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The Wharton School and Spencer Stuart Offer 'Corporate Governance Essentials for New Directors' -- A Comprehensive Program On Board and Director Leadership

(Dec 17, 2007)-- Today's corporate board members around the world face a host of increasing pressures and rapid changes. Directors are being held accountable in a wide range of areas, including strategic initiatives, compliance, and succession planning -- particularly important with CEO turnover rates up 70 percent over the past 10 years. To prepare directors for these challenges, the Wharton School of the University of Pennsylvania has partnered with Spencer Stuart, one of the world's leading executive search consulting firms, to jointly offer Corporate Governance Essentials for New Directors.

"The reality of shorter CEO tenure underscores the need for boards to adopt a disciplined approach to CEO succession planning, ensuring they plan for the long term but also are prepared if they need to accelerate a CEO transition," says Julie Hembrock Daum, practice leader for the North American Board Services Practice of Spencer Stuart. "Corporate Governance Essentials for New Directors shares best practices for designing an effective succession planning process, exploring mechanisms to monitor management's leadership development, and assessing bench strength. The program also covers how to effectively conduct a CEO search process."

The three-day intensive corporate governance program, designed to promote the leadership and effectiveness of newly appointed board members, will be offered at Wharton's Philadelphia campus on March 17-19, 2008. Preceding the program, on March 16, participants may attend an optional "Immersion Day" -- a full-day session outlining the foundations of finance and accounting as a refresher from a broad perspective for all board members.

Thomas Gerrity, Joseph J. Aresty Professor of Management and Dean Emeritus of the Wharton School, is the program's academic director. "It is clear that 'best practice' boards are investing much deeper attention in both evaluation processes for the existing CEO, and in truly effective succession planning, including for the other top team members," Gerrity says. "Top boards are gaining regular exposure to top potential executives deeper in the organization than ever before. We address in-depth current practical experiences with best practices in these arenas."

New board members may quickly face critical decisions involving leadership, strategy, and deal evaluation, including mergers and acquisitions. Those corporate governance responsibilities come in addition to having to more closely monitor all the financial reporting, legal, and regulatory issues to comply with Sarbanes-Oxley.

But the primary challenge for any first-time director, regardless of how accomplished, is to quickly develop a nuanced understanding of the role of the board versus management, the responsibilities of individual directors and committees, and an appreciation of boardroom dynamics. "Without this knowledge directors are less likely to be effective," Daum explains. "In our executive education program, new directors will gain a comprehensive understanding of board governance and learn how experienced directors handled boardroom issues in practice."

A recent development is growing shareholder activism. From Wall Street to Europe to Asia, governing board practices face more challenges from shareholders, institutional investors, hedge funds, and others. "Corporate Governance Essentials for New Directors will help board members better understand what is on the minds of institutional shareholders and the board's relationship with shareholders, and gain the tools to create effective dialogue with key investors," says Daum, who also leads a program session on "An Inside Look at the Director Search Process."

Enterprise risk management is also a relatively new oversight responsibility, assigned to the audit committee, notes Gerrity. "But best practice ensures that the full board has solid input on the state of this rapidly evolving new management system. We discuss concrete, practical approaches taken by leading boards exercising their responsibility for key risk awareness and understanding management's mitigating systems."

The corporate governance program offers a unique, hands-on workshop, "The Remaking of Corporate Governance at Tyco," led by Eric Pillmore, Tyco's senior vice president of corporate governance. Pillmore will outline how board members can effectively respond to emergency conditions -- which can wreak havoc on share price and organization value -- and restore stability and investor trust.

Corporate Governance Essentials for New Directors also addresses the fact that board members today have many new layers of fiduciary responsibility compared with just five years ago. The executive education program provides an integrated understanding of the full range of oversight charges, and how a board's checks and balances can effectively meet the responsibilities of good corporate governance. Specifically designed for those soon to join the board of a publicly held company, and for directors who have served for up to two years, this program provides an unparalleled entry point into this highly complex and regulated world. The program will also provide valuable, timely insights for more experienced directors, and is an ideal foundation for directors at privately held companies that are moving toward going public.

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