BOARDS THAT LEAD:Corporate Governance That Builds Value

SENIOR LEADERSHIP

A corporate board of directors can create tremendous value for a publicly traded company. However, an absence of leadership can destroy it.

Increased regulation, shareholder pressures, and corporate governance reforms over the past decade were intended to strengthen the oversight function of boards, leaving the ceremonial role behind. But in the 21st century, becoming better monitors is not enough. Directors need to know when to take charge, when to partner, and when to get out of the way. The fate of businesses, employees, and shareholders depends on their effective leadership on the most crucial issues.

This program, Boards That Lead: Corporate Governance That Builds Value, broadens the working concept of corporate governance, expanding from shareholder oversight to include director leadership of the most vital company decisions. It provides practical steps that directors and executives can take to make their collaborative leadership most effective, and gives new insight on how the board can partner and/or delegate.

Overview Kathee Rebernak CEO, Framework LLC, a management consultancy

“ Wharton’s Boards That Lead program helped me understand more deeply how to navigate the governance issues board leaders are facing today. Wharton’s instructors were top notch, and the people they brought in to speak with us were experienced executives who were able to engage us with tried strategies. As the CEO of a consulting firm, I found the program particularly useful both to my firm and personally. Most of our clients are large public companies, and we help them identify their current and emerging governance issues. The course was useful to me personally as I serve on two boards.

As we worked through the exercises, I came to understand that the issues I struggle with are the same ones that challenge directors who have served on boards for years. To be an effective board member, you really need to vet your conscience and speak up, even if your idea is contrary to the prevailing sentiment within the group. Board members must also be cognizant of conflicts of interest that exist among the board, and also within themselves.

I’ve already applied insights from the program in a recent board meeting I attended, during which we discussed candidates to fill two board positions. We discussed how board members not only must have the right skill sets and areas of expertise; it’s important to understand what kind of board culture you want to cultivate. We came to a pool of prospective candidates who we believed would actively serve and be there for the advancement of the organization rather then merely their own self-interest. Wharton’s program underscored how important it is for board members to have an open and collaborative relationship with each other in order for the board as a whole to be an effective leader.”

Mary Kay Scucci, PhD, CPAManaging Director, SIFMA

“ Wharton’s Boards That Lead takes corporate governance to an entirely new level with a new leadership framework—so we know when to lead, when to partner, and when to just get out of the way. This approach is cutting edge, as was the thought leadership that emerged during our peer-to-peer discussions. An energizing experience—and a ‘must attend’ for all board members.”

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Experience & Impact

Boards That Lead will give you insight into:• What a company should look for when

recruiting new directors• How a board can effectively engage and

motivate corporate management• How a board determines suitability when

hiring a new CEO• How an institutional investor, private equity

fund, or hedge fund should evaluate a board before investing in a company

Session topics include:• Leading the Board• Boards and the New Reality of

Corporate Governance• Designing Effective Boards• How to Succeed in the Boardroom• Board Principles• Strategy and Acquisitions

This program will examine the changing role of boards with some of the world’s most preeminent thought leaders on the subject. Participants who currently serve on a board will learn how to improve their leadership and decision-making effectiveness. Aspiring board members and those whose roles involve extensive contact with directors will get fresh insights on how to establish partnerships and build boards that add new value to the company.

Classroom sessions will be led by faculty and distinguished practitioners including Ram Charan, a trusted adviser to some of the world’s most successful CEOs and a consultant to such companies as GE, Bank of America, DuPont, Novartis, EMC, Home Depot, and Verizon. In addition, Boards That Lead will give participants an insider’s view of some of today’s most notable executive offices and boardrooms. A panel of prominent, highly experienced executives and directors will share their insights and discuss specific strategies and approaches.

Based on the book Boards That Lead: When to Take Charge, When to Partner, and When to Stay Out of the Way, this executive education program provides the latest thinking from some of the world’s most knowledgeable boardroom veterans on how directors can best make a leadership difference.

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Participant Profile

industry

region

job function

Boards That Lead: Corporate Governance That Builds Value is designed for current and prospective directors, corporate secretaries, general counsels of a corporation, institutional investors, executives who work for hedge funds or private equity funds, securities regulators, and equity analysts. It is also beneficial for senior-level executives who want to gain an understanding of how directors move beyond monitoring and help lead a publicly traded company.

Participants leave the program with a richer peer network, enhanced understanding of corporate governance, and proven strategic principles that they can apply to enhance their own boards.

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Faculty

Michael Useem, PhD

Academic Director William and Jacalyn Egan Professor

of Management; Editor, Wharton Leadership Digest; Director, Center for Leadership and Change Management,

The Wharton School

Michael Useem is a professor of management and the director of Wharton’s Center for Leadership and Change Management. His university teaching includes MBA and executive MBA courses on leadership and change, and he offers programs on leadership, teamwork, governance, and decision making for managers in the United States, Asia, Europe, and Latin America. He also works on leadership development and governance with many companies and organizations in the private, public, and nonprofit sectors. He is the author of The Leadership Moment, Investor Capitalism, The Go Point, and The Leader’s Checklist. He is also coauthor and coeditor of Learning from Catastrophes, and coauthor of Boards That Lead: When to Take Charge, When to Partner, and When to Stay Out of the Way and The India Way: How India’s Top Business Leaders Are Revolutionizing Management.

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GUEST SPEAKER

Bonnie Hill Bonnie Hill is president of B. Hill Enterprises, LLC, a consulting firm focusing on corporate governance, board organization, and public policy issues. She has a wide-ranging career in business, government, education, and philanthropy. Her experience includes over 20 years in corporate governance serving on a number of corporate boards, including The Home Depot, where she serves as lead director; Yum Brands, Inc.; AK Steel Holding Corp.; and California Water Service Group. She is also on the boards of the RAND Corporation and the Lead Directors Network (founding member). She was recognized by the NACD Directorship as one of America’s most influential people in corporate governance in 2010, and as a 2011 Outstanding Director by the Financial Times’ Outstanding Director Exchange. Bonnie has also served on the board of FINRA Investor Education Foundation and was a member of PCAOB Investor Advisory Group.

Faculty

Ram Charan

Wharton Senior Fellow, renowned speaker, and

acclaimed author

Ram Charan is a business adviser who has worked with executives and directors of many companies, including Bank of America, DuPont, General Electric, Novartis, Honeywell, and Verizon. He has served on the Harvard Business School faculty, and he teaches in Wharton Executive Education. He helps boards go beyond Sarbanes–Oxley and the New York Stock Exchange by providing practical ways to improve their group dynamics. His recent authored or

coauthored books have included Execution, Global Tilt, Confronting Reality, What the CEO Wants You to Know, Boards at Work, Profitable Growth Is Everyone’s Business, and Boards That Deliver. His articles have appeared in Fortune magazine, including two cover stories, and he has served on the National Association of Corporate Directors’ Blue Ribbon Commission on Corporate Governance and on the boards of Austin Industries and Tyco Electronics.

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GUEST SPEAKER

Irvine O. Hockaday, Jr. Irvine O. Hockaday, Jr. served as CEO of Hallmark Cards Inc., and is presently lead director for Estee Lauder Companies. He recently stepped down as presiding director for Ford Motor Company after more than two decades on the board. He has also served as lead director at Sprint and Dow Jones & Co., as well as director of Aquila Inc., Aspen Institute, The Continental Corporation, and Crown Media Holdings. In addition, he is a former chair of the Tenth District Federal Reserve Bank.

Faculty

Dennis Carey

Vice Chairman of Korn Ferry International

Dennis Carey is vice chairman of Korn Ferry International. He specializes in the recruitment of chief executives and corporate directors. He has conducted searches for the CEOs of 3M, Tyco International, MCI, American Standard, and many other companies; assisted numerous boards in CEO succession projects; and completed searches for directors of Allied Signal, American Express, Amgen, CBS, GlaxoSmithKline, Goldman Sachs, Merrill Lynch, NCR, Sprint,

and Tyco International, among others. He has served as Delaware Secretary of Labor, as vice president of the University of Delaware, and on boards of publicly traded firms, and is the coauthor or coeditor of CEO Succession, The Human Side of M&A, and How to Run a Company. He founded or cofounded Lead Director Academy, Prium, and Wharton’s Directors Institute and CEO Academy.

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Sample Program Schedule*

CP-BTL-0817

SCHEDULE A CONSULTATION:

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*Program start and end times are subject to change. Please DO NOT make travel arrangements based on this agenda.

DAY 1 DAY 2

BREAKFAST

Program Overview and Participant Introductions

Boards That Lead: The New Role of the Board

Board Principles

LUNCH

CEO and Director Selection

Designing Effective Boards

Dinner Panel: How to Succeed in the Board Room

Board Principles (continued)

Program Wrap-Up

BOARDS THAT LEAD: CORPORATE GOVERNANCE THAT BUILDS VALUE