The Sixth Annual Directors Training Academy

Thursday, June 12, 2008

Understanding Your Board’s Governance Principles
Former HP board director Tom Perkins in a March 2007 Wall Street Journal article discussed the differences between what he termed a “Guidance” board versus a “Compliance” board. What is your Board’s governance framework, and how do you have this discussion with your colleagues and senior executive team? This session will explore various governance approaches used by boards and how to develop awareness about which governance approach is, and should be, used in your boardroom.

Speakers:
- Keith Grinstein, Partner, Second Avenue Partners; Director, F5 Networks, Coinstar, TrueBlue, Netsuite
- Peter van Oppen, Director, Isilon Systems; former CEO & Chair of ADIC
- Betty Woods, Board Chair, Beckman Coulter; former President & CEO of Premera Blue Cross
- Janis Harwell, Senior VP, General Counsel and Corporate Secretary, Intermec (moderator)

Corporate Responsibility in the Stakeholder Era: Managing Risk and Creating Corporate Value
How does a board look beyond short term share price to assess and create corporate value? In the era of the “green economy,” recalls of consumer goods, and the shortage of high-quality employees, boards need to actively consider the company’s social and environmental conduct to mitigate risk of regulatory violations and adverse public relations and to maximize long term reputational value. This session will explore various approaches boards can take in approaching the relationship between long term value and corporate responsibility as part of their duties of setting strategy and conducting oversight.

Speakers:
- Howard Behar, the Gap, Anna’s Linens, Rosewood Capital; former Director, Starbucks
- Dan Bross, Senior Director for Corporate Citizenship, Microsoft
- Stan Emert, Director of Corporate Social Responsibility, Symetra Financial
- Kellye Testy, Dean, Seattle University School of Law (moderator)

Whose Best Interests? Leading with Integrity in the Age of Diverse Shareholders
Though the fiduciary duty of the board generally requires protecting the interests of the company’s shareholders, those interests are not always the same depending on the type of shareholder. How should the board account for different expectations of its diverse shareholders—such as venture capitalists, short-term investors, institutional investors, and employee owners—who may evaluate corporate performance based on different criteria and different time horizons? Should the board communicate directly with shareholders, and if so, how? How do current trends in litigation and D&O insurance affect the board’s relationships with its shareholders?

Speakers:
- Deborah Bevier, Director, F5, Coinstar, Fisher Communications
- Karl Ege, Senior Counsel, Perkins Coie; former Chief Legal Officer, Russell Investments
- Judith Runstad, Director, Safeco, Wells Fargo, Potlatch; Of Counsel, Foster Pepper PLLC
- Mark Hoffman, Partner, DLA Piper (moderator)

Lunch & Keynote

Introduction: Stewart Landefeld, Interim Chief Legal Officer, Washington Mutual; Directors Training Academy Advisory Board Chair, Center on Corporations, Law & Society

- Steve Reynolds, Chairman, CEO & President, Puget Energy and Puget Sound Energy; Director, Intermec, Green Diamond Resource Company
and
- Paula Rosput Reynolds, CEO & President, Safeco; Director, Safeco, Delta Air Lines, Anadarko Petroleum Corporation

Case Study Breakouts
Using a case study focusing on the themes and issues raised during the previous Academy panels, participants will break into “mock boards” to discuss the case study and decide through collaboration how to approach the issues presented using best practices. Each “Board” will be led by an instructor with many years of experience working with and/or serving on various boards.

Breakout Instructors:
- Fran Conley, President and Founder, Roanoke Capital, Ltd.; former CEO and Board Chair, Cutter & Buck; former director, Edmark Corp., Data I/O Corporation, REI
- Richard Cooley, Chairman and CEO (Retired) of Seafirst Bank; Chairman and CEO (Retired) of Wells Fargo Bank
- Matt Le Master, Special Counsel, Heller Ehrman
- Bob Nuber, Shareholder and Chairman, Emeritus, Clark Nuber
- Kathy Surace-Smith, VP, General Counsel & Corporate Secretary, SonoSite

Tackling the Elephant: Executive Compensation
Excessive executive compensation continues to be the albatross that burdens corporate reputations with the media, public, workers and shareholders. Although new SEC rules now require more transparent and detailed disclosure of how executives are compensated, Boards need to exercise leadership in this area to restore public and investor confidence in business. This panel will explore tying compensation to performance, how performance can be defined, measured and evaluated, how boards can challenge the framework used by compensation consultants, and how the board can lead by understanding and influencing the compensation culture of the company.

Speakers:
- Broc Romanek, Editor, TheCorporateCounsel.net and CompensationStandards.com
- Carolyn Harper, Principal, Towers Perrin
- Sue Morgan, Partner, Perkins Coie (moderator)