The Directors' Consortium is a joint offering by the Stanford Graduate School of Business, the Stanford Law School, the University of Chicago Booth School of Business, and the Tuck School of Business at Dartmouth.

Corporate board members have faced new challenges and have had an increased recognition of their responsibilities since the wave of governance reform swept in. The Directors' Consortium goes beyond compliance to explore how directors can best represent shareholders and other stakeholders in their advising and oversight roles. The program gives participants the frameworks and strategies to understand the current governance environment and to carry out their responsibilities. Directed by distinguished faculty members, this program provides frameworks, strategies, and best practices for structuring decisions in the key policy areas that directors face.

Visit Directors' Consortium website for more info.

Program Dates: April 7-10, 2015
Optional Finance Day: April 6, 2015
Program Tuition: $9,500
Location: Stanford, CA
Finance and Accounting Day (Optional): $1,500
The program fee includes tuition, books, and some meals.

Program Overview

This comprehensive program focuses on strengthening participants' understanding of the board's oversight and advisory roles and explores ways to serve these roles more effectively. The program draws on the research and practical knowledge of world-class faculty and leading experts in governance practice. Participants will learn about board structure and processes, financial policy, financial reporting, compensation, fiduciary duties, litigation risk, and CEO performance evaluation and succession. This unique three-day program is intimate in size to foster interactions among participants, faculty members, and leading governance practitioners. Directors will develop a deeper understanding of business and governance to apply to the issues facing their boards.

Faculty Directors
Other Faculty
David F. Larcker

James Irvin Miller Professor of Accounting; Codirector of the Directors' Consortium Executive Program; Morgan Stanley Director of the Center for Leadership Development and Research; Senior Faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford; Professor of Law (by courtesy) Stanford Law School

Michael Klausner
Michael Klausner

Nancy and Charles Munger Professor of Business and Law, Stanford School of Law, Stanford University

Sydney Finkelstein

Steven Roth Professor of Management, Tuck School of Business at Dartmouth

Steven N. Kaplan

Neubauer Family Professor of Entrepreneurship and Finance, the University of Chicago Booth School of Business

Roman L. Weil

V. Duane Rath Professor Emeritus of Accounting, the University of Chicago Booth School of Business

Directors' Consortium
Directors' Consortium
Corporate board members have faced new challenges and have had increased recognition of their responsibilities since the wave of governance reform swept in. Join Faculty Director David Larcker as he discusses how Stanford GSB's Executive Education program on Corporate Governance goes beyond compliance to explore how directors can best represent shareholders and other stakeholders in their advising and oversight roles.
Key Takeaways
  • Increased understanding of your role in the corporate governance environment
  • Frameworks and strategies to help you effectively manage the critical issues confronting board members today
  • Overview and development of key frameworks for legal and prudent strategies to help boards navigate today's litigious environment

Highlighted Sessions

Financial Reporting Issues for Corporate Board Members
This session focuses on the roles and responsibilities of directors in the context of corporate governance and compliance in light of the Sarbanes-Oxley Act of 2002, new required disclosures about executive compensation, and increased regulatory oversight and enforcement. Boards increasingly are taking a proactive stance to spot risks before they become incidents that will be the focus of enforcement or litigation. Boards also are actively managing a company's social contract to reflect a broader set of stakeholders, changing expectations, and new risk and business opportunities from social and political forces.

Board Oversight and Spotting the Warning Signs for Management Failure
Boards of directors provide oversight of corporate strategy and of the business leaders responsible for that strategy. Boards need to know what to look out for, and especially what warning signs to pay attention to, if they are to effectively spot brewing failures. This session will help directors spot the strategic, cultural, organizational, and leadership actions and signals that call for probing and discussion as part of their oversight work. Directors alert to what might go wrong at companies on whose boards they sit reduce the risk of unhappy surprises.

CEO Succession: Selection and Evaluation
Surveys of corporate boards indicate that only about one-third of all boards have developed a detailed CEO succession process, yet directors uniformly acknowledge that managing CEO succession is a fundamental duty. In this session, we analyze just what a CEO succession process should look like, what the role of the board is relative to the CEO, what research tells us about the most important attributes of new CEOs, the board's role in ensuring that their companies are developing a robust talent pool, and the types of questions boards need to ask to effectively manage this process.

Executive Compensation and Incentives
This session focuses on the motivation behind, and the process of, aligning incentives via compensation. Participants 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.

Current Topics in CEO Compensation
Boards must choose compensation plans for the corporation's executives. Directors will learn how the incentives produced by these choices impact the economic performance of the firm. This session will review the typical executive compensation plans and discuss the factors that the compensation committee should consider before approving remuneration arrangements. It will examine innovations in the design of compensation contracts, role of compensation consultants, and how shareholder activists and other stakeholders assess executive compensation and equity ownership.

Audit Committee -- Qualifications, Responsibilities, and Content
What should audit committee members know? This session will explore the levels of independence, financial literacy, and financial expertise required for service on the committee. Mechanisms for achieving those levels, as well as their certification, will also be discussed. What duties fall to members of the audit committee? What accounting issues do they need to understand? This session will consider revenue recognition, off-balance sheet financing, and other critical issues.

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 Board's Legal Duties and Liability Risks
This session will cover the legal duties of the board of directors. Directors' duties have long included the fiduciary duties of care and loyalty, the origin of which is state common law. In 2002, Congress enacted the Sarbanes-Oxley Act, which imposes new obligations on boards, and the stock exchanges adopted corporate governance rules, which create yet additional responsibilities. In this session, we will discuss what these legal rules mean for board structures and processes, and what they mean for the risk of director liability. In both areas, the goal will be to embed these inquiries in real-world situations boards face in confronting difficult problems.

Who Should Attend?

The Directors' Consortium is a dynamic, cross-disciplinary, research-based executive program focusing on the role of directors in driving and sustaining corporate success even in uncertain times. The program is specifically designed for those who already are, or are about to become, members of a board of directors of a public company. Board members of companies that aspire to become public in the near future will also benefit, as will those who serve on boards of foreign corporations that are listed or aspire to be listed on U.S. exchanges. The disciplines covered will be relevant to private or family company boards and nonprofit organizations, but not all of the specific regulations and processes of public companies will apply. Participants will gain leading-edge strategies, frameworks, and best practices for making crucial board decisions in a changing environment.
SAMPLE Participant Mix
The instructors had a thought-provoking style that made a real impact on my thinking. I left with a framework and understanding of best practices that will make me a more effective board member.
– Edward R. Bonifas
Old Second Bancorp


Stanford University
The Stanford campus is world renowned for its natural beauty, Spanish mission-style architecture, and temperate climate. With more than 8,180 acres (3,310 hectares), Stanford's campus ranks as one of the largest in the United States. Participants in Stanford's Executive Programs become part of a quintessential university setting, residing together, walking or biking to classes, and enjoying access to Stanford University facilities.
The Knight Management Center
Opened in spring 2011, the Knight Management Center has transformed the Stanford Graduate School of Business into a vibrant and unified indoor-outdoor, living and learning community. Participants will take classes at this new state-of-the-art campus, which features tiered classrooms with extensive floor-to-ceiling glass, the latest in audiovisual technology, numerous breakout and study rooms, outdoor seating areas to encourage informal discussion, and an open collaboration lab that employs hands-on and design thinking techniques.
Schwab Residential Center
Designed by renowned Mexican architect, Ricardo Legorreta, the Schwab Residential Center gives residents ample privacy while promoting collegial interaction through shared lounges, outdoor meeting areas, a library, and an exercise room.

Optional Finance and Accounting Day

An optional full-day session at the beginning of the program provides an excellent foundation in finance and accounting basics for those with limited financial backgrounds or for those who would like a concentrated refresher from a board-level perspective. Those who are unfamiliar with basic accounting principles, such as the relationships among the balance sheet, the income statement, and the statement of cash flows, should consider attending.


Erica Mohar
Associate Director, Programs and Marketing
Phone: +1.650.721.9471