Delaware Corporate Governance Blog

Weinberg Center Announces Directors’ Education Course for Board Members

The Weinberg Center for Corporate Governance, together with the Conference Board, announced a new course designed for director's of public corporations with an emphasis on the compensation committee.  The course is a one and a half day "boot camp" designed to impart practical, real-world executive education on the issues facing directors sitting on public company boards and compensation committees or boards.

Set on the campus of the University of Delaware, the program will be held on June 21-22, 2010.  Board members interested in compensation issues, compensation committee members and their advisers are invited to learn both the basics and advanced theory and practice in executive compensation.

In announcing the course, Weinberg Center Associate Director Roger Coffin said: 

"This course will provide board members and their advisers an in-depth and substantive curriculum in compensation program design and execution.  We are going to teach the elements of compensation, how boards and top advisers structure programs, and impart our directors with a template for how compensation, and a committee, should work.  Many director's colleges offer opportunities for networking, and we will too, but we will focus on the nuts and bolts of committee work." 

Faculty include:

• The Honorable Troy A. Paredes, SEC Commissioner
• Chief Justice Myron T. Steele, Delaware Supreme Court
• John W. White, Partner, Cravath, Swain and Moore, former Director, Division of Corporation Finance, SEC
• Pearl Meyer, Fred Cook and James Reda;
• Charles Elson; and many board members and peers.

Co-sponsored by The Conference Board and the Weinberg Center, this program will:

• Give you the perspective from Washington, DC
• Teach you the fundamentals of Committee work– step by step
• Educate you on the latest recommendations from The Conference Board’s Task Force on Executive Compensation
• Show you how top compensation consultants do their jobs
• Provide the viewpoint of the institutional investor community
• Update you on the new legal, regulatory and legislative requirements.

Fee: Conference Board Non-Members – $2,500 Conference Board Members – $2,000

To Register, please contact:

Call Brandi Mathis at +1 212 339 0241
Email brandi.mathis@conference-board.org

www.conference-board.org/governance www.lerner.udel.edu/centers/ccg

Conference Board Releases Report on Executive Compensation

On September 21, the Conference Board released a timely report entitled "The Conference Board Task Force on Executive Compensation".  The Report offers a private sector solution to the issue of executive compensation, and contains five guiding principles for setting executive compensation designed to restore credibility with shareholders and other stakeholders.

The Report may be found here:

The Conference Board's Report on Executive Compensation

The principles have been endorsed by several major corporations, but are these recommendations too little, too late to forestall action by Washington DC?

Federal Reserve Proposes Plan to Regulate Pay

Bankers Face Sweeping Curbs on Pay

The Federal Reserve's signals its intention to propose rules governing compensations practices for all banks, not just TARP recipients or those receiving extraordinary assistance.   Presumably using its safety and soundness authority, the proposals are likely to be controversial.  On the one hand, the Fed runs the risk of proposing rules that are too vague or high-level. On the other, the rules could be too prescriptive, and be an unprecedented interference with the pay practices of American businesses.  Either way, there will be ample fodder for criticism.

Perhaps the main concern with rules of this type, and indeed the legislation pending in the Congress, is the issue of state versus federal primacy in corporate governance.

"Anytime we have a third party usurping the authority of the [corporation's] board is problematic for us," said Charles Elson, Director Weinberg Center for Corporate Governance at the University of Delaware.

Elson said the best solution to compensation issues is strengthening the board of directors, in part through more viable elections, he said. "The solution has been there all along. We just haven't focused."

Is it time for banks to return to the fundamentals of sound governance principles?