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Why should I attend? Only foremost directors and practitioners-not academics-serve as faculty, sharing their vast experience. Practical "real-world" and "red flag" issues are raised so directors have the best tools to meet their oversight responsibilities. Sessions are limited in size to ensure greater interaction and attention to individual concerns. Roundtable and highly interactive sessions provide a comprehensive overview of the latest corporate governance, audit committee, and compensation issues. Attendance is restricted to sitting corporate directors to provide high-level peer dialogue. One intensive program provides directors with a time-efficient method of getting up to speed with the latest best practices. Your company's corporate governance rating receives an upward adjustment by Institutional Shareholder Services (ISS) with director attendance. |
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Directors' Institute - Roundtable Forum
Directors' Fiduciary Duties in the New Environment
Through a practical case-study approach, basic parameters that define directors' duties in today's environment will be covered, including: evolving state law fiduciary duties; directors' responsibilities under federal law, including Sarbanes-Oxley; and stock exchange listing standards. How are the courts, particularly the Delaware courts, shaping directors' fiduciary duties, and how can directors apply these principles to their board roles and committee assignments?
The Directors' Forum: Effective Board Organization
What is the role of the board (particularly the non-management directors) versus the role of management? To what extent is the balance of power shifting between the non-management directors and the CEO? What is the appropriate role for a Lead or Presiding Director or a non-management Chairman? How can directors retain a collegial, constructive relationship with one another and with the CEO and still perform their oversight functions? How do boards move beyond procedure to ensure independence of action by the non-management directors? How can boards develop effective oversight and monitoring systems?
The Delaware Courts: Traditional Principles and New Applications
For decades, Delaware has led the United States in the development and application of corporation law. This session includes a guest from the Delaware Supreme or Chancery Court and focuses on how Delaware law is evolving with regard to critical corporate governance matters.
Board and Committee Assessment
What are the objectives of board and committee assessments? What are the various evaluation techniques and styles currently in use, and what are the legal ramifications of written versus oral methods of evaluation? How can assessments become developmental tools to improve director and board performance? How can the assessment process improve working relationships? How can evaluations be used to provide constructive feedback to the CEO?
Board's Role in Effective Ethics Programs
"Tone at the top" is the key to ethical behavior throughout the corporation. What does this term mean, and how do boards and CEOs establish models for ethical behavior? What is the board's role with respect to corporate ethics and ethics programs? How can boards monitor whether compliance programs are working effectively?
Focus on the Compensation Committee
Paying for effective performance is key to achieving results and realizing long-term strategies. How can compensation committees design effective "pay for performance" programs? What relationship should the compensation committee have with independent consultants and with management? What techniques and tools are being used in incentive compensation programs?
Director Liability and D&O Insurance Issues
Alarming increases in the costs of litigation and expanded areas of potential liability have driven Directors and Officers (D&O) Liability Insurance premiums higher. What is the current state of capacity in the D&O insurance marketplace, and how stable is that capacity? How has the inclusion of "entity" coverage affected the company and its directors, particularly in the event of bankruptcy? How should companies and their boards prepare to address issues most important to underwriters?
Enterprise Risk and Strategic Performance
Developing strategic plans and performance measurements is vital to successful long-term performance. How can directors ensure that they understand their company's full risk profile and that risks are being properly managed? How can a board ensure that the company's risk-return profile is consistent with its overall corporate strategy and financial structure? To what extent should board committee structures address increased risk management responsibilities?
Focus on the Audit Committee
What information should audit committees have to perform their oversight and monitoring roles effectively? What is the relationship between the independent auditors and the committee, and how can it be maximized? Which staff positions should have a reporting relationship to the audit committee, and how should the relationships operate between the committee and members of the management team?
Institutional Investors' Views on Key Governance Issues
Institutional investors are now much more proactive in assessing companies' governance practices and in holding directors accountable. What perspective do institutional shareholders have on key issues? How can shareholders participate in the process for director nominations? How can boards communicate effectively with shareholders?
