Program Topics

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. You 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.

Director Liability
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 you as a director can ensure the company’s D&O insurance policies and indemnification arrangements provide the company with appropriate protection; and describe the board’s monitoring role in the claims process. You will be better able to calibrate risks, ask the critical questions necessary to determine whether you and the company are adequately protected, and preserve the insurance assets of the company.

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 your duties as a director in three principal areas of decision making: executive compensation, corporate defenses, and M&A.

Finance
This session presents financial tools and concepts you can use to analyze a company’s performance, analyze financing decisions, and understand issues surrounding a company’s valuation. You will be better prepared to ask the right questions concerning board-related financial issues.

CEO Succession
Every board must be ready to choose a new CEO. This session will illuminate the need for succession planning and how you can undertake these duties without damaging the morale of current management. You 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 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 you 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 committee service. You also will discuss mechanisms for achieving those levels as well as their certification, 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’ responsibilities 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. You 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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Or call 603-646-2839

Dates and Fees

April 8 - 11, 2014
$9,500 (optional finance and accounting day on 4/7/14 is $1,500)

The program fee includes tuition, books, and some meals.

Location: Stanford, CA

October 7 - 10, 2014
$9,500 (optional finance and accounting day on 10/6/14 is $1,500)

The program fee includes tuition, books, and some meals.

Location: Chicago, IL

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Directors’ Consortium for Board Directors

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