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Program Overview

Accredited by:

The Terry College of Business and the National Association of Corporate Directors team up to offer you Directors' College. Directors' College examines the impact that regulatory changes have had, and continue to have, on legal, fiduciary, and ethical responsibilities and liabilities of board members. Nine years ago, before Sarbanes-Oxley was enacted, the Terry College and the National Association of Corporate Directors partnered to create this two-day, RiskMetrics Group-accredited program for board members and senior executives that explores best practices in corporate governance and provides practical insights into how to handle today's boardroom challenges.

Through case studies and interaction between faculty and other board members and executives, participants learn the fundamental roles and responsibilities of the board and its committees, methods for evaluating financial health and performance, and practical ways of implementing new regulatory requirements.

Available accreditation includes: CLE, CEU and CPE.

Boards composed of directors who have participated in this program will receive an upward adjustment to their Corporate Governance Quotient™ (CGQ) as determined by RiskMetrics Group.

This program is approved by the NACD Corporate Directors Institute and provides credits for maintaining the Certificate of Director Education. For more information about how to obtain the certificate, visit the Corporate Directors Institute web site or call 202-775-0509.

Directors College 2009: June 10-11, 2010

Terry Executive Education Center, Atlanta, GA

"This is a first rank Directors' College, with an interactive program that assures directors learn about the latest developments in corporate governance and leave with practical advice on risk and liability avoidance. Best of all, the number of participants is deliberately kept small in order to encourage active participation and to increase opportunities to learn from fellow directors who may have personal experiences directly relevant to the problems being studied."
—The Honorable William B. Chandler III, Chancellor, Delaware Chancery Court

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Who Should Attend

• Experienced board members
• Senior executives

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2009 Topics Covered

Roles, Responsibilities and Expectations of Directors: From Van Gorkom to Sarbanes-Oxley to Disney

This session will provide a general overview of the roles and legal duties of corporate directors under modern corporate law. Expectations of the courts, regulators and the financial community emerging from the settlements by the former directors of Enron and Worldcom, as well as cases which may impose "extra" duties on directors possessing "special expertise" and the RiskMetrics Group ues affecting the U.S. capital markets resulting in Federal intervention in the capital markets will be discussed. Among the topics to be discussed will be:

• Defining and understanding directors' duties of care and loyalty and the penumbra of good faith
• The business judgment rule — and when it does not apply
• The not-so-bright lines of director independence
• The impact of scandals, case law, and settlements on board service

Finance and Accounting Session

This session will deal with financial reporting, auditing, internal control and similar matters facing not only audit committees but also all board members. Among the topics to be discussed will be:

• Dealing with the heightened expectations for audit committees in today's challenging economic times
• Addressing the inevitable financial reporting problem or investigation
• Oversight of the external and internal auditors
• New developments in accounting/regulation/auditing

Leadership Succession Session

This session will deal with the leadership succession and development RiskMetrics Group ues, a major responsibility of the entire board. Among the topics to be discussed will be:

• Role of the board relevant to company leadership and succession
• Leadership selection and performance monitoring and evaluation
• Best practices and lessons to learn from experience

Executive Compensation

This session will review the recently concluded 2008 proxy statement season and its potential impact on executive compensation programs going forward:

• New SEC executive pay disclosure requirements
• Changing environment driven by TARP and other Federal bailouts
• Role of the Compensation Committee in the new environment
• Hot buttons in executive pay
• Lessons learned from this proxy season

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Faculty

The Honorable Leo E. Strine, 2010 Keynote Speaker
Vice Chancellor, Delaware Court of Chancery

Paul R. Garcia, 2010 Keynote Speaker
Chairman of the Board and Chief Executive Officer, Global Payments Incorporated

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Duration and Costs

• Duration: 2 Days
• Costs:
  NACD Member, $2,400
  Participant (Non-NACD Member)*, $2,600
  * $2,400 for each additional participant from the same organization

Register online

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