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Dates: May 6 - 8, 2009
Application Deadline: March 30, 2009
Tuition: To be announced

Program Outline
Sample Schedule (PDF)

Policy and Strategy

This session will address the board's role in the strategy process. Key questions include: What is strategy and what role does it play in guiding the actions of the firm? How can the board identify the strategy of the firm? What is the board's role in developing the firm's strategy? What factors explain how direct the board's involvement should be? How can boards successfully devote the appropriate attention to strategic issues?

What Is Good Governance?

In this session, we will discuss the definition of corporate governance, examine the ways that governance is measured, and overview research about how governance affects executive decision making and firm performance. We will discuss the characteristics and evidence on the role of "anti-takeover" features such as poison pills and staggered boards, and their relation to shareholder value. We will also discuss how institutional investors assess good governance, enabling directors to better assess the consequences of board characteristics.

CEO Selection and Evaluation

Identifying an effective CEO and providing the CEO with appropriate incentives and evaluations are among the greatest challenges facing boards. This session will address how boards should answer fundamental questions about their CEO: Do we have the right CEO? What incentives are appropriate? How should talent be assessed? What board processes are effective in planning for CEO succession?

Directors' Duties and Liability Risk

This session will address widespread misunderstandings in the press, among directors and even among lawyers, regarding the personal liability risk facing outside directors. It will explain the extremely low nature of that risk, and the actions boards can take to reduce the risk of personal liability to an even lower level. The session will also address directors' duties independent of the threat of personal liability.

Financial Policy

Boards are often called upon to approve financial transactions, requiring a firm grasp of the implications of these transactions for shareholders, the firm, management, employees, and other constituencies. These sessions address what directors should understand about corporate finance. Directors will develop a framework for thinking about the directors' role in financial transactions, and discuss their role in providing advice and oversight in the context of share repurchase and merger and acquisition transactions.

Financial Reporting Issues Facing Directors

What do directors need to know to be effective in providing oversight of financial reporting, assessing financial reporting quality, and managing the engagement of the outside auditor? These sessions focus on effective processes to achieve effective oversight, the board's role in financial reporting, disclosure policy and earnings guidance, and effective handling of earnings restatements. The sessions highlight the implications for directors of relevant research on how investors respond to accounting information as well as current expertise from practice.

Executive Compensation

The choice of executive compensation plans is one of the most important tasks for the board of directors. This session will review the characteristics of typical compensation plans and the controversies surrounding executive remuneration. We will discuss the factors that the compensation committee should consider when setting executive pay levels, selecting performance measures, incorporating stock options and restricted stock in the remuneration programs, and deciding on the appropriate level of equity ownership by executives. This session also covers innovations in compensation plans and the design of director compensation.

Power and Persuasion: How Effective Directors Influence CEOs and Board Decisions

One of the most important roles directors serve is helping CEOs make higher quality decisions. To be effective, directors must be skillful at using power and influence in the boardroom and at communicating those decisions to the outside world, including the media and shareholders. These sessions will develop a framework for thinking about how effective directors use power and influence; they will discuss how to frame decisions more creatively and influence tactics for addressing controversial issues or conflict situations within boards.

Programs, dates, fees, and faculty are subject to change.