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 Optional Session: April 6, 2015
Applications accepted on a rolling basis.
Optional Finance and Accounting Tuition: $1,500
Location: Stanford, CA
The program fee includes tuition, books and meals.
Accommodation is available on campus for an additional $150 per night.

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.

Overview

Stanford Business. Stanford Law. Booth. Tuck. Four of the world's most prestigious academic institutions. Four rigorous days of learning from world-class faculty combined with invaluable networking. Directors' Consortium gives you the leading-edge strategies, frameworks, and best practices for making complex and crucial board decisions in uncertain times.

Big data, shareholder activism, social media, financial literacy, liability risk. The list of issues and responsibilities for board members is ever increasing and changing. Drawing on cutting-edge research, current governance issues, emerging topics, and practical knowledge, Directors' Consortium goes beyond compliance to explore how directors can best represent shareholders and other stakeholders. You'll learn about financial reporting, compensation, fiduciary duties, CEO succession, and more. You'll develop a greater understanding of the board's oversight and advisory roles. And you'll examine real-world scenarios and formulate action plans with a set of people who confront similar problems.

Faculty Directors
Other Faculty
David F. Larcker

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, and Morgan Stanley Director of the Center for Leadership Development and Research.

Michael Klausner
Michael Klausner

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.

Sydney Finkelstein

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

Steven N. Kaplan

Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance at University of Chicago Booth School of Business

Roman L. Weil

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

Video Introduction
Directors' Consortium
"We understand that directors have a wealth of experience and we want them to share that experience with us." — David F. Larcker

Join Faculty Director David F. Larcker and hear how this unique academic collaboration addresses the fundamentals of corporate governance as well as the emerging topics that directors confront in their jobs.
Key Benefits

Directors’ Consortium will help you:

  • Understand your fiduciary, legal, and ethical oversight responsibilities
  • Explore shareholder activism and the impact of social media
  • Benchmark against best practices in corporate governance
  • Evaluate the role of the board in strategy development, evaluation, and evolution
  • Develop frameworks for prudent legal strategies to navigate litigious environments
  • Formulate strategies for managing CEO succession and evaluating executive compensation
 
 
 
 
 
 

Program Highlights

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.

Who Should Attend?

The Directors' Consortium is essential for directors who must make complex board decisions. It’s specifically designed for:

  • Current or future board members of a public company*
  • Board members of companies that aspire to become public in the near future
  • Board members who serve on boards of foreign corporations that are or aspire to be listed on U.S. exchanges

* 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:

  • Board members who are unfamiliar with basic accounting principles
  • Board members who want to update and refresh their financial knowledge
SAMPLE Participant Mix
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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
Director
Old Second Bancorp

Facilities

 
 
 
 
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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.
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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.
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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.

Contact

Sophia Yang Ghaffary
Director, Programs and Marketing
Phone: +1.650.723.5637
Email: sophiayang@stanford.edu


The Stanford Difference

The Place: Immerse yourself in innovation.
The Experience: Transform your thinking, your career, your company.
The Approach: Challenge yourself with research-based learning and real-world experience.