In the past year, new expectations were placed on boards in critical areas of governance, including corporate social responsibility, board governance, audit committee oversight of financial reporting and independent auditors, shareholder activism, and executive compensation. In addition, the Dodd-Frank Act will continue to put new requirements on companies and boards, and boards need to remain mindful of the implications of said requirements, as well as the heightened expectations of shareholders. In this renowned
Institute, leading corporate governance experts - directors, government officials, corporate counsel, and academics - will share their perspectives on the fast-changing regulatory environment, the new expectations for board oversight, and needed steps boards will want to consider.
Lecture Topics [Total time 07:00:11]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Keynote: Addressing Issues of Trust: The Board's Role* [00:24:16]
Ira M. Millstein
- Compensation Committee [01:04:20]
Charles M. Nathan, Linda E. Rappaport, Daniel J. Ryterband, Ann L. Yerger
- Nominating and Governance Committee [00:59:30]
Holly J. Gregory, Stephen L. Brown, William H. Gray III, Martha L. Carter
- Corporate Social Responsibility [00:58:56]
Jeffrey D. Karpf, Meredith B. Cross, Donna C. Dabney, Charles M. Elson, Timothy Smith
- Luncheon Address [00:33:35]
Leslie M. Turner
- Nuts and Bolts of Proxy Statement and Annual Meeting Preparation [01:00:20]
Margaret M. Foran, Francis H. Byrd, Shelley J. Dropkin, Paul F. Washington
- Audit Committee [01:01:46]
Michael R. Young, Robert E. Lewis, John W. White, Michele J. Hooper, Joseph B. Ucuzoglu
- Enforcement & Compliance [00:57:28]
Michael R. Young, Gregory S. Bruch, Robert S Khuzami, Breon S. Peace, Linda Chatman Thomsen
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- Rebuilding Trust: The Corporate Governance Opportunity for 2012
Ira M. Millstein, Holly J. Gregory
- Dodd-Frank Corporate Governance Final Rules: Compensation Committee and Adviser Independence
Jeffrey D. Karpf
- Say-On-Pay and the Business Judgment Rule: Lessons from Cincinnati Bell and Beazer Homes
Jeffrey D. Karpf
- Future of Institutional Share Voting Revisited: A Fourth Paradigm
Charles M. Nathan
- A 12-Step Program to Truly Good Corporate Governance
Charles M. Nathan
- Future of Institutional Share Voting: Three Paradigms
Charles M. Nathan
- Counseling the Compensation Committee: Emerging Trends and Best Practices
Linda E. Rappaport
- Overview of Board & Committee Evaluation Processes
Holly J. Gregory
- Board Focus 2012: Issues and Developments
Jeffrey D. Karpf
- Comment Letter to Ms. Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange Commission, Proposed Conflict Minerals Disclosure--File No. S7-40-10 (March 2, 2011)
Jeffrey D. Karpf
- Comment Letter to Ms. Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange Commission, Payments by Resource Extraction Issuers--File No. S7-42-10 (March 2, 2011)
Jeffrey D. Karpf
- SEC Proposes Disclosure Rules Pursuant to the Dodd-Frank Act Relating to Conflict Minerals, Mine Safety and Resource Extraction Payments
Jeffrey D. Karpf
- SEC Interpretive Release Establishes New Guidance on Disclosure of Climate Change Matters
Jeffrey D. Karpf
- The OBO/NOBO Distinction in Beneficial Ownership: Implications for Shareowner Communications and Voting
Alan L. Beller, Janet L. Fisher, Jeffrey D. Karpf
- A Summary of 2012 Proxy Statement Innovations
Holly J. Gregory
- NYSE Restricts Broker Discretionary Voting for Certain Corporate Governance Matters
Jeffrey D. Karpf
- PCAOB Reproposes Auditing Standard on Communications With Audit Committees
Joseph B. Ucuzoglu
- Proposed Auditing Standard Related to Communications with Audit Committees; Related Amendments to PCAOB Standards; and Transitional Amendments to AU SEC. 380, PCAOB Release No. 2011-008; PCAOB Rulemaking, Docket Matter No. 030 (December 20, 2011)
John W. White
- Financial Reporting After the Subprime Crisis: New Challenges for Audit Committees
Michael R. Young
- The Board and Risk Management
Michael R. Young
- The Audit Committee (Chapter 5)
Michael R. Young
- Fair Value Accounting and Subprime
Michael R. Young
- Foreign Corrupt Practices Act: Law, Compliance & Recent Developments
Breon S. Peace
- Enforcement and Compliance
Gregory S. Bruch
- Proxy Advisor Say on Pay Assessment Process and Vote Outcome (PowerPoint Slides)
Daniel J. Ryterband
- Proxy Access, Shareholder Proposals & Private Ordering (PowerPoint Slides)
Francis H. Byrd
- Index to Directors' Institute on Corporate Governance (Tenth Annual)
Presentation Material
- Nominating and Governance Committee
- Proxy Access, Shareholder Proposals & Private Ordering
Margaret M. Foran, Francis H. Byrd
- Audit Committee
Michael R. Young, Robert E. Lewis, John W. White, Michele J. Hooper, Joseph B. Ucuzoglu
- PCAOB Release No. 2012-004
Michael R. Young
- Information for Audit Committees About the PCAOB Inspection Process
Co-Chair(s)
Ira M. Millstein ~ Senior Partner, Weil, Gotshal & Manges LLP; Lecturer-in-law and Co-Chair, The Millstein Center for Global Markets and Corporate Ownership at Columbia Law School
Speaker(s)
Stephen L. Brown ~ Senior Director of Corporate Governance & Associate General Counsel, TIAA-CREF
Francis H. Byrd ~ Senior Vice President/Corporate Governance Practice Leader, Laurel Hill Advisory Group
Donna Dabney ~ Executive Director of the Governance Center, The Conference Board, Inc.
Shelley J. Dropkin ~ Managing Director, Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup Inc.
Charles M. Elson ~ Edgar S. Woolard, Jr., Chair in Corp. Governance, Dir. of the John L. Weinberg Cntr for Corp. Gov., Alfred Lerner College of Business & Economics, University of Delaware
Margaret M. Foran ~ Chief Governance Officer, VP and Corporate Secretary, Prudential Financial, Inc.
Timothy Smith ~ Senior Vice President, Director of ESG Shareowner Engagement, Walden Asset Management, a division of Boston Trust & Investment Management
Leslie M. Turner ~ Senior Vice-President, General Counsel and Secretary, The Hershey Company
Joseph B. Ucuzoglu ~ National Managing Partner, Regulatory and Public Policy, Deloitte LLP
Paul F. Washington ~ Senior Vice President, Deputy General Counsel & Corporate Secretary, Time Warner, Inc.
Ann L. Yerger ~ Executive Director, Council of Institutional Investors
PLI makes every effort to accredit its On-Demand Web Programs and Segments. Please check the CLE Calculator above for CLE information specific to your state.
On-Demand Web Programs and Segments are approved in:
Alabama1, Alaska, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois , Iowa2*, Kansas, Kentucky*, Louisiana, Maine*, Mississippi, Missouri3, Montana, Nebraska, Nevada, New Hampshire4, New Jersey, New Mexico5, New York6, North Carolina7, North Dakota, Ohio8, Oklahoma9, Oregon*, Pennsylvania10, Rhode Island11, South Carolina, Tennessee12, Texas, Utah, Vermont, Virginia13, Washington, West Virginia, Wisconsin14 and Wyoming*.
Iowa, Mississippi, Oklahoma, and Wisconsin DO NOT approve Audio Only On-Demand Web Programs.
Minnesota approves live webcasts ONLY
Please Note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.
*PLI will apply for credit upon request. Louisiana and New Hampshire: PLI will apply for credit upon request for audio-only on-demand web programs.
1Alabama: Approval of all web based programs is limited to a maximum of 6.0 credits.
2Iowa: The approval is for one year from recorded date. Does not approve of Audio-only On-Demand Webcasts.
3Missouri: On-demand web programs are restricted to six hours of self-study credit per year. Self-study may not be used to satisfy the ethics requirements. Self-study can not be used for carryover credit.
4New Hamphsire: The approval is for three years from recorded date.
5New Mexico: On-Demand web programs are restricted to 4.0 self-study credits per year.
6New York: Newly admitted attorneys may not take non-traditional course formats such as on-demand Web Programs or live Webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
7North Carolina: A maximum of 4 credits per reporting period may be earned by participating in on-demand web programs.
8Ohio: To confirm that the web program has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
9Oklahoma: Up to 6 credits may be earned each year through computer-based or technology-based legal education programs.
10Pennsylvania: PA attorneys may only receive a maximum of four (4) hours of distance learning credit per compliance period. All distance learning programs must be a minimum of 1 full hour.
11Rhode Island: Audio Only On-Demand Web Programs are not approved for credit. On-Demand Web Programs must have an audio and video component.
12Tennessee: The approval is for the calendar year in which the live program was presented.
13Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
14Wisconsin: Ethics credit is not allowed. The ethics portion of the program will be approved for general credit. There is a 10 credit limit for on-demand web programs during every 2-year reporting period. Does not approve of Audio-only On-Demand Webcasts.
Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.
Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, call Customer Service (800) 260-4PLI (4754) or e-mail info@pli.edu.