WOMEN ON BOARDS: GETTING ON AND ADDING VALUE APRIL 28 29, 2016

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1 WOMEN ON BOARDS: GETTING ON AND ADDING VALUE APRIL 28 29, 2016 PROGRAM SYLLABUS Pre-Program Required Reading Assignments: Kehoe C., Lund F., & Spielmann N. (2016, February). Toward a value-creating board. McKinsey & Company. Retrieved from Groysberg B., & Bell D. (2013, January 31). Beth Stewart: navigating the boardroom. HBS No PDF-ENG. Boston, MA: Harvard Business School Publishing. THURSDAY, APRIL 28, :00 8:30 AM Check-In and Continental Breakfast 8:30 9:00 AM Welcome and Introductions Adjunct Assistant Professor of Health Policy and Management CEO Emeritus Vice Chair, Board of Trustees Tufts Medical Center Lecturer on Health Policy and Management President Pascal Consulting 9:00 10:15 AM Governance: What is it Really? The Leap from Doing to Governing Recommended Readings: Director dialogue: board composition. (2014). National Association of Corporate Directors. Washington, DC: pp 1-9. Appendix f: sample board expertise matrix of the report of the NACD Blue Ribbon Commission on the Governance Committee. (2007, October 1). National Association of Corporate Directors. Washington, DC: pp

2 THURSDAY, APRIL 28, 2016 (CONT.) 10:15 10:45 AM Getting Started: Initiating Your Roadmap to a Directorship 10:45 11:00 AM Refreshment Break 11:00 12:15 PM What Do You Need to Know? Legal & Regulatory Responsibilities R. Robert Popeo, JD Chairman Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC 12:15 1:30 PM Lunch Speaker: Voice from the Governance Front Line - Challenges of Making Boards Work Well Meredith B. Rosenthal, PhD Professor of Health Economics and Policy Associate Dean for Diversity 1:30 2:30 PM The Board Recruitment Process: How Does It Really Work? Julie C. Norris, JD, MBA Senior Client Partner Korn Ferry 2:30 3:45 PM What Do You Need Know? Executive and Director Compensation 3:45 4:00 PM Refreshment Break Steven Van Putten, MBA Managing Director Pearl Meyer & Partners, LLC. Recommended Readings: 2016 compensation committee agenda: think strategically act decisively. (2016, February). Pearl Myer & Partners, LLC. New York, NY: pp 1-9. Research report: the myth and reality of TSR as an incentive metric. (2015). Pearl Myer & Partners, LLC. New York, NY: pp Page 2

3 THURSDAY, APRIL 28, 2016 (CONT.) 4:00 5:00 PM In the Trenches: Challenges in Governance - a case study Nancy M. Kane, DBA Professor of Management Associate Dean for Case-Based Teaching and Learning Winner of the 2011 ASPH/Pfizer Award for Teaching Excellence Case Introduction: This case, which takes place in 2007, describes a governance situation facing Beth Stewart, former Goldman Sachs investment banker (10 plus years) specializing in Real Estate, and happily married mother of five. Beth was a graduate of Wellesley College ( 78) and Harvard Business School ( 82). After the birth of her third child in 1992, which precipitated her departure from Goldman, Beth began working part-time as a real estate investor and independent consultant; she was also on two other corporate boards at the time of the case. Beth joined the Board of General Growth Properties (GGP), one of her former Goldman clients, in 1993, when GGP went public for the second time in its history. GGP had grown from a family-owned grocery store in Iowa to opening one of the first shopping centers in the United States in The family-owned and controlled company evolved over time through building and acquisitions to own 21 malls in 14 states by 1993, when they went public as a Real Estate Investment Trust (REIT) so that they could expand more rapidly through acquisition. By 2007, GGP owned over 200 malls in 45 states, with increasing reliance on cheap, floating-rate debt. By the end of 2007, GGP had over $24 billion in longterm fixed and variable-rate debt, with a debt equity ratio of 16.67, compared to an industry average of As of 2007, the GGP board had 10 directors, six of whom were outside directors including Beth. Two of the inside directors were members of the Bucksbaum family; one, John, the current GGP CEO, was the son of Matthew Bucksbaum, co-founder of the company and Chair of the Board. The other two GGP executives on the board, Bernard Friebaum (CFO) and Robert Michaels (President and COO) had been with the company for many years. Beth was the only woman on the board. Page 3

4 THURSDAY, APRIL 28, 2016 (CONT.) Assignment: Prior to the Thursday 4/28 "In the Trenches" case discussion please ensure you have: Read the "Introductory" Section, pp 1 3 (stop at Early Life of Beth Stewart ). Read pp 14 17: Sections titled General Growth Board and The Letter. Then think about how you would respond to these discussion questions: 1. What is the problem that Beth is trying to address? 2. Is writing a letter to John Bucksbaum a good idea? Why/why not? 3. Do you think the draft letter on p. 1 2 of the case will be effective in addressing Beth s concern? Why/why not? 4. What would you do if you were Beth in this situation? 5. Would your approach be different if you were a male outside director? Required Reading: Groysberg B., & Bell D. (2013, January 31). Beth Stewart: navigating the boardroom. HBS No PDF-ENG. Boston, MA: Harvard Business School Publishing. 5:00 5:30 PM Reflections on the Roadmap: Your Considerations Along the Way 5:30 6:00 PM Free Time 6:00 6:15 PM Bus to Harvard Club of Boston 6:15 7:00 PM Program Reception 7:00 8:30 PM Dinner 8:30 PM Return bus trip to Taj Hotel Page 4

5 FRIDAY, APRIL 29, :00 8:30 AM Continental Breakfast 8:30 10:00 AM Positioning for Directorships: A Workshop on Filling the Gaps Kristine Langdon, MBA Senior Client Partner Korn Ferry 10:00 10:45 AM Communicating with Stakeholders and Shareholders: What Directors Need to Know Geri Denterlein, MPA President Denterlein Worldwide 10:45 11:00 AM Refreshment Break 11:00 12:15 PM Governance Challenges Panel: Real Women, Real Experiences Moderator: Panelists: Grace Fey, CFA President Grace Fey Advisors Phyllis R. Yale, MBA Advisory Partner Bain & Company, Inc. Myechia Minter-Jordan, MD, MBA President and CEO The Dimock Center Faculty Director for the Abundance Agents of Change Center for Primary Care Harvard Medical School Page 5

6 FRIDAY, APRIL 29, :15 1:30 PM Lunch Speaker: Voice from the Governance Front Line - Making the Transition to Being a Board Member 1:30 1:45 PM Program Closure Robyn C. Davis Managing Director Angel Healthcare Investors, LLC 1:45 PM Program Adjournment Page 6