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The 18th Annual Stanford Directors' College 2012

Plenary Sessions

CEO Continuity

Many experienced directors and governance experts believe that the most important decision a board makes is whether to fire the CEO and whom to hire as a replacement. Recent turmoil at several large corporations underscores this point. This panel explores a range of difficult issues surrounding the CEO succession challenge. How can a board decide that a CEO should go? Is there evidence that boards wait too long before pulling the trigger? How should boards structure CEO succession strategies and how should they go about searching for CEO replacements? Are there sound reasons to prefer internal candidates over outside hires? How should boards deal with CEO’s who are not diligently grooming successors?

Speakers:
Carol Bartz, former CEO, Yahoo! and Autodesk; Director, Cisco Systems
David Larcker, James Irvin Miller Professor of Accounting and Director of the Corporate Governance Research Program, Stanford Graduate School of Business; Senior Faculty, Stanford Rock Center for Corporate Governance
Larry Sonsini, Chairman, Wilson Sonsini Goodrich & Rosati
Ralph Whitworth, Principal, Relational Investors LLC; Director, Hewlett-Packard

Moderator:
Joseph A. Grundfest, W.A. Franke Professor of Law and Business, Stanford Law School; Senior Faculty, Stanford Rock Center for Corporate Governance

The Enforcers: When the SEC & DOJ Knock On Your Door

This panel of lawyers and leading SEC and Justice Department enforcement officials focuses on issues of immediate boardroom concern. The panel will address the SEC’s new bounty program which raises serious challenges to the operation of internal compliance program; claw-back litigation in which executives who violate no laws are forced to pay millions in compensation; and government strategies designed to induce directors and corporations to cooperate with governmental prosecutions. The panel will also focus on the growth of Foreign Corrupt Practices litigation, SEC settlement policies, and the increasing use of wiretaps in insider trading and other white collar prosecutions.

Speakers:
Pamela Chepiga, Partner, Allen & Overy LLP
Boyd Johnson III, Partner, WilmerHale; Former Deputy US Attorney for the Southern District of New York
Robert Khuzami, Director, Division of Enforcement, US Securities and Exchange Commission

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

Organizational Behavior and the Board

Boards are typically composed of highly successful individuals with a wide range of personal styles. Challenges arise when these styles fail to interact effectively when directors consider whether to ask a colleague to resign, and when new, potentially divisive members join the board. The pressure to add gender and ethnic diversity also introduces opportunities and challenges for many directors. This panel, relying on a blend of extensive personal experience and the latest research on group dynamics, explores practical steps that boards can implement to improve decision-making performance both at the group and individual levels.

Speakers:
Bill Campbell, Chairman of the Board, Intuit, Inc.
Bob Malone, President & CEO, First National Bank of Sonora; Former CEO, BP America; Director, Peabody Energy and Halliburton Company
Maggie Neale, John G. McCoy-Banc One Corporation Professor of Organizations and Dispute Resolution, Stanford Graduate School of Business

Moderator:
Gordy Davidson, Firm Chairman, Fenwick & West LLP

The Global Economy, The Budget & the Board

The federal government continues to wrestle with budget deficits, tax policy, and growing entitlements. State governments confront substantial deficits, often combined with balanced budget mandates. The Eurozone threatens to collapse. China’s ability to continue its export-led strategy is hostage to slowing global demand. This panel reviews the state of the global economy from a perspective useful to directors of publicly traded corporations and relevant to the challenge of setting corporate strategy in a highly uncertain environment in which slow growth is the dominant paradigm.

Speakers:
Michael Boskin, Senior Fellow, Hoover Institution, Stanford University
Robert Madsen, Senior Fellow, Center for International Sutides, Massachuessetts Institute for Technology
Henry McVey, Managing Director and Head of Global Macro & Asset Allocation, KKR

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

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

Updated 05/11/2012