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19th Annual Stanford Directors' College 2013

2013 Breakout Sessions

Accounting and Audit Matters: Fundamentals

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

Advanced Topics In Compensation: Peer Groups, Say on Pay, and New Tools

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 an in-depth look at peer groups, say on pay, and other new tools, as well as guidance for evaluating the basic components of compensation, interacting with compensation consultants, and understanding key legal issues that impact compensation.

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

Moderator:
David Chun, CEO and Founder, Equilar

Building a Better Board: Diversity and Beyond

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.

Speakers:
Mary G. F. Bitterman, President, The Osher Foundation; Lead Director, The Bank of Hawaii
Mary Cranston, Retired Senior Partner, Pillsbury Winthrop Shaw Pittman LLP; Director, Catalyst
Daniel Kelly, Jr., Partner, Davis Polk & Wardwell LLP

Moderator:
Bonnie Gwin, Vice Chairman, Heidrick & Struggles

China: Friend, Enemy or Frenemy

China is perhaps America’s most important and most challenging economic partner. Whether the issue is intellectual property protection, labor practices, cyber-security, pollution, foreign corrupt practices risks, or the quality of Chinese accounting statements, doing business in China presents a set of unique risks and opportunities that often require careful board attention. This session addresses board level practices that are appropriate for United States firms with substantial China exposure, with particular attention to recent developments suggesting that US regulatory authorities may be paying special attention to US business practices in China.

Speakers:
Alan R. Denenberg, Partner, Davis Polk & Wardwell LLP
C.Y. Wang, Americas Area Leader, China Business Network, Ernst & Young
Edward Westerman, Senior Managing Director, FTI Consulting

Moderator:
Ed Batts, Partner, DLA Piper

Corporate Governance and Proxy Trends

Shareholder activism is on the rise. “Say on pay,” just-vote-no, majority voting, and shareholder proposals are among the many different measures that investors are using to influence boardroom behavior. Large activist investors are becoming more sophisticated in targeting companies and in deploying communication strategies designed to pressure boards of directors. This session will review the state of the art in shareholder activism and the broad array of strategies available to directors facing pressure from their shareholder base.

Speakers:
Susan Blount, Vice President and General Counsel, Prudential Financial
Peter Clapman, Chairman and President, Governance for Owners USA
Christopher Young, Head of Contested Situations, Credit Suisse

Moderator:
Richard Koppes, Administrative Officer, National Association of Public Pension Attorneys (NAPPA)

Crisis Anticipation and Control

A large number of corporate crises can be anticipated, and boards can help their corporations assure that they are optimally positioned to respond if and when the crisis arises. This session will explore the roles that boards should and should not play in the event of a corporate crisis, review the state of the art in crisis control techniques, and evaluate a range of case studies of successful and failed examples of crisis control.

Speakers:
Gidon Caine, Partner, Alston & Bird LLP
Don Keller, Partner, Center for Board Governance, PricewaterhouseCoopers
Marsha Simms, Partner, Weil, Gotshal & Manges (retired); Director, Sotheby’s

Moderator:
Bob Malone, President & CEO, Bank of Sonora, Director, Peabody Energy Corporation; Director, Halliburton Company

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 & Foerster LLP
Jessica Valenzuela Santamaria, Partner, Cooley LLP

Moderator:
Sara Brody, Partner, Sidley Austin LLP

Foreign Corrupt Practices Act (FCPA) and UK Anti-Bribery

The federal government continues to bring major anti-bribery prosecutions at a rapid pace. More than 115 FCPA actions have already been filed and more than 104 publicly traded companies have already disclosed that they are conducting internal investigations or being investigated by the federal government because of concerns regarding foreign bribery. The British government has also adopted anti-bribery provisions that potentially reach many US firms and that are broader than US law in several respects. Experience also teaches that internal investigations of potential FCPA violations can be exceedingly expensive and can quickly generate fees in the millions of dollars. This session reviews recent developments in the global effort to reduce corruption, the risks that the FCPA and British law pose to US firms, and rational steps that directors can adopt to help minimize FCPA risk or to address the risk once it is manifest.

Speakers:
Tamika Tremaglio, Partner, Deloitte Financial Advisory Services LLP
Susan Muck, Partner, Fenwick & West LLP

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

Lead Directors:  Role and Function

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:
Lon Allan, Chairman Emeritus, Silicon Valley Directors’ Exchange (SVDX)
Steve Alogna, Partner, Deloitte LLP
Joshua Ehrlich, Chairman, Global Leadership Council

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

Innovation: A Guide to the Board’s Role

It has been suggested that going public hurts the innovative process.  If that’s true, then a particular responsibility of the Board should be to encourage the constant innovation that all companies need to maintain, or improve, their competitive position.  The panel will discuss approaches to that critical task.

Speakers:
Shai Bernstein, Assistant Professor of Finance, Stanford Graduate School of Business
Jeff Jordan, General Partner, Andreessen Horrowitz
Kate Mitchell, Managing Director, Scale Venture Partners

Moderator:
Evan Epstein, Executive Director, The Arthur and Toni Rembe Rock Center for Corporate Governance

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:
James Kramer, Partner, Orrick
Kevin LaCroix, Executive Vice President, Oakbridge Insurance Services; Author, The D&O Diary

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

Ombudsmen within Corporate America

Stanley Sporkin has pioneered the role of the ombudsman (ombudsperson?) as a resource that company employees can call on to counter improper behavior and minimize corporate risks.  Does your company have one?  Should it?  The panel, including Judge Sporkin, will examine the relevant considerations.

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, Lobbying 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:
Alison Kutler, Head of Government Policy for the Americas, Visa
Senator Russ Feingold, former United States Senator

Moderator:
Rey Ramsey, former CEO, TechNet

Special Investigations

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. When that happens, there are a number of difficult questions that will need to be addressed and that you will need to be prepared for.  This session will cover questions such as at what stage an investigation should be initiated, who should conduct it, how the attorney-client privilege works in this context, and how the report of the investigation should be handled.

Speakers:
Thad Davis, Partner, Co-Chair, Securities Litigation, Gibson Dunn
Sarah Good, Partner, Pillsbury Winthrop Shaw Pittman LLP

Moderator:
Andy Vollmer, Partner, WilmerHale LLP