Keynote Speakers | Plenary Sessions | Breakout Sessions | Featured Panelists
| Duke Faculty | 2007 Representative Documents | 2008 Program Agenda

Keynote Speakers

Edward S. Knight Executive Vice President, General Counsel The NASDAQ OMX Group, Inc.

Harvey Pitt Chief Executive Officer Kalorama Partners, LLC

The Hon.Leo E.Strine Jr. Vice Chancellor Delaware Court of Chancery

Steve Wallenstein Director, Duke Directors’ Education Institute Professor of the Practice of Law, Business and Finance Biography (pdf) | CV (pdf)

Plenary Sessions

• “The Board's Role in Strategic Oversight and Financial and Legal Risk Management”
  Directors are under considerable pressure to be accountable for financial results, corporate strategy and risk management. Each board must find the right balance between its strategic advisory responsibilities and oversight and monitoring duties to achieve business success. What is the board’s proper role in setting and reviewing corporate strategy for new product introduction and IT initiatives, risk management, merger and acquisition activity, capital allocation and going private strategies? What types of knowledge and resources are required for boards to meet their expanded responsibilities? How do boards insure that they have the necessary information to address their roles as independent monitors, mediators and strategic advisors? This session will also explore lessons learned from the sub prime and credit market meltdown.
  
• “Current Issues in Executive Compensation”
  This session focuses on the practical implications created by the SEC’s new compensation disclosure rules and activist stockholders’ demands, and outlines strategies for dealing with the development and board approval of effective CEO compensation packages. What is the role of stock options? This session will also explore emerging best practices in working with compensation consultants and effective negotiation strategies when setting compensation for senior executives.
• “Responding to Shareholder Activism, Institutional Investors and Hedge Funds”
  Institutional investors’ influence is strong and growing. Hedge funds and institutional investors are acquiring large equity positions and lobbying for change. Changes in proxy voting will give these investors even greater influence in the boardroom. How should boards and companies deal with, and respond to, the agenda of these activist shareholders? How can a board distinguish between constructive shareholder proposals and short-term efforts to boost stock price? How much attention should boards pay to shareholder views on governance, strategy and executive compensation? What is the proper allocation of power among shareholders, the board and management?
  
• “Managing the Liability Exposure of Directors”
  Practitioners will alert directors and officers to landmines that they might encounter in the new litigation environment. Plaintiffs’ attorneys will describe strategies they typically use when suing corporations and their directors, as well as the forms of directorial behavior that make individual directors particularly inviting targets. Defense counsel will describe measures that directors can take to control litigation risks and steps to take when litigation arises. Representatives from major insurance underwriters will also describe the new realities of the insurance market.

Breakout Sessions

• “Analyzing Financial Reports: Current Financial Reporting Issues”
  This session will cover a number of current (and controversial) financial reporting issues, including accounting for business combinations, fair values in financial reporting, reporting uncertain tax positions, revenue recognition and postretirement benefits (including pensions).
  
• “Audit Committee Challenges and Priorities”
  This panel will consider some of the key oversight challenges facing audit committees in light of current economic conditions. Among these challenges: Understanding how management is addressing the significant recession-related risks (including liquidity and access to capital) impacting the company, as well as the risks associated with increased economic volatility. The panel will also explore how audit committees and boards are addressing concerns about their company’s risk intelligence (including the quality of risk inventories and assessments), the adequacy of the company’s risk monitoring and reporting systems, and the culture and incentives affecting the risk environment.
• “Board Leadership and Effective Communication with Management”
  Board members need to communicate effectively with each other and the CEO. This session will explore the role of the lead director/nonexecutive chairman in shaping the Board’s agenda, accessing critical information and managing the Board’s limited time. Do you spend too much time watching management PowerPoint presentations? How does the general counsel balance her role as advisor to the CEO and the Board? Best practices for structuring executive sessions and promoting open and candid discussions with management will be discussed.
• “Board Leadership in Internal Investigations”
  Corporate crises have been abundant in recent years – stock option backdating, insider trading, Foreign Corrupt Practices Act violations, subprime and structured debt write-downs, tainted toys and drugs produced in China, to name a few. How does the Board assert leadership in such events? What type of contingency planning should Boards undertake?
  
• “CEO and CFO Retention and Succession”
  The tenure of the average CEO and CFO is getting shorter.  The implications at the board level are stark.  Directors need to spend more time thinking about succession strategies, searching for new CEO’s and CFO’s and negotiating compensation packages.  What are best practices at the board-level to respond to this new challenge, including strategies for development of internal CEO and CFO candidates, and choosing between internal and external candidates. 
  
• “Enlightened Self-Interest: Risks and Opportunities Presented by Global
  Warming and other Social Concerns”
  Global warming and other environmental and social concerns present opportunities for corporate advantage, as well as business and reputational risks. What are best practices to assess the opportunities and risks about global warming and other environmental issues, working conditions and the interests of local communities and other stockholders, including global regulatory actions and public perceptions. Determine actions you can take to reconcile social concerns and business interests.
  
• “New Products and Approaches for Director Liability”
  This panel will review policy and coverage options, new product offerings, coverage of non-fraud restatements, insurer rescission actions on policy severability clauses, and use of special litigation committees in derivative suits.  This panel will examine hidden issues and offer key insights to help insulate company directors and discuss how D&O insurance can cover these unforeseen contingencies.
• "Global Race for Talent: Implications for Corporate Strategy"
  This session will explore the implications for internationalization of corporate innovation strategies and the challenges companies face recruiting, managing and retaining science and engineering talent in three world regions — Eastern Europe, Latin America and East Asia (China and India).
  
•  “What Directors Must Know About Financial Reporting”
  This session will cover financial reporting from the perspective of a board member who is not a member of the audit committee but who would like to understand the fundamentals of financial statements.  Particular attention will be given to the role of judgments and estimates in the preparation of financial statements and to elements that require significant judgment, including revenues, fair values, accounts receivable, loss contingencies and asset impairments/restructuring charges.  

Featured Panelists

• David Berger
  Partner, Wilson, Sonsini, Goodrich & Rosati
• Jacob Blass
  President, Ethical Advocate
• Bob Bostrom
  Executive Vice President and General Counsel, Freddie Mac
• Dan Carmichael
  Non-Executive Chairman, Platinum Underwriters Holdings, Ltd
• Jennifer Fahey
  Managing Director, AON Financial Services Group
• Peggy Foran
  Senior Vice President of Corporate Governance, Pfizer Inc
• Rockell Hankin
  Chairman, Semtech Corporation
• Janet Hill
  Director, Sprint Nextel and Wendy’s International
• Patrick McGurn
  Senior Vice President, RiskMetrics/ISS Governance Services
• Robert Mundheim
  Former Chairman, Quadra Realty Trust, Director, eCollege.com
• David Schwarz
  Partner, Irell & Minella
• Stephen Sherwin
  Chairman and CEO, Cell Genesys, Inc.
• Edward Smith
  Executive Director, KPMG ACI
• David Swinford
  President and CEO, Pearl Meyer & Partners

Duke Faculty

• Bill Boulding
  Senior Associate Dean for Programs, The Fuqua School of Business
• Michael Bradley
  F.M. Kirby Professor of Investment Banking, The Fuqua School of Business
  Professor of Law, Duke School of Law
• Jeffrey C. Coyne
  Senior Lecturing Fellow, Duke School of Law
• James Cox
  Brainerd Currie Professor of Law, Duke School of Law
• Deborah DeMott
  David F. Cavers Professor of Law, Duke School of Law
• Raymond Groth
  Adjunct Professor, The Fuqua School of Business
• Robert Hart
  Senior Lecturing Fellow, Duke School of Law
• Arie Y. Lewin
  Professor of Strategy and Director of CIBER, The Fuqua School of Business
• Katherine Schipper
  Thomas F. Keller Professor of Accounting, The Fuqua School of Business
• Stephen Wallenstein
  Founder and Program Director, Directors’ Education Institute
  Professor of the Practice of Law, Business & Finance, The Fuqua School of Business, Duke School of Law

2007 Representative Documents

• Anatomy of a Crisis – Stock Option Backdating
• Audit Committee Effectiveness
• Board Leadership and Communication with Management
• Board's Role in Crisis Management
• Corporate Governance in Family Influenced Companies
• Current Issues in Executive Compensation
• Enlightened Self-Interest: The Ethical Well-Being of Your Company
• Global Race for Talent: Implications for Corporate Strategy
• Going Private Transactions and the Role of the Board
• How Boards Handle Their Strategic and Compliance Duties to Achieve
  Business Success
• Managing the Liability Exposure of Directors
• Recent Trends and Developments in Corporate Governance
• Shareholder Activism, Institutional Investors and Hedge Funds

2008 Program Agenda (subject to change)

Wednesday, September 24, 2008
3:00 – 6:00 pm	Pre-Registration–Washington Duke Inn
6:00 – 7:30 pm	Cocktail Reception –Washington Duke Inn
7:30 – 9:00 pm	Reception with Keynote Speaker – The Fuqua School of Business Host: The Fuqua School of Business Welcoming Remarks: Stephen Wallenstein, Faculty Director – DEI Keynote Address: Edward S. Knight, Executive Vice President, General Counsel The NASDAQ OMX Group, Inc.
Thursday, September 25, 2008
7:00 – 8:00 am	Registration / Buffet Breakfast – Washington Duke Inn
8:00 – 8:10 am	Introduction: Stephen Wallenstein, DEI
8:10 – 9:00 am	Keynote Address: Harvey Pitt, Chief Executive Officer, Kalorama Partners, LLC
9:00 – 10:30 am	The Board's Role in Strategic Oversight and Financial and Legal Risk Management
10:30 – 10:50 am	Break
10:50 – 12:15 pm	Breakout Sessions Board Leadership and Effective Communication with Management CEO and CFO Retention and Succession What Directors Must Know About Financial Reporting
12:15 – 1:30 pm	Lunch – Washington Duke Inn
1:30 – 2:50 pm	Breakout Sessions Analyzing Financial Reports: Current Financial Reporting Issues Enlightened Self-Interest: Risks and Opportunities Presented by Global Warming and other Social Concerns Board Leadership in Internal Investigations
2:50 - 3:10 pm	Break
3:10 – 4:30 pm	Responding to Shareholder Activism, Institutional Investors and Hedge Funds
6:00 – 7:00 pm	Cocktail Reception – Washington Duke Inn
7:00 – 9:00 pm	Dinner with Keynote Speaker – Washington Duke Inn Keynote Address: The Hon. Leo E. Strine, Jr. – Vice Chancellor, Delaware Court of Chancery
Friday, September 26, 2008
7:00 – 8:00 am	Continental Breakfast
8:00 – 9:20 am	Managing the Liability Exposure of Directors
9:20 – 10:40 am	Current Issues in Executive Compensation
10:40 – 10:55 am	Break
10:55 - 12:15 pm	Breakout Sessions Audit Committee Challenges and Priorities New Products and Approaches for Director Liability CEO and CFO Retention and Succession Global Race for Talent: Implications for Corporate Strategy
12:15 – 1:30 pm	Closing Lunch

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