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The 18th Annual Stanford Directors' College 2012

Breakout Sessions

Audit Committee and Risk Management

This session deals with current issues in accounting and auditing and seeks to improve directors’ understanding of accounting principles (and related auditing standards) that are of particular current importance.  What, for example, should the general-experience board member know about International Financial Reporting Standards (IFRS) and anticipated convergence between IFRS and United States’ GAAP?  The session’s goal is to provide the “ordinary” board member—typically not a member of the audit committee, or possibly a newly-appointed member—with the general awareness of these issues that can assist in a better fundamental understanding and, therefore, better service to the Company.

Speaker:

Roman Weil
V. Duane Rath Professor Emeritus of Accounting, The University of Chicago Booth School of Business

Building a Better Board

There is a growing urgency for boards to increase their numbers of women and minority directors. Several foreign countries already require that the boards of publicly traded firms have a minimum percentage of women directors. Boards are also perceiving the need to add novel skill sets relating to risk assessment, technology, and international marketing, and to consider term limits for directors. The objective is to move away from the traditional demographic description of boards as “pale, male, and stale.” This session explores these imperatives, analyzes the evidence regarding the benefits of board diversity, and reviews pragmatic strategies that boards can adopt in response to calls for greater diversity.

Speaker:
Robert Kueppers, Deputy CEO—Regulatory and Public Policy and Vice Chairman, Deloitte LLP
Nancy Wojtas, Partner, Cooley LLP
Anne Sheehan, Director of Corporate Governance, CalSTRS

Moderator:
Lydia Beebe, Corporate Secretary and Chief Governance Officer, Chevron Corporation

Corporate Governance and Proxy Trends

Shareholder activism is manifesting itself on multiple fronts. Proxy battles, takeover campaigns, say-on-pay initiatives, majority vote proposals, and the pending shareholder access rules are the most obvious techniques whereby shareholders attempt to influence boardroom decisions. Much of the activity, however, goes on behind the scenes as shareholders rely on a variety of mechanisms to persuade corporations to adopt their points of view. This session explores the current agenda of shareholder activism, discusses effective boardroom responses, and reviews the status of legislation and regulations that implicate concerns related to shareholder activism.

Speakers:

for the Monday 11:00 am panel

Susan Blount, Senior Vice President and General Counsel, Prudential Financial, Inc.
Christopher Young, Managing Director – Head of Contested Situations, Credit Suisse
Robert J. (Bob) Kueppers, Deputy CEO—Regulatory and Public Policy and Vice Chairman, Deloitte LLP

Moderator:
Abe Friedman

Speakers:
for the Tuesday 11:00 am panel

Susan Blount, Senior Vice President and General Counsel, Prudential Financial, Inc.
Nate Cartmell, Partner, Pillsbury Winthrop Shaw Pittman LLP
Christopher Young, Managing Director – Head of Contested Situations, Credit Suisse

Moderator:
Abe Friedman, Partner, CHJ Capital Management

Compensation: Fundamentals

In a departure from past practice, nearly every board member must now be sensitive to issues of compensation, have a certain level of knowledge and expertise not previously expected, and must be able to practically evaluate and contribute reasonable judgment about certain compensation decisions.  This session will help new compensation committee members or other board members not typically involved in compensation committee matters develop a basic level of understanding about compensation obligations, best practices, and basic tools for navigating the increasingly complex arena of executive compensation.  Topics covered will include how to evaluate the basic components of compensation, interacting with compensation consultants, key legal issues that impact compensation, and other similar topics of a foundational nature.

Speakers:
Shekhar Purohit, Managing Director and head of the California Office, Pearl Meyer & Partners
Scott Spector, Partner, Fenwick & West LLP

Moderator:
Daniel Siciliano, Associate Dean for Executive Education and Special Programs and Professor of Law at Stanford Law School; and Faculty Director of the Rock Center for Corporate Governance at Stanford University

Defend Your Company, Defend Yourself: Modern Litigation Strategies

This breakout session will focus on the fundamentals behind recent legal trends, liability concerns, and investigations that impact public corporations.  We will discuss director liability and best practices as concerns board member responsibility and conduct.  Panelists will discuss suits against corporate targets and issues of interest in light of new or reinvigorated SEC enforcement strategies.  We will discuss the selection of litigation targets, the legal strategies used to exploit or defend director and corporate actions, and measures that directors can and should take in order to be prepared in today’s litigation environment.

Speakers:
Jordan Eth, Partner, Morrison and Foerster LLP
Thad Davis, Partner, Ropes & Gray LLP
Nicki Locker, Partner, Wilson Sonsini Goodrich & Rosati

Moderator:
Sara Brody, Partner, Sidley Austin LLP

Foreign Corrupt Practices Act (FCPA)

The Foreign Corrupt Practices Act continues to create serious problems for companies engaged in international activities.  What should directors understand about the Act, its requirements, and potential penalties for its violation?  How can a board member determine whether his or her company is susceptible to charges of violation?  This panel will bring its members’ experience to bear in providing a better understanding of the FCPA provisions, and will respond to questions that participants may have.

Speakers:
for the Tuesday 11:00 am panel

Neal Hochberg, Senior Managing Director and Global Leader, FTI Consulting
Catherine Madrid, Partner, Ernst & Young
Tim Zanni, Managing Partner, KPMG LLP

Moderator:
Alan Crain, Senior Vice President and General Counsel, Baker Hughes Incorporated

Speakers:
for the Tuesday 1:45 pm panel

Neal Hochberg, Senior Managing Director and Global Leader, FTI Consulting
Catherine Madrid, Partner, Ernst & Young

Moderator:
Alan Crain,
Senior Vice President and General Counsel, Baker Hughes Incorporated

Health Reform: Implications for Business

This session wil review the current state of the health care market, strategies that individual corporations can employ in order to help control health care costs, and the prospect that the federal government will adopt strategies that can successfully “bend the curve” when it comes to the costs of national health insurance.

Speaker:
Daniel Kessler, David S. and Ann M. Barlow Professor in Management, Stanford Graduate School of Business; Senior Fellow, Hoover Institution; Professor (by courtesy) of Health Research and Policy, School of Medicine

How to be a Better Chairman of the Compensation Committee

The session will explore the special position that the chairman of a compensation committee has in a post Dodd-Frank environment.  It will also examine the specific knowledge that a chairman should have or obtain in order to be prepared for the issues now facing compensation committees in making compensation decisions.  Finally, and most important, the session will discuss in detail the interactive role that a chairman should play with other members of the compensation committee and the board, management and both legal and compensation consultant advisers to the company and the committee.

The session will encourage discussion with the panelists.

Speakers:
Shekhar Purohit, Managing Director and head of the California Office, Pearl Meyer & Partners
Joseph Yaffe, Partner, Skadden Arps Slate Meagher & Flom

Moderator:
Daniel Siciliano, Associate Dean for Executive Education and Special Programs and Professor of Law at Stanford Law School; and Faculty Director of the Rock Center for Corporate Governance at Stanford University

Lead Directors: Function and Role

OK–under pressure from ISS, we appointed a lead director.  What does she do?  What is the role of the lead director?  Is it “a poor man’s non-executive Chairman,” or is it something different?  Is there a model, or is it different things for different companies and boards?  And for whom–and under what circumstances–is it important?  Or is it just window dressing?  The panel will examine these and related questions about the actual functioning of the lead director role in the modern corporation.

Speakers:
Mason Morfit, Partner, ValueAct Capital
Mollie Carter, Lead Director, Archer Daniels Midland

Moderator:
Daniel G. Kelly, Jr., Partner, Davis Polk & Wardell LLP

Indemnification and D&O Insurance

Directors and Officers insurance coverage is an issue of huge importance for corporate boards and management.  Our panel of industry experts will lead a discussion highlighting the most important terms and conditions of a D&O insurance policy.  When and under what conditions, for instance, do insurance companies tend to contest payment on their policies?  How does indemnification work to protect directors and officers during and after a suit, and what is the importance of advancement of legal fees to covered parties?  Are there any new trends, such as a renewed focus on ERM (Enterprise Risk Management) that might impact future board liability and issues of coverage?

Speakers:
Kevin LaCroix, Executive Vice President, Oakbridge Insurance Services; Author, The D&O Diary
Christopher Warrior, Underwriter, Directors & Officers Liability, Beazley

Moderator:
Priya Cherian Huskins, Senior Vice President, Woodruff-Sawyer & Co.

Ombudsmen within Corporate America

Speakers:
Bob Malone, President & CEO, First National Bank of Sonora; Former CEO, BP America; Director, Peabody Energy and Halliburton Company
Stanley, Sporkin, Former District Judge, United States District Court for the District of Columbia; Ombudsman, BP America

Moderator:
James Balassone, Executive-in-Residence Markkula Center for Applied Ethics, Santa Clara University

Political Activity and the Board

The Supreme Court’s recent decision in Citizens United opens the door to far more active political participation by corporations. But should corporations become more actively involved in the political process, and if so, what are the most effective strategies available to the corporation? What role should the board play in monitoring corporate political activity? How can the board help assure that the corporation complies with all relevant disclosure and contribution limitation provisions? Estimates suggest that the upcoming presidential cycle will involve expenditures in excess of $1 billion by each major party, and state and congressional campaigns will only add to the total. This panel, composed of executives and advisors with extensive experience in the political process, will offer pragmatic advice about corporate involvement in the political process, whether through lobbying, direct contributions, activity with trade associations, or through other channels.

Speakers:
Rey Ramsey, President and CEO, TechNet
Karen Getman, Partner, Remcho, Johansen & Purcell LLP

Profitable Environmentalism

When do environmental initiatives help corporate profit, and when do they hurt it? Many companies have concluded that improving the energy efficiency of their operations — from buildings to transportation to computing — saves them money. Others have decided that environmental moves targeted at consumers — changing, for instance, what the companies put in their products — will sell. But greening the corporate strategy is tough, and some companies have lost money trying. The corporate green euphoria of a few years ago, when companies were scrambling to telegraph environmental credentials, has given way to messy realities: the recession; the difficulty of scaling up renewable energy; and mounting consumer resistance to paying extra for products and services in the name of the planet. This panel will include an executive at a leading investment firm that has made energy-efficiency a strategic priority and an investment strategist who helped pioneer the study of how corporate environmental initiatives affect — good and bad — the bottom line.

Speakers:
Hewson Baltzell, Executive Director, MSCI, Inc.
Ken Mehlman, Global Head of Public Affairs, Kohlberg Kravis Roberts & Co.

Moderator:
Jeffrey Ball, Scholar-in-Residence, The Stanford Steyer–Taylor Center for Energy Policy and Finance

Special Investigations and Insider Trading

Special investigations—typically required when there is a suggestion of a serious legal violation or conflicts-of-interest within the company—have become a fact of life for most companies.  If you serve as a director and haven’t seen a special investigation take place, you will.  Particularly in the last year or so, the need for such investigations has often arisen out of allegations or suspicions involving insider trading, and this session will look at the special investigation process through the lens of the insider trading allegation.  It will cover questions such as at what stage an investigation should be initiated, who should conduct it, and how the report of the investigation should be handled.  At the same time, it will cover the new ground that the SEC and the Department of Justice are breaking in their insider trading cases, the relationship between Regulation FD and inside information, the “mosaic theory” and other aspects of insider trading itself.

Speakers:
for the Monday 11:00 am panel

Don Keller, Partner, Center for Board Governance, PricewaterhouseCoopers

Moderator:
Shirli Fabbri Weiss, Partner, DLA Piper LLP

Speakers:
for the Tuesday 1:45 pm panel

Bruce Ericson, Partner, Pillsbury, Winthrop Shaw Pittman LLP
Don Keller, Partner, Center for Board Governance, PricewaterhouseCoopers

Moderator:
Shirli Fabbri Weiss, Partner, DLA Piper LLP

Program Disclaimer:
Program content and scheduled panelists are subject to change. Please check our website for regular updates and additional program details.

Updated on 06/19/2012