This session will deal with the policies that the board sets for its structure and operations. These include board size, committee structure, skills mix, board evaluation, and policies on compensation, retirement, conflicts, and leadership. Corporate governance guidelines, issued in response to investor/ activist pressure for commitment to high standards of governance, will also be discussed. In addition, the session will explore the board’s role in strategy development, evaluation, and evolution.

This session will analyze steps that together constitute current thinking on best practices for nominating committees. Current nominating issues include making recommendations to the board regarding director independence and the appointment of a presiding director. Traditional issues include director pay, criteria for and nomination of new directors, retirement age for non-employee directors, performance of incumbent directors, and oversight of annual board self-evaluations.

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.

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.

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.

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.

This session will explore three primary areas: (1) evaluating financial statements and financing decisions, including questions a board member should ask in trying to understand the company’s true economic position; (2) understanding the capital markets, including issues regarding how the markets evaluate a company and how a board should—and should not— respond; and (3) evaluating merger and acquisition transactions, including questions that a board member should ask of any transaction.

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.

An optional full-day session at the beginning of the program provides an excellent foundation in finance and accounting basics for those with limited financial backgrounds or for those who would like a concentrated refresher from a board-level perspective. Those who are unfamiliar with basic accounting principles, such as the relationships among the balance sheet, the income statement, and the statement of cash flows, should consider attending the Optional Finance Day.