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19th Annual Stanford Directors' College 2013

2013 Plenary Sessions

Cybersecurity and the Board

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 threat. 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.

Moderator:

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

Speakers:

Gordon Davidson, Partner, Fenwick & West LLP
Louis Freeh, Former Director, US Federal Bureau of Investigation; Chairman and Treasurer, Freeh Group International Solutions
Mary Galligan, Special Agent in Charge, United States Federal Bureau of Investigations
George Kurtz, President & CEO, CrowdStrike

Shareholder Activism

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.

Moderator:

Abe Friedman, Managing Partner, CamberView Parters, LLC

Speakers:

David Einhorn, President & Founder, Greenlight Capital
Mason Morfit, President, ValueAct Capital
David Karp, Partner, Watchtell, Lipton Rosen & Katz
Marsha Simms, Partner, Weil, Gotshal & Manges (retired); Director, Sotheby’s

CEO Succession

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. Indeed, recent turmoil at several large corporations underscores this point. This panel explores the range of difficult issues that surround the CEO succession challenge. How can a board decide that it is time for the CEO to go? Is there evidence that boards tend to wait too long before pulling the trigger? How should boards structure CEO succession strategies even before reaching the ultimate decision, and how should they go about searches for CEO replacements? Are there sound reasons to prefer internal candidates over outside hires?  How should a board deal with a CEO who is not diligently grooming one or more successors?

Moderator:

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

Speakers:

Bill Campbell, Chairman of the Board, Intuit; Director, Apple, Inc.
Louis Simpson, Chairman, SQ Advisors LLC
John T. Thompson, Vice Chairman, Heidrick and Struggles

The Global Economy, The US Budget and 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.

Moderator:

F. 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

Speakers:

Anat Admati, George G.C. Parker Professor of Finance and Economics, Stanford Graduate School of Business
Robert Madsen, Senior Fellow, MIT Center for International Studies
Dr. Gary T. Stern, Former President, Federal Reserve Bank of Minneapolis