Directors' Consortium
The Directors’ Consortium offers corporate board members the benefit of a research-based, comprehensive approach to the complex decisions they must make. In light of regulatory changes and reduced public confidence, becoming an educated board director is a necessity, not an option. Now more than ever, directors need to understand their fiduciary, legal, and ethical oversight responsibilities—the bar has been raised for all directors. Boards must focus on performance, not conformance. The result of an unparalleled academic partnership, this program combines powerful ideas and strategic insights to deliver an incomparable executive learning experience for corporate board members.

Faculty members from the Stanford Graduate School of Business, the Stanford Law School, and the University of Chicago Booth School of Business harness their knowledge, research, and expertise to provide a dynamic, cross-disciplinary executive program focusing on the role of directors in driving and sustaining corporate success even in uncertain times. Both new and experienced board members will gain leading-edge strategies, frameworks, and best practices for making crucial board decisions in a changing environment.

Public confidence in corporations has reached an all-time low and the role of board director has become even more challenging and demanding. The Directors’ Consortium leverages the world-renowned research of three universities to address the fundamental issues surrounding corporate governance. The program delivers the latest thinking and empirical research in corporate law, accounting, finance, and board management with a multifaceted, integrated approach to investigating governance at both new and established companies.

Key Program Benefits

  • Understand essential questions that board members should be asking management and outside experts, regarding financing, disclosure, governance, succession planning, compensation, and litigation.
  • Learn what Audit Committee members should know about revenue recognition, off-balance sheet financing, and accounting methods and disclosures.
  • Develop frameworks for prudent legal strategies that help boards navigate in litigious environments.
  • Understand and benchmark against best practices in corporate governance.
  • Develop strategies for managing CEO succession and evaluating executive compensation.
  • Evaluate the role of the board in strategy development, evaluation, and evolution.

Why You Should Attend

Designed for board members of public companies, Directors’ Consortium offers an engaging, hands-on environment where participants can benchmark best practices and exchange ideas that will influence the advancement and understanding of corporate governance practices in their organizations.

Led by world-class faculty, experienced directors, and other experts, participants will examine multiple, real-world scenarios and formulate action plans enriched by peer group interactions. Board members of companies that aspire to become public in the near future, as well as those who serve on boards of foreign corporations that are or aspire to be listed on U.S. exchanges will also benefit. (The disciplines covered will have applicability to private, family-owned, and nonprofit organizations, but not all of the specific regulations and processes examined will apply.)
Directors' Consortium Representative Sessions
EXECUTIVE COMPENSATIONTo set appropriate compensation plans for corporate executives, directors must understand how incentive structures impact the economic performance of the firm. This session will review typical executive compensation plans and discuss the factors compensation committees should consider before approving remuneration arrangements.

DIRECTOR LIABILITY RISK

Serving on a board may expose directors to liability risk. This session is designed to clarify the sources of liability risk to directors, the degree of liability risk they face, and the ways in which they can reduce their risk. Participants will become equipped to ask the critical questions necessary to determine whether their companies’ D&O insurance policies and indemnification arrangements will protect them.

LEGAL ASPECTS OF CORPORATE GOVERNANCE

Directors’ legal duties traditionally consist of the common law fiduciary duties of care and loyalty. But since the Sarbanes Oxley Act of 2002, Congress, the SEC, and the stock exchanges have imposed additional obligations on boards. This session will focus on the application of these obligations in three principal areas of decision making: executive compensation, sale of the company, and conflicts of interest.

FINANCE

Regardless of their areas of expertise, board members must be prepared to ask the right questions concerning financial issues. This session presents financial tools and concepts directors can use to analyze a company’s performance, analyze financing decisions, and understand issues surrounding a company’s valuation.

SHAREHOLDER ACTIVISM

In this session participants will examine the recent increase in shareholder activism and the controversies surrounding it. This session will provide a historical examination of activism and review whether activists have a short- or long-run orientation in their investment. Using cases, participants will explore some of the choices companies have made.

BOARD OVERSIGHT AND MANAGEMENT: FAILURE AVOIDANCE

Providing oversight of corporate strategy and of the business leader’s execution of that strategy is a core board function and key to avoiding unhappy surprises. Boards need to know what to monitor and to which warning signs to pay attention, if they are to effectively spot brewing failures. This session will help directors spot the strategic, cultural, organizational, and leadership signals that trigger oversight probes and discussions.

AUDIT COMMITTEE FINANCIAL LITERACY

What does “financial literacy” mean in the context of the board audit committee? Is your audit committee financially literate? Are you? This session will explore the levels of independence, financial literacy, and financial expertise required for serving on the audit committee and the mechanisms for achieving those levels, as well as their certification.

STRATEGY

In the high-stakes game of today’s global marketplace, business leaders must successfully navigate a constantly changing and complex environment to ensure that their organization is winning. Board members have the influence to help the leadership team shape, evolve, and sustain competitive advantage.
Optional Finance and Accounting Day
Content OverviewOptional Finance and Accounting Day BrochureBy design, corporate board directors usually come from a diverse range of business backgrounds. But since finance and accounting considerations drive most board decisions, the most effective directors have a strong command of the basic principles of these disciplines, regardless of their areas of expertise.

Whether you have a limited financial background or are seeking to update and refresh your finance knowledge, this optional full-day session at the beginning of the Directors' Consortium program provides an excellent, essential foundation in finance and accounting from a board-level perspective.

The two morning sessions are focused on accounting basics, examining the elements and terminology of financial reporting and the various financial statements that describe firm performance, including balance sheets, income statements, and cash flow statements. In the afternoon, two more sessions offer a solid grounding in the theory and principles of finance and its implications for corporate governance and board decision making.

To become an informed, strategic user of financial data and have a greater impact on your board’s effectiveness, be sure to register for this optional session when you apply for the Directors' Consortium.

Key Takeaways

  • Acquire a working knowledge of the basics of finance and accounting for more informed board decision making
  • Understand the theoretical and practical principles of accounting and finance as they apply to corporate governance
  • Enhance your Directors' Consortium experience with a solid grounding in finance and accounting fundamentals in advance of the program

SAMPLE SCHEDULE

Morning Session I
Accounting Basics for Directors I

Morning Session II
Accounting Basics for Directors II

Lunch

Afternoon Session I
Finance Basics for Directors I

Afternoon Session II
Finance Basics for Directors II


For more information concerning the Optional Finance & Accounting Day, please contact:

Ryann Price
Associate Director, Programs
Phone: +1.650.497.2927
reprice@stanford.edu
World-Class Faculty Partnership
This extraordinary partnership among two world-class institutions provides access to the foremost faculty in corporate governance, with a leading-edge curriculum custom-crafted to provide the most current expertise, guidance, and insights for board directors.

Robert Daines

Professor of Finance (by courtesy); Pritzker Professor of Law and Business, Stanford Law School, Stanford University, Codirector of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford

Robert Daines is the Pritzker Professor of Law and Business and the codirector of the Rock Center for Corporate Governance. Before moving to Stanford in 2004, he taught at New York University Law School and Yale Law School, and was an associate in the leveraged finance department of Goldman, Sachs & Co. Professor Daines’ research examines the relationship between law, finance and corporate governance. His recent work has focused on CEO pay, mandatory disclosure regulation, and takeover defenses in public firms.

Michael Klausner

The Nancy and Charles Munger Professor of Business and Professor of Law, Stanford Law School, Stanford University>

Professor Klausner teaches and writes in the areas of corporate law, business transactions, and regulation of financial institutions. He has conducted in-depth empirical studies of securities class actions, SEC enforcement, outside director liability, and takeover defenses. He also has done theoretical work on the overall structure and function of corporate law. Prior to entering academia, Professor Klausner served as a White House Fellow in the Office of Policy Development, and as a law clerk to Judge David Bazelon and Justice William Brennan. He also worked as an attorney in private law practice.

Steven N. Kaplan

Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance, the University of Chicago Booth School of Business

Professor Kaplan teaches advanced MBA and executive courses in entrepreneurial finance and private equity, corporate financial management, corporate governance, and wealth management and has consistently been ranked as one of the best instructors at Chicago Booth. Bloomberg Business Week named him one of the top 12 business school teachers in the country. In addition, Professor Kaplan is the faculty director of Chicago Booth’s Polsky Entrepreneurship Center. He has testified to the U.S. Senate Finance Committee and the U.S. House Financial Services Committee about his research. Professor Kaplan is a research associate at the National Bureau of Economic Research and an associate editor of the Journal of Finance and the Journal of Financial Economics. He serves on the boards of directors of several companies, including Morningstar, Accretive Health, and Columbia Acorn Funds.

David F. Larcker

The James Irvin Miller Professor of Accounting, Stanford Graduate School of Business; Professor of Law (by courtesy), Stanford Law School; Senior Faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford

Professor Larcker has published many articles and book chapters on topics such as executive compensation, corporate governance, measurement of intangible assets, and strategic business models. He is the coauthor of a recent book, Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences. He has served as a consultant to numerous organizations on corporate governance and design of executive compensation contracts. He serves on the editorial boards of the Journal of Accounting and Economics; Journal of Accounting Research, Accounting, Organizations and Society; and the Journal of Applied Corporate Finance. Professor Larcker received the Notable Contribution to Managerial Accounting Research award in 2001. In 2012 he was named to the NACD Directorship 100 as one of the most influential people in the boardroom and corporate governance community.

Roman L. Weil

V. Duane Rath Professor Emeritus of Accounting, University of Chicago Booth School of Business

Professor Weil’s research and teaching focus on financial accounting, forensic accounting, and regulation. He has coedited four professional reference books, coauthored 12 textbooks, and published more than 100 articles in academic and professional journals. Professor Weil served on the Securities and Exchange Commission (SEC) Advisory Committee on Replacement Cost Accounting. At the Financial Accounting Standards Board (FASB), he has served on two task forces, one on consolidations and the other on interest methods, and on the Financial Accounting Standards Advisory Council. Professor Weil has consulted to governmental agencies, including the U.S. Treasury Department and the Securities and Exchange Commission. He currently serves on the board of directors of mutual funds affiliated with New York Life Insurance Company and has chaired the Audit Committee. He serves on the Standing Advisory Group of the Public Company Accounting Oversight Board.
Directors' Consortium Application

Spring 2017 at Stanford

Fall 2017 at Chicago

April 4-7, 2017October 24-27, 2017
Application Deadline: February 27, 2017Application Deadline: October 2, 2017
Optional Finance & Accounting Day: April 3, 2017Optional Finance & Accounting Day: October 23, 2017
Apply NowApply Now

Program Length and Tuition

Program Length and Tuition

4-Day Program Tuition: $12,0004-Day Program Tuition: $12,000
Optional Finance and Accounting Day: $1,500Optional Finance and Accounting Day: $1,500
BrochureBrochure
Executive Education Web SiteExecutive Education Web Site
University Partnership
Stanford Graduate School of Business and Stanford Law SchoolThe University of Chicago Booth School of Business
Driven by the power of ideas and continually focused on the future, Stanford University is home to the innovations and entrepreneurial spirit that continually nurtures the fertile grounds of the Silicon Valley and the industries that have shaped our modern world. Executives from around the globe come to Stanford to immerse themselves in an intensive, collaborative learning environment that is continually focused on what’s next.

Led by world-renowned faculty from the Stanford Graduate School of Business and Stanford Law School, and energized by the new, state-of-the-art Knight Management Center campus, program participants acquire the knowledge, vision, and skill to bring innovative leadership to their organizations while advancing their personal and professional growth. In addition to authoring textbooks and business cases used by institutions around the world, Stanford business and law faculty are engaging and effective teachers, with broad experience working with organizations from many different industries and geographies.
The ideas and strategies that will shape the business environment tomorrow are being formulated and taught at the University of Chicago Booth School of Business today. For more than 100 years, Chicago Booth has been a leader and innovator in business research and education. It was the first business school in the U.S. to offer a PhD program, the first to publish a scholarly journal, the first to offer an executive MBA degree program, and the only business school to have six Nobel Laureates on its faculty.

Many of Chicago Booth’s current innovations are directly related to its close ties with the leaders of some of the world’s most respected corporations. Chicago Booth’s executive education courses offer a blend of academic excellence, rigorous scholarship, real-world relevance, and practical application that provides participants with unparalleled opportunities to expand their horizons.
Directors' Consortium Faculty Research
Document Title, Link and Abstract / DescriptionDirectors' Consortium Author
Americans and CEO Pay: 2016 Public Perception Survey on CEO Compensation
The Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 1,202 individuals — representative by gender, race, age, political affiliation, household income, and state residence — to understand public perception of CEO pay levels among the 500 largest publicly traded corporations. Key takeaways are:
  • CEOs are vastly overpaid, according to most Americans
  • Most support drastic reductions
  • The public is divided on government intervention
By David F. Larcker, Nicholas E. Donatiello, Brian Tayan Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance. February 2016
Stanford Graduate School of Business
The Ideal Proxy Statement
Institutional investors are highly dissatisfied with the quality of information that they receive about corporate governance policies and practices in the annual proxy. Across the board, they want proxies to be shorter, more concise, more candid, and less legal. The largest complaint involves executive compensation and the inability of investors to determine whether senior management is paid appropriately.
David F. Larcker and Brian Tayan
Stanford Graduate School of Business
A Closer Look: "Does the Composition of a Company's Shareholder Base Really Matter?"
Corporations dedicate significant time to managing their shareholder base. Does the composition of a company’s shareholder base really impact corporate decision making and stock-market value?
Anne Beyer, David F. Larcker and Brian Tayan
Stanford Graduate School of Business
Josh Hardy and the #SaveJosh Army: How Corporate Risk Escalates and Accelerates through Social Media
David F. Larcker
Stanford Graduate School of Business
Some Facts About CEO Pay and Corporate Governance
Key points from the presentation: The average pay of CEOs has decreased by 50% since 2000. Relative to other highly paid groups, average pay has declined substantially since 2000. CEOs are paid for performance and are highly penalized for poor performance. Boards, overall, are doing a good job.
Steven N. Kaplan
University of Chicago Booth
Which CEO Characteristics and Abilities Matter
Abstract: We exploit a unique dataset to study individual characteristics of CEO candidates for companies involved in buyout and venture capital transactions and relate these characteristics to subsequent corporate performance. CEO candidates vary along two primary dimensions: one that captures general ability and another that contrasts communication and interpersonal skills with execution skills. Subsequent performance is positively related to general ability and to execution skills. The findings expand our view of CEO characteristics and types relative to previous studies.
Steven N. Kaplan
University of Chicago Booth
Sneak Preview: How ISS Dictates Equity Plan Design
Ian D. Gow, David F. Larcker, Allan L. Mccall, and Brian Tayan
Ian D. Gow, David F. Larcker, Allan L. Mccall, and Brian Tayan
Stanford Graduate School of Business
Where Experts Get It Wrong: Independence vs. Leadership in Corporate Governance
David F. Larcker and Brian Tayan
David F. Larcker and Brian Tayan
Stanford Graduate School of Business
Risk Management Breakdown at AXA Rosenburg: The Curious Case of a Quant Manager Trusted Too Much
David F. Larcker and Brian Tayan
David F. Larcker and Brian Tayan
Stanford Graduate School of Business
Pioneering Women on Boards: Pathways of the First Female Directors
David F. Larcker and Brian Tayan
David F. Larcker and Brian Tayan
Stanford Graduate School of Business
2013 CEO Performance Evaluation Survey with The Miles Group
A new study conducted by the Center for Leadership Development and Research at Stanford Graduate School of Business, Stanford University’s Rock Center for Corporate Governance, and The Miles Group reveals that boardrooms are giving poor grades to CEOs for their mentoring skills and board engagement – but still prioritize financial performance above all else.
David F. Larcker
Stanford Graduate School of Business
A Closer Look: How Proxy Advisory Firms Develop Recommendations
David F. Larcker, Allan l. McCall, and Brian Tayan explore the policy development process and its role in corporate governance
David F. Larcker
Stanford Graduate School of Business
And then a Miracle Happens!: How Do Proxy Advisory Firms Develop Their Voting Recommendations?
The process that proxy advisory firms use to develop their voting policies suffers from serious potential issues. How exactly do they decide that a policy is “correct”?
David F. Larcker
Stanford Graduate School of Business
Proxy Advisory Firms and Stock Option Exchanges
This paper examines the relationship between firm performance and the recommendations provided by proxy advisory firms in the United States, regarding shareholder votes in stock option exchange programs. Using a comprehensive sample of stock option exchanges announced between 2004 and 2009, we find that exchange firms following the restrictive policies of proxy advisory firms exhibit statistically lower market reaction at the announcement of this transaction, lower operating performance, and higher executive turnover. These results are consistent with the conclusion that proxy advisory firm recommendations regarding stock option exchanges are not value increasing for shareholders.
David F. Larcker
Stanford Graduate School of Business

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  • A very informative program which will be useful in fulfilling my Board responsibilities.

    - William J. Cernugel – Board of Directors – Hillenbrand Industries, Inc.
  • Program is excellent. Helps me to be a better board member.

    - Sam Duncan, Chairman & CEO, OfficeMax
  • The program was a very good use of my time. It was an effective and efficient way to cover a wide range of material.

    - Reuben Slone, EVP, Supply Chain, OfficeMax
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Ryann Price
Associate Director, Programs
Phone: +1.650.497.2927
reprice@stanford.edu
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