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.

A Real Look at Real World Corporate Governance (Author David Larcker is Directors’ Consortium Faculty Member)Faculty members from the Stanford Graduate School of Business, the Stanford Law School, the University of Chicago Booth School of Business, and the Tuck School of Business at Dartmouth 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

Compensation Committee Issues

To 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 that compensation committees should consider before approving remuneration arrangements. Participants will examine innovations in the design of compensation contracts, the role of compensation consultants, and how shareholder activists and other stakeholders assess executive compensation and equity ownership.

Director Liability

The goals of this session are to reconcile the divergence between perceptions of personal, out-of-pocket liability risk for outside directors and the reality of that risk, explain how directors can ensure their companies’ D&O insurance policies and indemnification arrangements provide them with appropriate protection, and describe the board’s monitoring role in the claims process. Participants will be better able to calibrate their risks, ask the critical questions necessary to determine whether they and their companies are adequately protected, and preserve the insurance assets of their companies.

Legal Aspects of Corporate Governance

This session focuses on the primary duties of directors and the difficulty of identifying good corporate governance practices in an increasingly checklist-dominated environment. A discussion will center on the practical application of a director’s duties in three principal areas of decision making: executive compensation, corporate defenses, and M&A.

Finance

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. Participants will be better prepared to ask the right questions concerning board-related financial issues.

CEO Succession

Every board must be ready to choose a new CEO. This session will illuminate the need for succession planning and how to undertake these duties without damaging the morale of current management. Participants will explore analysis of prospective market opportunities and threats in each major line of business and how to match these future firm issues/needs to the capabilities of potential successor candidates.

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 which warning signs to pay attention to, 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 it mean? What can it mean? Are audit committees financially literate? What can and should you do about your own? This session will explore the levels of independence, financial literacy, and financial expertise required for service on the committee. Mechanisms for achieving those levels, as well as their certification, will also be discussed along with revenue recognition, off-balance sheet financing, and other critical issues.

Current Issues in Financial Reporting

This session considers several recent and proposed changes in financial reporting. Examples include fair value measurements, new guidance (and proposals for new guidance) requiring additional disclosures about credit risk and loss contingencies, proposals for changing the accounting for financial assets and financial liabilities, and proposals for changing revenue recognition and lease accounting.

Fiduciary Duties in Practice

Directors’ duties have long included the fiduciary duties of care and loyalty originating from state common law. In 2002, Congress enacted the Sarbanes-Oxley Act, which imposes new obligations on boards, and the stock exchanges adopted corporate governance rules, which create additional responsibilities. Embedded in real-world situations faced by boards, participants will discuss what these legal rules mean for board structures and processes, and what they mean for the risk of director liability.
Optional Finance and Accounting Day

Content Overview

Optional 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:

Sophia Yang Ghaffary
Phone: 650.723.5637
info@directorsconsortium.com
World-Class Faculty Partnership

This singular partnership between three world-class institutions provides access to the foremost faculty in corporate governance, with a curriculum hand-crafted to provide the most current expertise, guidance, and insights for board directors.

Sydney Finkelstein

Steven Roth Professor of Management, Tuck School of Business at Dartmouth, and Faculty Director, Tuck Executive Program

Professor Finkelstein is an expert in the areas of strategic leadership, corporate governance, top management teams, corporate crises and mistakes, and managing mergers and acquisitions. He has participated in numerous CEO forums, has been interviewed or had his work appear in numerous leading media outlets, and has served as a consultant and speaker for major companies in the U.S., Canada, Europe, and Mexico. Currently, he serves on the boards of Dartmouth-Hitchcock Assembly of Overseers and Kimball Union Academy. His book Strategic Leadership: Top Executives and Their Effects on Organizations is considered the definitive work on the subject of strategic leadership and management of mergers and acquisitions. His other books include, Why Smart Executives Fail: And What You Can Learn From Their Mistakes; Breakout Strategy: Meeting the Challenge of Double-Digit Growth with C. Harvey and T. Lawton; and Think Again: Why Good Leaders Make Bad Decisions and How to Keep It From Happening to You with J. Whitehead and A. Campbell.

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. 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.

Michael Klausner

Nancy and Charles Munger Professor of Business and Law and Associate Dean for Research and Academics, Stanford Law School, Stanford University

Professor Klausner specializes in the areas of corporate law and corporate governance. He has conducted in-depth empirical studies of outside director liability and takeover defenses in firms at their initial public offering. He also has done theoretical work on the overall structure and function of corporate law and on various topics in nonprofit law. He teaches and writes in the areas of corporate and banking law, anti-takeover protection provided to spin-offs, and anti-takeover defenses in IPOs. His recent scholarship has focused on securities litigation, directors’ and officers’ liability insurance, and the liability risk of outside directors. Previously, Professor Klausner served as a White House Fellow in the Office of Policy Development. He is currently engaged in a study of outside director liability in the United States and abroad with Bernard Black of Stanford University and Brian Cheffins of Cambridge University.

David F. Larcker

James Irvin Miller Professor of Accounting and Director of the Corporate Governance Research Program, Stanford Graduate School of Business; Senior Faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University

Professor Larcker’s research focuses on executive compensation, corporate governance, and managerial accounting. His work examines the choice of performance measures and compensation contracts in organizations. He has current research projects on the valuation implications of corporate governance, role of the business press in the debate on executive compensation, and modeling the cost of executive stock options. He serves on the editorial boards of the Journal of Accounting and Economics; Journal of Accounting Research, Accounting, Organizations and Society; Journal of Accounting and Public Policy; and the Journal of Applied Corporate Finance. Professor Larcker received the Notable Contribution to Managerial Accounting Research award in 2001. He is currently a Trustee for Wells Fargo Advantage Funds.

Roman L. Weil

V. Duane Rath Professor Emeritus of Accounting, the 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 chairs the Audit Committee.
Directors' Consortium Application
The Spring 2015 session will be held at Stanford on April 7-10, 2015. The Optional Finance and Accounting Day will be held on April 6, 2015. Tuition for the 4-Day Program is $9,500; for the Optional Finance and Accounting Day, $1,500 (does not include accommodations).

Spring 2015 at Stanford

Fall 2015 at Tuck

April 7-10, 2015TBD
Application Deadline:
March 5, 2015
Application Deadline:
TBD
Optional Finance & Accounting Day:
April 6, 2015
Optional Finance & Accounting Day:
TBD
Apply NowApply Now

Program Length and Tuition

Program Length and Tuition

4-Day Program Tuition: $9,5004-Day Program Tuition: $9,500
Optional Finance and Accounting Day: $1,500Optional Finance and Accounting Day: $1,500
BrochureBrochure
Executive Education Web SiteExecutive Education Web Site
The power of 3 universities
Stanford Graduate School of Business and Stanford Law SchoolThe University of Chicago Booth School of BusinessTuck School of Business at Dartmouth
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.
Founded in 1900, the Tuck School of Business at Dartmouth combines the intellectual depth of a large Ivy League University with the soul of a personal scale, reflective learning community. Tuck provides world-class business education with faculty, expert researchers, teachers, and facilitators who ensure that participants develop the leadership and business acumen required to be successful in diverse environments.

Tuck offers only one degree program—the full-time MBA. This focus allows us to offer a select array of non-degree learning experiences in the form of open enrollment, custom, consortium, and programs for specialized populations of learners. Our executive programs are renowned for using the best of applied learning models in innovative ways, along with exceptional access to faculty, to build strategic and organizational capabilities. Participants learn new skills and mindsets, coupled with application tools and frameworks, that result in transformation on a personal, organizational, and industry level.
Directors' Consortium Faculty Research Sampler
Document Title, Link and Abstract / DescriptionDirectors' Consortium Author
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 Larcker and Brian Tayan
Stanford Graduate School of Business
Josh Hardy and the #SaveJosh Army: How Corporate Risk Escalates and Accelerates through Social MediaDavid Larcker
Stanford Graduate School of Business
How Well Do Corporate Directors Know Senior Management?
Abstract: In this report we detail the results of our survey of more than 150 corporate directors of public companies in North America. The study results appear in the latest edition of Director Notes published by The Conference Board. Additional analysis of survey data and statistics regarding CEO turnover events at S&P 500 companies will be included in the 2014 edition of The Conference Board’s CEO Succession Practices, slated for release in early April.
David 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
Detecting Deceptive Discussions in Conference Calls
We estimate linguistic-based classification models of deceptive discussions during quarterly earnings conference calls. Using data on subsequent financial restatements and a set of criteria to identify severity of accounting problems, we label each call as "truthful" or "deceptive." Prediction models are then developed with the word categories that have been shown by previous psychological and linguistic research to be related to deception. We find that the out-of-sample performance of models based on chief executive officer (CEO) and/or chief financial officer (CFO) narratives is significantly better than a random guess by 6%-16% and is at least equivalent to models based on financial and accounting variables. The language of deceptive executives exhibits more references to general knowledge, fewer non-extreme positive emotions, and fewer references to shareholder value. In addition, deceptive CEOs use significantly more extreme positive emotion and fewer anxiety words. Finally, a portfolio formed from firms with the highest deception scores from CFO narratives produces an annualized alpha of between -4% and -11%.
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.
  • Very impressive – Great Job – very useful topics.

    - Louis Kacyn, Partner, Egon Zehnder International
  • The instructors had a thought-provoking style that made a real impact on my thinking. I left with a framework and understanding of best practices that will make me a more effective board member.

    - Edward R. Bonifas, Director, Old Second Bancorp
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Sophia Yang Ghaffary
Phone: 650.723.5637
info@directorsconsortium.com
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