Corporate Governance

With a new emphasis on corporate governance spurred by recent legislation, boards of public companies are experiencing awareness and pressure to become active and involved with their fiduciary responsibilities. Not only are companies concerned with putting appropriate mechanisms in place, but boards must adopt new frameworks and new attitudes about their decision-making roles and new ways of fulfilling their obligations.

To address these critical issues, UC Irvine's Paul Merage School of Business is partnering with FCD (Forum for Corporate Directors) to create programs concentrated on Corporate Governance topics. These programs will address various governance issues that have not been systematically addressed in an integrated way. Our programs will offer directors of public corporations and the executives who work with them the opportunity to develop a deep understanding of the key strategic issues and challenges facing boards today.

We will continue to make decisions on new offerings in Corporate Governance and you may find future sessions on Corporate Governance of value to managers and directors concerned about the implications of new oversight guidelines for public companies.

Please e-mail Lynette Albovias at lalbovias@merage.uci.edu to be added to our e-mail distribution for future program offerings.

Effective Boardroom Leadership for New and Aspiring Directors

A Joint Program with the Forum for Corporate Directors

Forum for Corporate Directors Logo

2009 Spring Program Dates – TBD

Are You Ready to Serve on a Board of Directors?

The Sarbanes-Oxley Act of 2002 created an instant demand for quality, independent directors to serve on corporate boards, whether publicly or privately held. It takes a specific type of business person to become a Board member – someone who combines broad business experience with a passion for excellence.

The Directors Training with FCD course teaches the fundamentals of becoming a director and the practice of good governance. The course provides a starting point to help you assess and develop your own training roadmap for the future and to further your skills to stay current on the ever-changing legal requirements.

This program is truly unique because instructors are drawn from the outstanding faculty at UC Irvine’s Paul Merage School of Business and from leading southern California business executives. Together they’ll take you through a highly interactive curriculum, including case studies and intensive study of governance issues.

This exceptional opportunity is brought to you jointly by the Executive Education Department of UC Irvine’s Paul Merage School of Business and the Forum for Corporate Directors (FCD) of Orange County. The FCD is a not-for-profit organization whose mission is to promote excellence in corporate governance and boardroom leadership, and to help directors and executives grow their enterprise value. For additional information about FCD, please visit: www.fcdoc.org.

THIS UCI-FCD DIRECTOR EDUCATION PROGRAM IS IDEAL FOR:

C-level managers being groomed to work with boards
New or aspiring directors
Successors/heirs to a family business
Individuals who want to add governance training to their background
Non-financial directors who wish to enhance their knowledge

LOCATION:
The Paul Merage School of Business, UC Irvine Campus

Space is limited to 30 participants. This program is offered over two sessions. Certification is available to those who complete both sessions.

THIS INTENSIVE PROGRAM COVERS ALL ASPECTS OF WHAT IT TAKES TO BE A DIRECTOR, INCLUDING:

Basic Board Functions

How can I best prepare to serve as a director?
How is the work of directors different from line management?
What is the legal structure of a business and what are the legal responsibilities of a director?
What are the basic responsibilities of directors and how do effective boards work?

This introductory segment answers these questions and provides the foundational knowledge that includes the structure and operations of a board, statutory requirements, bylaws, board committee functions (including audit, compensation, nominations and governance), and the basic standards of meeting fiduciary responsibilities (including Duty of Care, Loyalty, and the Business Judgment Rule).

Board Leadership

How do boards watch over statutory compliance, establish policies, conduct assessments, and set a tone for ethical business conduct?

This segment explores how directors provide leadership from within the structure of a board. It develops an understanding of the role of the chairman, lead director, independent and inside directors, and their inherent conflicts.

Board and Strategy

What is the importance of having a strategy?
How can business performance be assessed in the context of a constantly changing world?
How can the board ensure the interests of the shareholders are being met in building the valuation of the enterprise?

This segment explores the fundamentals of the board’s role in the development and implementation of strategy, including setting a framework for oversight and evaluation of the strategy, assessment of management’s performance, and competitive market conditions.

Financial Responsibility

What is the basic financial model and what are the critical and legal risk factors?
How is the business financed, and are the financial model and strategy for the future consistent?
Do the financial statements properly reflect the performance and condition of the business and its ability to perform and meet its obligations?
How much detail should a director know?

This segment covers these critical questions, the role of the audit committee, key financial indicators, and the responsibility of the director in key transactions such as financing, mergers, acquisitions and divestitures.

Ethics

What prompted Pepsi to contact Coke when they were offered trade secrets?

This segment covers the essentials of corporate responsibility, building a systematic framework for implementing and monitoring principles of ethics and codes of conduct, and reinforcing principles and policy compliance via training, internal controls, whistleblower and assessment programs.

Compensation Responsibilities

How should compensation programs be designed? • How can the board be assured such programs are truly in line with competitive industry practices?
What steps can the board take to ensure management actions follow policy and regulatory requirements?
What has been driving governance reform in compensation practices?

This segment will cover the board’s accountability, trends in “pay for performance” compensation practices, disclosure requirements for public companies and the role and composition of the compensation committee, as well as best practices in compensation.

Regulatory Issues and Requirements

Boards have significant legal and ethical responsibilities to their shareholders, employees, customers, and other stakeholders. Directors must ensure compliance with regulatory matters by establishing and monitoring corporate policies. This segment will cover a high level summary of the Sarbanes-Oxley Act of 2002, which created stringent disclosure and certification requirements. We will also be discussing recent SEC regulations, FASB considerations and other matters such as the Foreign Corrupt Practices Act.