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About the course
Learn leading-edge strategies, frameworks, and best practices for making complex and crucial board decisions in uncertain times.
You will benefit from an academic partnership between three institutions — Stanford Graduate School of Business, Stanford Law School, and University of Chicago Booth School of Business — and a uniquely interactive learning experience.
Big data, shareholder activism, social media, financial literacy, liability risk: The list of issues and responsibilities for board members is ever-increasing and ever-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 a 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.
Understand your fiduciary, legal, and ethical oversight responsibilities, and develop strategies to best represent shareholders and stakeholders.
- Benchmark against best practices in corporate governance.
- Evaluate the role of the board in strategy development, evaluation, and evolution.
- Learn about shareholder activism and the impact of social media.
- Develop frameworks for prudent legal strategies to navigate litigious environments.
- Formulate strategies for managing CEO succession and evaluating executive compensation.
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.
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.
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.
Social Studies: Why Social Media Matters for Boards
Welcome to the heart of Silicon Valley, where it seems that new social technologies launch daily. Social media has fundamentally changed the ways in which companies and customers interact, creating both new opportunities and new risks for businesses. 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 have developed a detailed CEO succession process, even though 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 consider 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 a board’s role is in ensuring that a company is developing a robust talent pool.
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.
This session will explore the various aspects of corporate finance that board members should know. It will cover three primary areas:
- 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;
- Understanding the capital markets, including an examination of how the markets evaluate a company and how a board should — and should not — respond; and
- Evaluating M&A transactions, including a review of the questions that a board member should ask regarding any transaction.
Who should attend
- 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
Trust the experts
Research Statement Maureen McNichols’ research examines financial reporting and its role in providing information to investors. Her recent work focuses on the role of earnings announcements in informing investors, on earnings management, and on the role of auditors in financial reporting quality...
Amit Seru''s primary research interest is in corporate finance. He is interested in issues related to financial intermediation and regulation, interaction of internal organization of firms with financing and investment, and incentive provision in firms. His papers in these areas have been publish...