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The Directors' Consortium


									                                                                          Accredited by

                      The Directors’ Consortium

                       Winter Dates:
                       Stanford Graduate School of Business
                       February 25–27, 2009
                       Optional Finance Day: February 24, 2009


A joint offering by

                                            THE UNIVERSITY OF CHICAGO
                                            GRADUATE SCHOOL OF BUSINESS
Winter Dates
Stanford Graduate School of Business      Program Overview
February 25–27, 2009                      The Directors’ Consortium is a joint offering by the Stanford Graduate School of Business, Stanford Law
Optional Finance Day: February 24, 2009   School, University of Chicago Graduate School of Business, and the Tuck School of Business at Dartmouth.

Program Length and Tuition                In light of regulatory changes and reduced public confidence, becoming an educated board
3-Day Standard: $7,500
                                          director is a necessity, not an option. Now more than ever, board members need to
4-Day Combo: $8,700
(Does not include accommodations)         understand their fiduciary, legal, and ethical oversight responsibilities—the bar has been raised
                                          for all directors. Boards must focus on performance, not conformance. Sooner or later,
For Information and Application
                                          the capital markets will vote on your company’s performance; at that point, the company’s
                                          performance and your governance are one and the same.
Telephone: 650.725.2994
E-mail:                                   As a director, what sorts of questions should you be asking management or outside experts?      What level of expertise should you bring to an audit or a finance committee? What should
                                          shareholders expect from you as a director; what should you expect from management?
Summer Dates
                                          How can you ensure that the governance decisions you make are best for the company?
Chicago Graduate School of Business
June 10–12, 2009                          The Directors’ Consortium offers even experienced directors the benefit of a research-based,
Optional Finance Day: June 9, 2009
                                          comprehensive approach to the complex decisions that board members must make. Taught
Program Length and Tuition                by faculty members from accounting, finance, law, public policy, and strategic management,
3-Day Standard: $7,500
                                          this program will help you build a “best practices” framework for thinking about and making
4-Day Combo: $8,700
(Does not include accommodations)         informed board decisions.
                                          Who Should Attend
                                          This research-based program is specifically designed for those who already are, or are about to
                                          become, members of the board of directors of a public company. Board members of compa-
                                          nies that aspire to become public in the near future will also benefit, as will those who serve
                                          on boards of foreign corporations that are listed or aspire to be listed on U.S. exchanges. The
                                          disciplines covered will have applicability to private or family company boards and non-profit
                                          organizations, but not all of the specific regulations and processes of public companies will apply.

                                          By attending this program, you will:
                                          • Understand essential questions that board members should be asking management
                                            and outside experts regarding financing, disclosure, governance, succession planning,
                                            compensation, and litigation.
                                          • Learn what Audit Committee members should know about revenue recognition, off-
                                            balance sheet financing, and accounting methods and disclosures.
                                          • Develop frameworks for legal and prudent strategies to help boards navigate in today’s
                                            litigious environment.
                                          • Understand and benchmark against best practices in corporate governance.
                                          • Develop tested strategies for managing CEO succession and evaluating executive
                                          • Evaluate the role of the board in strategy development, evaluation, and evolution.

                                                 The Directors’ Consortium
                                                                             Register online at

Program Outline                                                                               Optional Finance Day:
Policy and Strategy                                                                           Financial Accounting
This session will deal with the broad set of challenges facing boards today and the           Foundations
policies that the board sets for its structure and operations. These include board            February 24, 2009
size, committee structure, skills mix, board evaluation, and policies on compensation,        An optional full-day session at the
retirement, conflicts, and leadership. Corporate governance guidelines, issued by              beginning of the program provides an
many companies in response to investor/activist pressure for commitment to high               excellent foundation in finance and
standards of governance, will be discussed.                                                   accounting basics for those with limited
The session will also explore the role of the board in strategy development, evalua-          financial backgrounds or for those who
tion, and evolution. How much does the board need to know about strategy, how                 would like a concentrated refresher
often, and in how much detail? What should board members do when they are                     from a board-level perspective.
uncomfortable with the strategy?                                                              Those who are unfamiliar with basic
                                                                                              accounting principles, such as the
                                                                                              relationships among the balance
Nominating Committee Issues and CEO Succession
                                                                                              sheet, the income statement, and the
Current nominating issues include making recommendations to the board regard-
                                                                                              statement of cash flows, should
ing director independence and the appointment of a presiding director. Traditional
                                                                                              consider attending the optional finance
issues include director pay, criteria for and nomination of new directors, retirement
                                                                                              and accounting basics day.
age for non-employee directors, performance of incumbent directors, and oversight
of annual board self-evaluations. This session will analyze steps that together consti-       Participants who are not sure if they
tute current thinking on best practices for nominating committees.                            should attend this portion of the
                                                                                              seminar should contact Stanford GSB.
Every board must be ready to choose a new CEO. This session will continue with
                                                                                              STANFORD GRADUATE
a discussion of the need for succession planning and how to undertake these duties            SCHOOL OF BUSINESS
without damaging the morale of current management. As part of the succession
                                                                                              Stacey Gray
process, the board should analyze prospective market opportunities and threats in             Executive Education
each major line of business and match these future firm issues/needs to the                    518 Memorial Way
capabilities of potential successor candidates.                                               Stanford, CA 94305
                                                                                              Telephone: 650.725.2994
Board Oversight and Spotting the Warning Signs                                                E-mail:
for Management Failure
Boards of directors provide oversight of corporate strategy and of the business
leaders responsible for that strategy. Boards need to know what to look out for,
and especially what warning signs to pay attention to, if they are to effectively spot
brewing failures. In this session, Professor Sydney Finkelstein will help directors spot
the strategic, cultural, organizational, and leadership actions and signals that call for
probing and discussion as part of their oversight work. Directors alert to what might
go wrong at companies on whose boards they sit reduce the risk of unhappy surprises.

                                 Program Outline (cont.)
    “The program emphasized      Compensation Committee Issues
     the responsiblities and     Boards must choose compensation plans for the corporation’s executives.
                                 Directors must understand how the incentives produced by these choices impact
     risks that every board      the economic performance of the firm. This session will review the typical
     member should be            executive compensation plans and discuss the factors that the compensation
                                 committee should consider before approving remuneration arrangements. It
     aware of. The instructors   will examine innovations in the design of compensation contracts, the role of
     had a thought provoking     compensation consultants, and how shareholder activists and other stakeholders
                                 assess executive compensation and equity ownership.
     style that made a real
     impact on my thinking.      Audit Committee—Qualifications, Responsibilities, and Content
                                 What should audit committee members know? This session will explore the levels
     I left with a framework     of independence, financial literacy, and financial expertise required for service on
     and understanding of        the committee. Mechanisms for achieving those levels, as well as their certification,
                                 will also be discussed. What duties fall to members of the audit committee? What
     best practices that will    accounting issues do they need to understand? This session will consider revenue
     make me a more effective    recognition, off-balance sheet financing, and other critical issues.

     board member.”              Finance
                                 This session will explore the various aspects of corporate finance that board
    Mr. Edward R. Bonifas        members should know. It will cover three primary areas: (1) evaluating financial
    Old Second Bancorp
                                 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 mergers
                                 and acquisitions transactions, including questions that a board member should ask
                                 of any transaction.

                                 Directors’ Fiduciary Duties: The Core Duties of Directors,
                                 and What They Mean in Practice
                                 This session will cover the legal duties of the board of directors. Directors’ duties
                                 have long included the fiduciary duties of care and loyalty, the origin of which is
                                 in 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 yet additional responsibilities. In this session, we will
                                 discuss what these legal rules mean for board structures and processes, and what
                                 they mean for the risk of director liability. In both areas, the goal will be to embed
                                 these inquiries in real-world situations boards face in confronting difficult problems.

                                                        The Directors’ Consortium
                                                                                           Register online at

Leading faculty members from four world-class institutions designed The Directors’ Consortium to provide the latest thinking in
corporate governance. This is a unique opportunity to learn from experts and apply that knowledge in the boardroom.

Sydney Finkelstein                                      David F. Larcker                                             Roman L. Weil
Steven Roth Professor of Management Faculty Director,   James Irvin Miller Professor of Accounting and Director of   V. Duane Rath Professor of Accounting, The University of
Tuck Executive Program                                  the Corporate Governance Research Program, Stanford          Chicago Graduate School of Business
                                                        Graduate School of Business; Codirector of the Arthur and
Sydney Finkelstein is the Steven Roth Professor         Toni Rembe Rock Center for Corporate Governance at
                                                                                                                     Professor Weil’s research and teaching focus
of Management and Faculty Director of the Tuck          Stanford                                                     on financial accounting, forensic accounting, and
Executive Program. Prior to joining the Tuck                                                                         regulation, and his work has been published
                                                        Professor Larcker’s research focuses on execu-
faculty, Professor Finkelstein was on the faculty                                                                    in academic and professional journals. He has
                                                        tive compensation, corporate governance, and
at the graduate school of business administra-                                                                       served on several SEC and FASB advisory com-
                                                        managerial accounting. His work examines the
tion at the University of Southern California. In                                                                    mittees and task forces. Professor Weil serves
                                                        choice of performance measures and compen-
addition to his work at Tuck, Professor Finkelstein                                                                  on the board of directors of mutual funds
                                                        sation contracts in organizations. He has current
has taught executive education at Northwestern                                                                       affiliated with the New York Life Insurance
                                                        research projects on the valuation implications
University, Duke University, Bocconi School of                                                                       Company and chairs the company’s Audit
                                                        of corporate governance, the role of the busi-
Management, London Business School, Australian                                                                       Committee.
                                                        ness press in the debate on executive compen-
Graduate School of Management, and the                  sation, and modeling the cost of executive stock
Helsinki School of Economics. He has participat-        options.
                                                                                                                     For a complete listing of all
ed in numerous CEO forums, been interviewed
                                                        Professor Larcker was previously the Ernst &                 participating faculty, please visit
or had his work appear in numerous leading
                                                        Young Professor of accounting at Wharton           
media outlets, and served as a consultant and
                                                        School of the University of Pennsylvania and
speaker for major companies in the U.S., Canada,
                                                        Professor of Accounting and Information
Europe, and Mexico.
                                                        Systems at the Kellogg Graduate School of
                                                        Management at Northwestern University.
Steven N. Kaplan
                                                        He received his PhD in Business from the
Neubauer Family Professor of Entrepreneurship and
Finance, The University of Chicago Graduate School      University of Kansas and his BS and MS in
of Business                                             Engineering from the University of Missouri-
Professor Kaplan teaches advanced MBA and               Rolla.
executive courses in corporate finance, entre-           He is on the editorial boards of the Journal
preneurial finance, and private equity. His              of Accounting and Economics, the Journal of
research, teaching, and consulting focus on cor-        Accounting Research, Accounting, Organizations
porate restructuring, corporate governance, and         and Society, the Journal of Accounting and Public
corporate finance. He serves on the boards of            Policy, and the Journal of Applied Corporate
Liberty Acorn Funds and Morningstar.                    Finance. Professor Larcker received the Notable
                                                        Contribution to Managerial Accounting
                                                        Research award in 2001.
Michael Klausner
Nancy and Charles Munger Professor of Business and
Professor of Law, and Associate Dean for Research and
Academics, Stanford Law School, Stanford University
Professor Klausner teaches and writes in the
areas of corporate and banking law, anti-take-
over protection provided to spin-offs, and anti-
takeover defenses in IPOs. Prior to joining the
Stanford Law School faculty, he held positions at
New York University School of Law and Peking
University. He also served as a White House
Fellow in the Office of Policy Development.

                                                                   The Setting
                                                                   The program is held on the Stanford University campus, which is situated on
                                                                   8,180 acres in the rolling foothills. Stanford’s beautiful Spanish mission-style facilities
    For more information, contact                                  embrace the temperate California climate with outdoor study spaces and palm-
    STANFORD GRADUATE                                              lined courtyards, and serves as the perfect setting for executives looking to detach,
    SCHOOL OF BUSINESS                                            reflect, and recharge. Located 35 miles south of San Francisco, Stanford is situated
                                                                  in the heart of Silicon Valley and immerses participants in its legendary culture of
    Stacey Gray                                                   innovation.
    Executive Education
    518 Memorial Way                                              Stanford has many amenities located nearby. A large shopping center and Palo Alto’s
    Stanford, CA 94305                                            commercial district are only a mile away. Music, theater, sports, and fine restaurants
                                                                  are available in the communities that surround the campus. Monterey Bay, spectacu-
                                                                  lar portions of the Central California coast, and Napa wine country are all within a
    Telephone: 650.725.2994                                       few hours of campus. The campus is 25 miles south of San Francisco International
    E-mail:                  Airport and 20 miles north of San Jose International Airport.

                                                                  Individuals may reserve rooms at a group rate at the Westin Palo Alto, which is
                                                                  adjacent to campus and downtown Palo Alto.
                                                                  Those calling in reservations must mention Directors’ Consortium in order to receive
                                                                  the group rate. Reservations can be made by calling the hotel reservations department
                                                                  at 800.937.8461 or 650.321.4422. Reservations made via email should be addressed
                                                                  to and must include Guest Name, Arrival/Departure
                                                                  Date, Address, Phone, and Name of the Group. To guarantee a reservation, one must
                                                                  provide a credit card number and expiration date.
                                                                  A reservation cut-off date of Monday, January 29, 2009, has been established for
                                                                  rooms with the Directors’ Consortium group rate.

                             The Directors’ Consortium is accredited by Institutional Shareholder Services as a Preferred Boardroom Education Program

                                            The Directors’ Consortium
                                                                             Register online at

Upcoming Programs

                                                   Chicago Graduate School of Business
                                                   Dates: June 10-12, 2009
                                                   The ideas and strategies that will shape the business environment tomorrow are
                                                   being formulated–and taught–at the University of Chicago Graduate School of
                                                   Business today. For more than 100 years, Chicago has been a leader and innovator
                                                   in business research and education. It was the first business school in the U.S. to
                                                   offer a PhD program, the first business school to publish a scholarly journal, the first
                                                   to offer an executive MBA degree program, and the only business school to have
                                                   six Nobel laureates on its faculty. Many of Chicago’s current innovations are directly
                                                   related to its close ties with the leaders of some of the world’s most respected
                                                   corporations. Chicago’s executive education courses offer a blend of academic
                                                   excellence, rigorous scholarship, real-world relevance, and practical application that
                                                   provides participants with unparalled opportunities to expand their horizons.

                                                                         Tuck School of Business at Dartmouth
                                                                         Fall 2009
                                                                         Founded in 1900, the Tuck School of Business at Dartmouth
                                                                         combines the intellectual depth of a large Ivy League University
                                                                         with the soul of a personal scale, reflective learning community.
                                                                         Tuck provides world-class business education. The faculty, expert
                                                                         researchers, teachers and facilitators, ensure that students and
                                                                         participants develop the leadership and business acumen skills
                                                                         required to be successful in diverse environments and accomplish
                                                                         the most complex objectives.
                                                            Tuck offers only one degree program–the full time MBA.
                                                            This focus allows us to offer a select array of non-degree learning
                                                            experiences in the form of open enrollment, custom, consortium
and programs for specialized populations of learners. Our executive programs are renowned for using the best of applied
learning models in innovative ways, along with exceptional access to faculty to build strategic and organizational capabilities.
Participants learn new skills and mindsets coupled with application tools and frameworks that result in transformation on a
personal, organization and industry level.

            Visit for details.
            The Directors’ Consortium is accredited by Institutional Shareholder Services as a Preferred Boardroom Education Program


A joint offering by
                                                                         Tuck Executive Education
                                           The University of Chicago     at Dartmouth
                                           Graduate School of Business

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