Directors' Consortium Representative Sessions
Compensation Committee Issues
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.
The goals of this session are to reconcile the divergence between perceptions of personal, out-of-pocket liability risk for outside directors and the reality of that risk, explain how directors can ensure their companies’ D&O insurance policies and indemnification arrangements provide them with appropriate protection, and describe the board’s monitoring role in the claims process. Participants will be better able to calibrate their risks, ask the critical questions necessary to determine whether they and their companies are adequately protected, and preserve the insurance assets of their companies.
Legal Aspects of Corporate Governance
This session focuses on the primary duties of directors and the difficulty of identifying good corporate governance practices in an increasingly checklist-dominated environment. A discussion will center on the practical application of a director’s duties in three principal areas of decision making: executive compensation, corporate defenses, and M&A.
This session presents financial tools and concepts directors can use to analyze a company’s performance, analyze financing decisions, and understand issues surrounding a company’s valuation. Participants will be better prepared to ask the right questions concerning board-related financial issues.
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.
Board Oversight and Management Failure Avoidance
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.
Audit Committee Financial Literacy
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.
Current Issues in Financial Reporting
This session considers several recent and proposed changes in financial reporting. Examples include fair value measurements, new guidance (and proposals for new guidance) requiring additional disclosures about credit risk and loss contingencies, proposals for changing the accounting for financial assets and financial liabilities, and proposals for changing revenue recognition and lease accounting.
Fiduciary Duties in Practice
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.
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