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The 18th Annual Stanford Directors' College 2012

Intensive Sessions

Cyber Security

The global economy depends on the internet. But websites are easily hacked, valuable corporate information is frequently stolen, and large parts of our internet-based economy can be brought to its knees. Many publicly traded firms and government agencies have been successfully hacked and substantial evidence suggests that many boards are unaware of the depth of the cyber-security challenge. This panel addresses the board’s responsibility to engage in risk management through the lens of the cyber-security challenge. The panel will analyze the different forms of cyber-security risk, describe rational steps that boards can take to address these risks, and consider potential governmental responses that might help protect on-line corporate assets.

Speakers:
Robert Cohn, Senior Advisor, Coatue Capital; Founder and former Chairman and CEO, Octel Communications Corporation
Stephen Hadley, Former National Security Advisor; Principal, The RiceHadley Group
Lt. General Harry D. Raduege, Jr., Former Director of the Defense Information Systems Agency; Chairman, Deloitte Center for Cyber Innovation; Senior Counselor, The Cohen Group
Dennis Whalen, Partner in Charge & Executive Director, KPMG’s Audit Committee Institute

Moderator:
Joseph A. Grundfest, W.A. Franke Professor of Law and Business, Senior Faculty Rock Center for Corporate Governance at Stanford University, and former Commissioner, United States Securities and Exchange Commission

Compensation: Balancing Risk and Reward

This session, intended for directors seeking a deeper understanding of challenging compensation issues, focuses on current issues in executive compensation. The panel will review recent compensation trends, “say on pay” voting results and litigation, the evolution of “withhold vote” campaigns targeting members of compensation committees, and recent evidence relating to “best practices” for compensation committees. The panel will also explore changes that some boards have adopted to constrain CEO compensation, novel compensation strategies, the challenge of structuring exit packages, and the latest developments in drafting CD&A.  Particular attention will focus on the positions taken by leading proxy advisory firms, the implications of new SEC compensation disclosure rules mandated by Dodd-Frank, and the need to structure appropriate clawback policies that will apply to senior executives.

Speakers:
David Chun, CEO and Founder, Equilar
Michael P. Ross, Hewlett-Packard
David Swinford, President and Chief Executive Officer, Pearl Meyer & Partners

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

Mergers and Acquisitions

Independent directors play a central role in M&A transactions.  What range of engagement is prudent and optimal for a board when considering M&A activity, whether at the target or acquiring firm? How do recent judicial developments, including a $1.2 billion judgment challenging a merger transaction, influence board responsibilities?  What’s the smartest way to assure that a transaction won’t be successfully challenged in court, and that directors won’t be exposed to liability? Just how robust is the poison pill as a defense against an unwanted suitor, and how aggressive can parties be when structuring breakup fees, no-shop provisions, and other deal structuring provisions? How can directors at target firms gain comfort that they are getting a fair price, or even the best price, and at the same time, how can directors at bidder firms gain comfort that they aren’t overpaying – - two potentially irreconcilable perspectives on the identical valuation question. How can acquisitions be effectively integrated? This panel of experts, with extensive deal experience, will address these and contemporary boardroom challenges to the deal market.

Speakers:
Jane Goldstein, Partner, Ropes & Gray LLP
Robert Spatt, Partner, Simpson Thacher & Bartlett LLP
Gene Sykes, Dead of Global Mergers & Acquisitions and Chairman of Global Technology, Media and Telecommunications Investment Banking, Goldman Sachs

Moderator:
Kenton King, Partner, Skadden Arps Slate Meagher & Flom

Audit, Corporate Compliance and Risk Management

The Audit Committee is often the focal point of governance activity. The committee oversees the audit, governs the relationship between the auditors and the enterprise, is usually the point to which internal whistleblower complaints are directed, and is often the first line of defense for internal investigation challenges. In addition, the committee often rides herd on the corporation’s risk assessment activities, and is responsible for internal controls. Traditional audit relationships are, however, being challenged by the PCAOB which, among other proposals, is considering mandatory audit firm rotation.  FASB also continues to consider a wide range of new accounting rules, and the prospect of international accounting integration remains on the table. This panel will address best practices for audit committee operation, with particular attention on managing whistleblower complaints and relating internal governance concerns, together with evolving accounting standards, and pending PCAOB rulemaking activity.

Speakers:
Laurie Champion, Managing Director, Aon Risk Services
Kevin McCabe, Executive Vice President, Wells Fargo Bank
Robert Mundheim, Of Counsel, Shearman & Sterling LLP
Michael Ross, former Senior Vice President, General Counsel and Secretary, Safeway Inc.

Moderator:
Simon Lorne, Vice Chairman and Chief Legal Officer, Millennium Management LP; former General Counsel, US Securities and Exchange Commission

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

Updates on 02/09/2012