Curriculum

How do you manage shareholder activism? How do you design an effective compensation program? How can you reduce your exposure to risk?

The Directors’ Consortium addresses the critical challenges you face in a world in which board members must focus on both conformance and performance.

Program Highlights

Below is just a sample of the sessions you’ll experience as part of the program.

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 that companies have made.

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. We will explain how directors can ensure that their companies’ directors and officers liability 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 companies’ indemnification and D&O insurance arrangements, and understand how to preserve the insurance assets of your companies.

Recent Developments in Financial Reporting

This session will cover impending and proposed changes to financial reporting — for example, in the areas of 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 Securities and Exchange Commission 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 a review of the questions that a board member should ask in trying to understand a company’s true economic position;
  2. Understanding the capital markets, including an examination of how the markets evaluate a company and how a board should — and should not — respond; and
  3. Evaluating M&A transactions, including a review of the questions that a board member should ask regarding any transaction.

Cybersecurity and the Board

Cybersecurity is a high priority for businesses, executives, the military, and intelligence agencies. Not surprisingly, corporate boards are increasingly being dragged into discussions of cyber risks, cyber threats and cyber governance — some willingly and some not so willingly. In this session, we will consider what role boards should play, and what board members should minimally know and do.

Who Becomes a CEO and Which CEOs Succeed?

The goals of this session will be to understand how to identify and choose future CEOs and leaders.

Legal Rules of Governance

This session focuses on the primary duties of directors (care and loyalty) and the difficulty of identifying good corporate governance practices in an increasingly checklist-dominated environment. We then discuss directors' duties in three principal areas of decision-making: shareholder suits, executive compensation, and M&A.

Board Oversight and Spotting the Warning Signs of Management Failure

Boards of directors are charged with oversight of companies, and a key component of that is risk assessment — which has become particularly vital in recent years. While there are many aspects of risk that are important, the one set of factors that business overseers tend not evaluate 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 of failure while there is still time to do something about it.