| 3rd Annual Director Training Course Agenda |
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“Become a Guiding Beacon on Your Board”March 15-17, 2010The Hotel Captain Cook, Anchorage
Monday, March 15, 20107:00 AM Registration Desk Opens & Continental Breakfast - Mid Deck 8:30 AM Welcome and Introductions – Harvey Meier 8:40 AM Invocation 8:45 AM The Cultural Context of an ANC Directorship – Willie “Iggiagruk” Hensley 10:00 AM Break 10:30 AM Select One of Three Concurrent Breakout Sessions:
Noon Lunch – Aft Deck Guest Speaker: David Hong, Esq. – Insurance & Protecting the Corporation’s Assets 1:30 PM Resume 10:30 AM – Breakout Sessions 3:00 PM Break 3:30 PM Select One of Three Concurrent Breakout Sessions:
5:00 PM Adjourn Tuesday, March 16, 20107:30 AM Continental Breakfast - Mid Deck Meeting Room 8:30 AM The CFO’s Role With The Board & Audit Committee – Kristin Mellinger – Mid Deck 10:00 AM Break– Sponsored by Wells Fargo Bank, N.A. 10:30 AM Select One of Three Concurrent Breakout Sessions:
Noon Lunch – Aft Deck – Sponsored by Wells Fargo Bank, N.A. Guest Speaker: Sam Mazzeo – The Board and the Corporation’s Banker 1:30 PM Resume 10:30 AM – Breakout Sessions 3:00 PM Break– Sponsored by Wells Fargo Bank, N.A. 3:30 PM Select One of Three Concurrent Breakout Sessions:
5:00 PM Adjourn
Wednesday, March 17, 2010
7:30 AM Continental Breakfast - Mid Deck Meeting Room 8:30 AM The Board’s Reliance On Corporate Counsel – Walter Featherly – Mid Deck 10:00 AM Break 10:30 AM Board and CEO Performance Evaluations – Harvey Meier – Mid Deck Noon Lunch – Aft Deck 12:45 PM Talk Show Panel – Harvey Meier, Moderator - Aft Deck 1:45 PM Break 2:00 PM Running Effective Board & Shareholder Meetings – Maver Carey & Lucille Mayer– Mid Deck 3:15 PM Break 3:30 PM The Board and Shareholder Hire and Development – Shauna Hegna – Mid Deck 4:30 PM Wrap up – Harvey Meier 5:00 PM Adjourn
Course Module DescriptionsThe Cultural Context of an ANC Directorship – Willie “Iggiagruk” Hensley – Keynote Speaker Director Roles, Responsibilities, the Board/CEO Partnership – Harvey Meier This session explores the essential roles of the Board, the Board and the CEO as a partner, and the responsibilities of directors. It also includes the Board’s role in monitoring financial performance. Discussion is set within a forum where participants exchange knowledge and experience about governing their organizations. Fiduciary Duties of ANC Boards – Walter Featherly A Board’s fiduciary duties are cornerstones of corporate governance. This session explains why Board members are legally obligated to act on behalf of their organization’s shareholders to ensure that their company is properly managed. Participants explore ethics in the Boardroom, legal responsibilities, confidentiality, and standards of conduct using real examples of Board decision-making situations. Understanding and Scrutinizing Financial Statements – Jim Hasle This session illustrates how to understand, interpret, and use financial statements in the Boardroom. Participants will be better prepared to ask probing questions of both management and auditors and be able to scrutinize financial results and practices. It includes a discussion of key financial performance areas and targets (balance sheet, income statement, cash flow) and a framework for identifying financial “red flags.” Insurance Coverage & Protecting the Corporation’s Assets – David Hong, Esq. This session examines Directors’ and Officers’ Liability insurance design, coverage, and corporate governance issues related to using insurance to protect the corporation’s assets. It also explains the role and services provided by a professional insurance advisor. Investment Portfolio Management – Tammy Head & Keith Rivera This session discusses investment management practices and explores the Board’s role in monitoring investment portfolio strategy and performance. It explains the role and services provided by a financial advisor; presents criteria for selecting a financial advisor; and presents benchmarks for assessing the advisor’s performance. Audit Committee Effectiveness – Kristin Mellinger This session provides an understanding of the role of the audit committee and its responsibilities and examines the Board’s relationship with the external auditor. It discusses an effective committee process including its agenda, committee membership, frequency of meetings, and committee actions to fulfill its oversight responsibility. The session also explores criteria for selecting and assessing the external auditor and understanding the auditor’s function and report. The Role of the Board in Corporate Strategy – Harvey Meier This session focuses on the crucial role directors have in ensuring that their company is pursuing a winning strategy. Special emphasis is placed on the partnership necessary between the Board and CEO to facilitate the successful development and execution of the company’s strategy. The most important elements of strategic planning will be explored in this session, including the 16 key questions directors should ask regarding strategy. The CFO’s Role with the Board & Audit Committee – Kristin Mellinger The relationship between the CFO and the Board and Audit Committee has become an increasingly important factor in the success of many organizations. Misunderstandings of responsibilities or distrust of intent between the Board, Audit Committee, and CFO occasionally exist. This keynote presentation will address these points and illustrate that while tension in the relationship is natural, strong communication and a spirit of cooperation and common purpose are critical elements contributing to a healthy, effective company. The Board and the Corporation’s Banker – Sam Mazzeo Making dividend payments are a high priority in ANC boardrooms. This session illustrates a potential model for making dividend payments in conjunction with balancing a company’s desire to sustain itself and grow over time. It also explains the relationship between debt and equity capital in prudently supporting the growth of a company. The Board’s Reliance on Corporate Counsel – Walter Featherly The corporate counsel is uniquely positioned to provide – and is responsible for – providing the Board with legal advice and support. This session will explore the role of corporate counsel in assisting Boards in fulfilling their legal and fiduciary duties. It will also address the effective use of corporate counsel, protecting attorney-client communications, negotiating fee arrangements, and the use of corporate staff counsel versus outside counsel. Board and CEO Performance Evaluations – Harvey Meier This session shows that Boards can effectively use an evaluation process to enhance performance and develop the Board as a strategic asset. The Boards can become and remain enhancers of company performance by using a proven process. The session also explores how Boards can thoroughly evaluate CEO performance. The overarching goal for both the Board and CEO evaluations is to provide a platform for engaged discussion. Running Effective Board and Shareholder Meetings – Maver Carey and Lucille Mayer This session will explore various aspects of meetings: taking minutes, handling committees, developing Board meeting agendas, conducting annual shareholder meetings, and facilitating workshop meetings including their organization and preparation. It also will examine “The Rules of the Game” – e.g. parliamentary procedures/Roberts Rules of Order for handling motions, discussion, and a few of the “what if’s” in meeting procedures. The Board and Shareholder Hire and Development – Shauna Hegna Shareholder hire and development rank high among the top-of-mind issues in ANC boardrooms. This session explores strategic options for increasing participation of shareholders in management. It also examines the development of shareholder skills and competencies to enable them to become and remain effective employee contributors to their company’s success. |
