Fall 2016 Directors Academy

Leading Practices for the Boardroom

Tuesday, October 25, 2016 - 1 - 5 p.m. Wednesday, October 26, 2016 - 9 a.m. - 5 p.m.

Session I – Enhancing Financial Acumen

October 25th 1 – 5pm

Company owners and directors have worked under the assumption that finance is a tool or task that can be delegated to the CFOs. The reality is that financial acumen is a critical element of value creation within a company, which gives owners and directors the ability to understand what type of risk revenue they face. It is imperative that directors know what questions to ask and what to look for when viewing financial statements This half day session will provide individuals an enhanced and refreshed understanding of financial statements from the board perspective. Participants will also hear from experts on current trends in capital allocation and spin-offs and a director’s role in the discussion.

Subject Matter Experts:

• David Becher, Associate Professor of Finance, Drexel University LeBow College of Business
• Tama Copeman, Managing Partner, Maya*7 Investments

Session II – Board Roles, Committees & Responsibilities

October 26th 9 – 11:30am

Defining the role of the director can be challenging. This session will explore the unique duties and roles that directors perform to increase shareholder value. Participants will gain an understanding of the purpose and processes of each key board committee – Audit, Executive Compensation, and Nominating and Governance. This session will also detail trends in the 2016 proxy season that affect the way boards and committees govern.

Subject Matter Experts:

• Michael Barry, Chairman and CEO, Quaker Chemical (Compensation Committee Chair, Rogers Corp)
• M. Shawn Bort, Director, UGI Corporation (Audit Committee Chair, UGI)
• John Stratakis, Partner, Poles Tublin Stratakis & Gonzalez, LLP (Nominating and Governance Committee Chair, Navios Maritime Holdings Inc)

Lunch Session – Duty of Loyalty, Duty of Care

11:45 – 1:15pm

The current dynamics of shareholder activism have called into question whether or not there are only two fundamental governance duties that all board members should follow: duty of loyalty and duty of care. While these fiduciary duties lie at the heart of corporate governance, boards ponder what else they should consider as they perform their unique duties. In this session, we will discuss why board members are obligated to use diligence, care and skill when representing an organization’s shareholders and act in good faith for the benefit of the company.

Subject Matter Expert:

• Ellen Grady, Member, Cozen O’Connor

Session III – Surviving a Cyber Attack

1:30 – 3:30pm

Today’s companies face a vast array of risks — both known and unexpected. Frequently, cybersecurity is at the center of the risks directors are concerned about. However, many directors do not feel that they are as familiar with cyber issues as they are with financial or strategic issues. In this session, participants will engage in a table-top exercise simulating a cyber-attack to better understand best practices for incident response, who holds which responsibilities, a board member’s role and what questions directors should be asking. Participants will walk away with a cyber “toolkit” they can bring back to their organizations to ensure the proper procedures are in place.

Subject Matter Expert:

• Ben Goodman, Founder and CEO, 4A Security and Compliance
• Norm Balchunas, Col, USAF (Ret), Government Practice Sector - SVP, Elevate Technology Solutions

Session IV – Journey to the Boardroom

3:45 – 5:00pm The key to a successful transition to the boardroom is the understanding of the behavioral dynamic and key personal relationships which exist on the board. Participants will have the opportunity to talk with current public, private and key nonprofit directors and search firm executives about the successes and challenges of what it takes to prepare for board service.

Subject Matter Experts:

• Alyse Bodine, Partner-In-Charge Philadelphia Office, Heidrick & Struggles
• Julia Klein, Chairwoman and CEO, C.H. Briggs Company
• Rob Lazzaro, International Board Director and Advisor
• Trish Oelrich, Director, Federal Home Loan Bank; Former VP of Global IT Risk Management, GlaxoSmithKline

Who Should Attend?

Directors Academy offers board education seminars for board-ready individuals or those serving on their first public or private board. This program affords participants an educational framework through timely insights from leading executives, corporate directors, policy makers, legal and financial services experts, and academic professionals. This program is limited to 12 participants.

Upon completion of two Directors Academy programs, participants are awarded a Certificate in Director Education.

Registration Cost of $1,500 includes:

Materials, meals, and Continuing Professional Education (CPE) certificate 1 1 Earn up to 12 Continuing Professional Education (CPE) credits in the field of Business Management and Organization