Preparing Boards
for the New Reality

Board Continuing Education Program Curriculum

A Tailor-Made Curriculum

The Directors’ Network offers board programs that cover several significant and timely issues faced by today’s board. Directors can select topics from the following list of programs below, or we can develop a comprehensive board education program.

For more information, contact:

Stephanie Joseph
The Directors’ Network

sjoseph@directorsnetwork.com

General Board Topics:

Following is a representative list of courses that covers issues ranging from governance compliance to the roles and responsibilities of the board of directors. We use subject matter specialists in the related fields to deliver the material, and customize each session to be relevant to the issues that the company faces.

Board Fiduciary Duties

What are the board’s responsibilities, and how have these responsibilities changed as a result of recent legislation, regulation, and litigation? What can directors do to protect themselves?

This session discusses the role of the board, including: an overview of board duties (the duties of care, loyalty and disclosure) the enhanced vulnerability of directors to the new expectations (of shareholders, the press, regulators, prosecutors, judges, juries, and legislators) and the effects of recent decisions in the Delaware courts on the Business Judgment Rule.

Board Form and Function

What are the board’s key functions? How have these evolved in light of recent governance reforms? With all the additional responsibilities, how do directors find the line between management and oversight?

This discussion provides an overview of key board functions, with particular focus on areas such as CEO assessment and compensation, and the oversight and monitoring of strategy, to name a few. The course also includes a discussion of the pros and cons of emerging board structural practices–for example, the appointment of a lead director, committee formations, separation of the CEO and chairman role, and staggered elections.

Takeover Defenses and How Shareholders Perceive Them

What takeover defenses does the company have in place? With the recent onslaught of shareholder proposals, which ones are truly needed and which serve only to draw criticism for the company?

The company’s state of incorporation and provisions of the company’s charter and bylaws can have unintended consequences in today’s business environment. Policies established to protect the company in the past may be viewed negatively in today’s environment. This discussion provides an overview of the company’s takeover defenses and how those policies may be perceived by shareholders, governance activists, and ratings agencies.

Executive Development and Succession Strategies

What are leading companies doing with respect to senior executive development and succession strategies?

A subject matter specialist in this field discusses tactics and emerging practices to address these vital issues. Topics include the development of an emergency leadership transition plan and succession planning cycles. Real-world examples of successful transitions – and those that failed very publicly – will be discussed.

Executive and Director Compensation

What are the expectations of the compensation committee in setting and reviewing executive compensation? How does the company’s current pay structure compare to its peer companies? What is on the horizon for executive and director compensation?

Executive compensation has emerged as one of the most talked-about governance issues. This program focuses on executive compensation trends, emerging practices, and the responsibilities of the compensation committee, as well as the ongoing option accounting debate. The current executive and director compensation practices of the company are benchmarked against peer companies.

Ethics and Compliance Programs

What is the board's role with respect to the company's ethics and compliance programs? What practices should be adopted to provide the company with the protection available under sentencing guidelines?

The Sarbanes-Oxley Act and recent changes to the Federal Sentencing Guidelines have companies once again examining their ethics and compliance programs. Aside from the need to comply with regulatory requirements, governance specialists are unanimous in their belief that one of the key goals of the board is to set the appropriate “tone at the top.” But this goal is elusive, and the benefit of experience and guidance from professionals familiar with both the regulatory requirements and practical methods for achieving an ethical culture can prove valuable to directors charged with overseeing the process. In addition, the most significant compliance issues facing the company will be discussed, along with a presentation of the strategies in place to effectively manage these risks. NOTE: Director education in this area is one of the key recommendations included in the 2004 amendments to the Federal Sentencing Guidelines.

The View of the Institutional Shareholder—Does Good Governance Matter?

Which governance practices do institutional shareholders really value?

A panel discusses established and emerging practices recommended by thought leaders such as The Conference Board, The Business Roundtable, the American Society of Corporate Secretaries, the National Association of Corporate Directors, and governance ratings agencies. Institutional shareholders cut through the media hype to separate the window dressing from the practices investors really value.

Assessing Fraud Risk and Setting the Tone at the Top

What is the board’s role in preventing financial statement fraud? What red flags should directors be aware of in assessing the likelihood that fraud could occur at a company?

This session will focus on origins of financial fraud, the factors present at organizations that have experienced high-profile corporate failures, and common warning signs. The board’s responsibilities for financial fraud, as well as the impact of stock-based compensation and pay-for-performance arrangements on managers’ incentive to “do the right thing” will be explored.

Developing a Value-Driven Board Evaluation Program

What are the legal and practical challenges often encountered in board evaluation? How can the board determine that key areas are assessed and that opportunities for development that are identified are appropriately addressed?

This program discusses the performance evaluation process, its many facets, and how to use it as an effective tool to enhance the processes and composition of the board of directors. Individuals with actual board self-evaluation experience facilitate a discussion on emerging practices – from initiating the process to implementing findings. The company’s current board evaluation process and strategies for leveraging the information gathered to improve board effectiveness is also discussed.

The Audit Committee as an Impediment to Liability

What is the role of the audit committee? How have recent corporate governance reforms affected the audit committee’s responsibilities?

Corporate failures have put the audit committee in the spotlight. This program provides an overview of the form and function of this very important committee, and discusses composition considerations such as independence requirements, financial literacy, and characteristics of effective audit committee members.

Requirements enacted as a result of the Sarbanes-Oxley Act and the stock exchanges’ governance listing standards are also featured. Specific areas of focus may include whistle blowing procedures, risk oversight, auditor oversight, director independence, and performance assessment. Leading practices will be highlighted.

Crisis Management

How would your board respond to a “bet the company” crisis? Have the roles and responsibilities of directors, senior executives and others within the company been clearly defined and communicated?

The way your board deals with a crisis may define the future of the company. Drawing on real-life examples of other companies’ crisis management tactics, this interactive session helps prepare the company for a crisis. Both legal and public relations perspectives are considered, while focusing on the board’s responsibilities in dealing with special situations, such as mergers and acquisitions, shareholder proxy proposals, catastrophic incidents, and severe corporate financial distress.

Creating the Risk Intelligent Organization

How can directors fulfill their responsibilities related to risk monitoring in large, complex organizations that operate in rapidly changing competitive and regulatory environments?

Increasing responsibility is being placed on directors to understand the full range of risks and exposures faced by the companies they are charged with governing. This presentation focuses on how directors can obtain improved intelligence about critical risks that go beyond the integrity of financial reporting. We also explore leading practices for understanding and addressing the organization’s state of preparedness to manage a full range of risks.

This topic also provides an overview of the NYSE listing requirements for risk assessment and the SEC’s guidance for Management’s Discussion and Analysis of Financial Condition and Results of Operations.