Executive Education

Directors' Consortium

Explore the fundamentals of corporate governance and board service at both new and established companies.

The Directors' Consortium offers corporate board members the benefit of a research-based, comprehensive approach to the complex decisions they must make. In light of regulatory changes and reduced public confidence, becoming an educated board director is a necessity, not an option. Now more than ever, directors need to understand their fiduciary, legal, and ethical oversight responsibilities—the bar has been raised for all directors. Boards must focus on performance, not conformance. The result of an unparalleled academic partnership, this program combines powerful ideas and strategic insights to deliver an incomparable executive learning experience for corporate board members.

Faculty members from the Stanford Graduate School of Business, the Stanford Law School, and the University of Chicago Booth School of Business, harness their knowledge, research, and expertise to provide a dynamic, cross-disciplinary executive program focusing on the role of directors in driving and sustaining corporate success even in uncertain times. Both new and experienced board members will gain leading-edge strategies, frameworks, and best practices for making crucial board decisions in a changing environment.

By attending this program, you will:

  • Understand essential questions that board members should be asking management and outside experts, regarding financing, disclosure, governance, succession planning, compensation, and litigation.
  • Understand and benchmark against best practices in corporate governance.
  • Learn what Audit Committee members should know about revenue recognition, off-balance sheet financing, and accounting methods and disclosures.
  • Develop frameworks for prudent legal strategies that help boards navigate in litigious environments.
  • Develop strategies for managing CEO succession and evaluating executive compensation.
  • Evaluate the role of the board in strategy development, evaluation, and evolution.

Directors' Consortium participants are also invited to attend a 1-day optional Finance and Accounting Session on September 24, 2018. The fee for this one day program is $1,950.

For more information, please contact Mark Lewis at 312-464-8732, or email at mark.lewis@chicagobooth.edu.

 

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Steven N. Kaplan

Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance

Steven N. Kaplan is the Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance at the University of Chicago Booth School of Business. He is the Faculty Director of Chicago Booth’s Polsky Entrepreneurship Center. Professor Kaplan has been a member of the faculty since 1988.

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Douglas J. Skinner

Eric J. Gleacher Distinguished Service Professor of Accounting

Douglas Skinner is a leading expert in corporate disclosure practices, corporate financial reporting, and corporate finance, with a focus on payout policy.

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Sanjog Misra

Charles H. Kellstadt Professor of Marketing and Neubauer Family Faculty Fellow

Sanjog Misra is the Charles H. Kellstadt Professor of Marketing at the University of Chicago Booth School of Business. His research focuses on the use of structural econometric methods to study consumer and firm decisions. In particular, his research involves building data-driven models aimed at understanding how consumers make choices and investigating firm decisions pertaining to pricing, distribution and salesforce management issues.

  • Current board members of public companies
  • Board members of companies that may be taken public in the near future
  • Board members of foreign corporations that are or may be listed on U.S. exchanges

Program Outline

Compensation Committee Issues

To set appropriate compensation plans for corporate executives, directors must understand how incentive structures impact the economic performance of the firm. This session will review typical executive compensation plans and discuss the factors that compensation committees should consider before approving remuneration arrangements. Participants will examine innovations in the design of compensation contracts, the role of compensation consultants, and how shareholder activists and other stakeholders assess executive compensation and equity ownership. 

Director Liability

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, explain how directors can ensure their companies’ D&O insurance policies and indemnification arrangements provide them with appropriate protection, and describe the board’s monitoring role in the claims process. Participants will be better able to calibrate their risks, ask the critical questions necessary to determine whether they and their companies are adequately protected, and preserve the insurance assets of their companies.

Legal Aspects of Corporate Governance

This session focuses on the primary duties of directors and the difficulty of identifying good corporate governance practices in an increasingly checklist-dominated environment. A discussion will center on the practical application of a director’s duties in three principal areas of decision making: executive compensation, corporate defenses, and M&A.

Finance

This session presents financial tools and concepts directors can use to analyze a company’s performance, analyze financing decisions, and understand issues surrounding a company’s valuation. Participants will be better prepared to ask the right questions concerning board-related financial issues.

CEO Succession

Every board must be ready to choose a new CEO. This session will illuminate the need for succession planning and how to undertake these duties without damaging the morale of current management. Participants will explore analysis of prospective market opportunities and threats in each major line of business and how to match these future firm issues/needs to the capabilities of potential successor candidates.

Board Oversight and Management Failure Avoidance

Providing oversight of corporate strategy and of the business leader’s execution of that strategy is a core board function and key to avoiding unhappy surprises. Boards need to know what to monitor and which 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 signals that trigger oversight probes and discussions.

Audit Committee Financial Literacy

What does it mean? What can it mean? Are audit committees financially literate? What can and should you do about your own? 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 along with revenue recognition, off-balance sheet financing, and other critical issues.

Current Issues in Financial Reporting

This session considers several recent and proposed changes in financial reporting. Examples include fair value measurements, new guidance (and proposals for new guidance) requiring additional disclosures about credit risk and loss contingencies, proposals for changing the accounting for financial assets and financial liabilities, and proposals for changing revenue recognition and lease accounting.

Fiduciary Duties in Practice

Directors’ duties have long included the fiduciary duties of care and loyalty originating from 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 additional responsibilities. Embedded in real-world situations faced by boards, participants will discuss what these legal rules mean for board structures and processes, and what they mean for the risk of director liability.

 

Upcoming Courses

Date Fee  
September 25 - 28, 2018 $12,600 Apply Now »

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