September 24th, 2009 

Essentials for Director and Board Development

Application

 

 

 

 

During our seminar, we will focus on the most critical issues board members face today:

STRUCTURE, OPERATION and BOARD DEVELOPMENT
•Boards of Directors, and Advisory Boards
•Building Effective Boards
•Roles, Responsibilities, and Expectations of Directors
•Board Leadership and Effective Communication with Management
•Understanding Potential Bias in How Managers and Directors Communicate
•Designing Constructive, Time-Efficient Agendas
•Effective Board Decision Making
•Group Interaction and Negotiation
•Power and Influence in the Board Room
•The Politicized Board
•Politics and the Corporation

GOVERNANCE
•An overview of Boards and Governance
•Foundations of Governance Best Practices
•CEO/Board Relationships; Director Selection and Succession
•Key components to Good Governance

STRATEGY
•The Board's Role in Strategic Planning and Goal Setting
•Evaluating Corporate Strategy
•Board roles in growth strategies (including mergers and acquisitions and globalization)
•IP Strategy and the Board

FINANCE
•Directors’ Fiduciary, Legal, and Ethical Responsibilities- Overview
•What Directors Must Know About Financial Reporting
•Accounting and the Audit Function
•Section 404 Compliance; Director Review of Financial Reports
•Responding to Shareholder Activism, Institutional Investors and Hedge Funds
•Corporate Finance and Capital Budgeting
•Assessing earnings quality
•The Board’s role in mergers and acquisitions
•Oversight of Financial Reporting and Communicating with Shareholders

SARBANES-OXLEY
•Overview of Sarbanes-Oxley
•Responsibilities, Duties and Protection Mechanisms of Corporate Directors
  (including their filing and disclosure obligations)
•The Effective Board Member Post Sarbanes-Oxley
•Red Flags in Financial Statements: Asking the Right Questions

LEGAL
•Hiring Legal Counsel
•Litigation
•Fundamentals of Corporate Law

ETHICS
•Ethics:  Lesson of Recent Scandals
•Value-driven Ethics and Compliance Programs
•Managing competing values in environments of dynamic change

RISK MANAGEMENT
•Enterprise Risk Management
•Understanding D&O Insurance
•Assessing fraud and risk and setting the tone at the top
•Creating the “Risk Intelligent” Board

CRISIS MANAGEMENT
•The Board's Role in Crisis Management
  (Crisis Simulation Exercise)

CORPORATE SOCIAL RESPONSIBILITY COMMITTEES
•Effective Use of Committees

AUDIT
•The Audit Committee–Qualifications, Responsibilities, and Content
•Audit and the Future of Financial Reporting
•Financial Reporting and Disclosure Strategies
•Challenges and Priorities
•Internal Investigations

SUCCESSION
•Management Succession
•Managing CEO and CFO Retention and Succession
•Crisis Management
•Executive Development

COMPENSATION
•Roles and Responsibilities of the Compensation Committee
•CEO and Director Evaluation and Compensation Including Stock Ownership
•Hiring, Firing, and Paying Your CEO
•Current Issues in Executive Compensation
•Emerging trends in Executive Compensation
•Spotting the Warning Signs for Management Failure