Jim Barth, CFO of San Jose, California-based IT-security software maker NetIQ Corp., sees advantages in bringing in-house programs to a company’s board. But after his experience at a four-day Stanford Graduate School of Business program, he would opt for such a university format instead. Bringing in a team of instructors shouldn’t be “a panacea for training,” he says. “At the end of the day, having diversity of thought and the opinions of a range of board members is very important.”
At the $5,200 Stanford program “Corporate Governance: Effective Oversight for Today’s Board Members,” Barth says, he was surprised by the stress on board communication “and how to be a better listener.” The ramifications of Sarbanes-Oxley were covered, as were ethical considerations of board membership. But Barth says the program was broader than that, while following “the basic thread of reform in legislation, regulation, and the tenor of investors.” Like Zorko, Barth is seeking his first public-company director post.
Applause for a Lawyer
In February, The Conference Board launched its one-day Directors Institute programs, accepting only sitting corporate directors and exposing about 25 attendees to a more interactive format than most universities use. The class, attended in June by Martha Goss, who serves on the finance, audit, and compensation committees at engineering and construction company Foster Wheeler Inc., led to a valuable dialogue about how Sarbanes-Oxley reforms play out in the nation’s courts. One speaker, a lawyer who has practiced on both the public and private sides, brought home lessons of some recent Delaware court interpretations of corporate-governance issues, says Goss, who also is COO of Hopewell Holdings LLC, the parent of a New Jersey-based healthcare reinsurer. Some judges “are taking a tougher stand” on corporate-governance matters than even the lawmakers intend, she says. “I’m reading a lot on Sarbanes, but these are nuances you don’t pick up from reading.” The Conference Board programs generally cost $3,000 to $4,000 each, with group rates for multiple directors.
At their best, director trainings can deliver messages not soon forgotten. For Brown-Forman’s Wood, the single greatest impression of the Wharton-Chicago-Stanford Consortium session was a presentation by attorney Charles E. Davidow, a securities-law expert who had represented the special committee that Enron’s board created to investigate the entities controlled by former CFO Andy Fastow. In the class, Davidow played the Fastow role in a boardroom simulation. “He stood in front of us and gave the speech that he would have given to the audit committee in defense of some of the partnerships that ultimately led to Enron’s demise,” says Wood. The entire class broke into applause, she recalls.
“It really hit home how important it was not to just listen and accept a judgment from someone you trust-because [the Enron board] obviously trusted Fastow,” says Wood.
Some selected director-education programs.
University of California, Los Angeles
Corporate Governance Programs