to identify situations where the accounting numbers appear too good to be true. The session concludes with a discussion of off-balance-sheet activities and how they can be used to distort a company’s reported financial condition.

2. Designing an Effective Board

Topics will include best practices regarding board and director evaluations; data and best practices as to structural matters like insider/outsider mix, and mix of director skills and backgrounds; pros and cons of, and trends relating to, separating the CEO and chairman positions; role of lead directors; board size, etc. Empirical research assessing the link between board structures and performance outcomes will be reviewed. Will also discuss mechanisms for getting appropriate information to the board and putting the right items on the board’s agenda.

3. Navigating Your Way as a New Board Member

In a facilitated discussion, experienced directors will offer practical guidance to newly elected directors on everything from how to dress and where to sit, to how to speak up and contribute most effectively.

Corporate Governance Essentials is specifically designed for those who are about to become members of the board of a publicly held company, as well as those who have been board members for two years or less. More experienced directors will also benefit, as will board members of companies that aspire to become public in the near future. The disciplines covered will apply to private or family company boards and nonprofit organizations, but not all of the specific regulations and processes of public companies will apply.

By attending this program, you will:

• Understand essential questions that board members should be asking management and outside experts regarding financial disclosure, succession planning, compensation and litigation.
  
• Learn what audit committee members should know about revenue recognition, off-balance sheet financing and accounting methods and disclosures.
  
• Develop frameworks for legal and prudent strategies to help boards navigate in today’s litigious environment.
  
• Understand and benchmark against best practices in corporate governance.
  
• Develop tested strategies for managing CEO succession and evaluating executive compensation.
  
• Evaluate the role of the board in strategy development, evaluation and company evolution.
  
• Reconsider your company’s corporate governance principles in a proactive way rather than as a reaction to mandated legislation.
  
• Recognize institutional investors as a new audience looking to boards for answers and learn successful ways to communicate.
  
• Understand how to manage the independence often found at the committee level on today’s boards, and explore how critical oversight occurs there.

Participant endorsements from our March 2007 program:

“Very good basic training for new directors. Should accelerate their development to becoming an effective director.”

“Especially helpful as a broad introduction to Board membership.”

“I particularly liked the focus on what questions we as board members should ask.”

“I don't believe there is anyone involved in business that would not learn something.”

“Strong program that brought good blend of academic and practical experienced learning and insights.”

“The program has over delivered in every area — instructors, guest speakers, content, and practical application.”

“Excellent depth, breadth of course material in a very condensed period of time.”