Directors' Consortium

Stanford Graduate School of Business

Stanford Graduate School of Business

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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

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.

Key Benefits

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.

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:

  • 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.

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.

Experts

Anne Beyer

Research Statement Anne Beyer’s research interest is in the area of financial accounting with a focus on corporate disclosure, capital market prices, and corporate governance. Recent work has examined the properties of analyst and management earnings forecasts as well as investors’ reaction to di...

Maureen McNichols

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

Research Interests Financial Intermediation and Regulation Resource Allocation and Internal Organization of Firms Performance Evaluations and Incentives Bio Amit Seru is the Steven and Roberta Denning Professor of Finance at the Stanford Graduate School of Business, a Senior Fellow at the Hoove...

Peter DeMarzo

Research Statement Professor Peter DeMarzo’s research is in the area of corporate finance, asset securitization, and contracting, as well as market structure and regulation. Recent work has examined the optimal design of securities, compensation mechanisms, regulation of insider trading and broke...

David F. Larcker

Research Statement Professor Larcker’s research focuses on executive compensation, corporate governance, and managerial accounting. His work examines the choice of performance measures and compensation contracts in organizations. He has current research projects on the valuation implications of c...

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Directors' Consortium at Stanford Graduate School of Business

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