| Dates | Location | Tuition |
|---|---|---|
| Feb 23, 2009 - Feb 23, 2009 | Philadelphia | $1,200 |
| Feb 24, 2009 - Feb 26, 2009 | Philadelphia | $7,500 |
An optional finance and accounting immersion day will take place on February 23, 2009. Please contact a Wharton program consultant at +1.215.898.1776 or by e-mail for more details.
Corporate Governance: Fresh Insights and Best Practices for Directors provides a stimulating forum for board members seeking practical solutions to today's most critical issues. Along with a select peer group of active board members from a wide variety of industries, you'll interact with leading faculty from Wharton — the most comprehensive source of business knowledge in the world — and Spencer Stuart — the leading firm for board counsel and recruitment — in addition to current and former directors, CEOs, special counsels, and other leading governance experts.
Boards of directors today shoulder tremendous responsibilities, including accountability for safeguarding their company's invested capital, and monitoring both management and increasingly savvy institutional investors. This program offers an all-inclusive educational experience — including everything from foundational financial skills to the most sophisticated strategic relationship-building skills — that can help to enhance your contributions to the board.
Facilitated by Wharton's acclaimed faculty members from accounting, finance, law, public policy, and strategic management, as well as outside experts in corporate governance, this program offers an unparalleled wealth of experience and guidance, with a curriculum designed by some of today's top minds in business.
An optional Finance Day offers a foundation in value creation, performance management, and competitive benchmarking using company financials. Participants will evaluate the corporate portfolio and work through their company financials, gaining insights that help board members play a pivotal role in governing and strategically guiding the corporation.
Click here to view the list of advisory board members and industry speakers for the February 2009 program.
Tuition for Philadelphia programs includes lodging and meals. Prices are subject to change. Program Consultants are available to provide more information on course specifics and discuss how this program might meet your needs. Please contact them at +1.215.898.1776 or by e-mail.
2009 Schedule
Monday, February 23 — Optional Immersion Day
An optional full-day session at the beginning of the program provides a foundation in value creation, performance management, and competitive benchmarking using participants' companies' financials. Board members will evaluate the corporate portfolio and work through company financials, gaining insights that help them play a pivotal role in governing and strategically guiding the corporation.
1. Fundamentals of Value Creation: Evaluating the Corporate Portfolio
2. Digging Deeper: Working through the Company's Financials
3. An Inside Look at the Director Search Process
A discussion of board recruiting in the current environment. Topics will include how the director candidate pool has changed in recent years and the implications for how boards approach the task of attracting director talent. Specific steps in the recruiting process will be discussed, including the increased rigor of the process today; information required of candidates; and the roles of the board and management in the recruiting process.
Tuesday, February 24
1. Governing Board Policies and Practices in an Era of "Investor Capitalism"
A focus on the board's relationship with large institutional shareholders and top management. Topics include the rise of institutional holdings and unrelenting investor pressures for performance; how the board and management bring greater focus on "shareholder value" to the company but at the same time ensure that investor demands do not undermine customer focus and long-term planning; the director's multiple roles as decision-maker, monitor, and advisor to top management; the organization of the board, including its size, lead director or independent chair, committee structure, and decision protocols; the board's major decisions, including executive succession; and director and executive capabilities required for leading companies in an era of investor capitalism.
2. Luncheon Speaker
3. CEO and Senior Executive Succession Planning
A facilitated discussion with experienced directors that will explore the board's role in CEO succession and best practices in running effective processes, as well as the board's role in overseeing the development of leadership "bench strength" below the level of the CEO.
4. The Board and Executive Compensation
A discussion of current trends in pay for performance and the tax implications of compensation choices. Boards, together with compensation committees, must choose compensation and incentive plans for the corporation's CEO and top executives. Topics will include the role of the compensation committee; typical executive compensation plans; and how to balance appropriate compensation, appropriate incentives, and the concerns of shareholders and other stakeholders.
5. The Legal and Regulatory Environment
An overview of directors' legal duties, describing what the law expects of outside directors in a variety of typical and extraordinary circumstances. This session will assess the risk of director liability for money damages in light of recent high-profile cases, the business judgment rule, and various protections against out-of-pocket liability. Recent legal, regulatory, and "proxy season" developments of interest to directors will be outlined. The roles of the company's corporate secretary and general counsel, and independent advisors to the board, will be discussed.
6. How to Select a CEO
An inside look at CEO search today. This session will discuss trends and best practices in managing the CEO succession and selection processes. Topics will include approaches for identifying and assessing internal and external candidates; balancing the involvement of the board, CEO, and management team in the process; ensuring the retention of top talent; and considerations for setting a transition timeline and communication plan.
Wednesday, February 25
1. The Board Role in Strategy and M&A
A look at corporate governance issues with respect to selling a company/entertaining acquisition bids, or acquiring a company; as well as, more broadly, the topic of the board's role in strategy.
2. Luncheon Speaker
An account of post-scandal comprehensive reform of corporate governance at Tyco, by its top governance executive.
3. Spotting Red Flags: Ethics and Board Leadership
A description of the ethical challenges facing boards in the post-Enron era of ethics and compliance. This session will provide data on the relationship between ethics and long-term financial performance; highlight the lessons of failures and successes over the past decade, including those of compliance programs, ethics programs, and board member involvement; identify "risky currents" that predictably challenge even good directors on the boards of good companies; identify successful strategies that reinforce a culture of "speaking up"; and describe best practices for board leadership in ethics management.
4. Evaluating Deals
An elaboration of what directors need to know in order to perform their governance role with respect to mergers and acquisitions. For years, academic studies have shown that acquirers' stocks underperform relative to the overall stock market and other comparable firms. History has repeated itself once again, as recent deals have produced similar disappointing results. Given estimates that 80 percent of acquisitions fail to return their cost of capital, this session will examine, with an extremely critical eye, which deals have the best chance of creating value, which are destined to fail, and at what point we should walk away.
5. Evening Speaker
M&A from the banker's perspective.
Thursday, February 26
1. Financial Reporting: What Every Director Needs to Know
A focus on improving the ability of participants to monitor a company's financial reporting, with the goal of detecting aggressive or fraudulent accounting practices. This session begins with an overview of the financial reporting regulatory environment. Drawing on the case of an actual company that committed accounting fraud, participants will learn a simple, structured ratio analysis approach for identifying situations where the accounting numbers appear too good to be true. The session concludes with a discussion of off-balance-sheet activities and how they can distort a company's reported financial condition.
2. Designing an Effective Board
A look at best practices regarding board and director evaluations; data and best practices regarding structural matters such as insider/outsider mix, and mix of director skills and backgrounds; pros and cons of, and trends relating to, separating the CEO and chairman positions; role of lead directors; board size, etc. This session will review empirical research assessing the link between board structures and performance outcomes. Mechanisms for getting appropriate information to the board and putting the right items on the board's agenda will also be discussed.
3. Navigating Your Way as a Board Member
A facilitated discussion in which experienced directors offer practical guidance on everything from how to dress and where to sit to how to speak up and contribute most effectively.
Related articles
Wharton@Work:E-Buzz
- A Call for Courage: Governing the Board in Troubled Times(November 2008)
Corporate Governance: Fresh Insights and Best Practices for Directors is designed for members of the board of a publicly held company. Directors of companies that aspire to become public in the near future will also benefit from the program. The disciplines covered apply to private or family company boards and nonprofit organizations, but not all of the specific regulations and processes of public companies will apply.
By attending this program, you will:
- Understand the essential questions that board members should be asking management and outside experts regarding financial disclosure, 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 compensation.
- Evaluate the role of the board in strategy development, evaluation, and company evolution.
- Reconsider your company's corporate governance principles in a proactive way rather than as a reaction to mandated legislation.
- Recognize institutional investors as a new audience looking to boards for answers and learn successful ways to communicate with them.
- Learn effective strategies for the challenges raised by hedge funds and activist investors.
- Understand how to manage the independence often found at the committee level on today's boards.
THOMAS
P.
GERRITY, PhD
The Wharton School
BRIAN
BUSHEE, PhD
The Wharton School
HARBIR
SINGH, PhD
Professor of Management
Co-Director, Mack Center for Technological Innovations
The Wharton School
MIKE
USEEM, PhD
Professor of Management
The Wharton School
DAVID
WESSELS, PhD
The Wharton School
In addition to his teaching on campus, Professor Wessels serves on the executive development and training faculties at Coca-Cola, Home Depot, Lockheed Martin, McKinsey & Company, Merrill Lynch, Microsoft, PricewaterhouseCoopers, Siemens, and UPS.
Before joining Wharton, David served on finance faculty of the Goizueta Business School at Emory University. Prior to Emory, he was a management consultant with McKinsey & Company and a technology analyst for Boston-based Harbourvest Venture Partners. David holds a PhD in finance from the Anderson School at UCLA, a BS in economics and a BAS in computer science from the University of Pennsylvania.
Participant endorsements from our March 2007 program:
“I particularly liked the focus on what questions we as board members should ask.”
“I don't believe there is anyone involved in business that would not learn something.”
“Strong program that brought good blend of academic and practical experienced learning and insights.”
“The program has over delivered in every area — instructors, guest speakers, content, and practical application.”
“Excellent depth, breadth of course material in a very condensed period of time.”