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

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W

OMEN ON

B

OARDS

:

G

ETTING

O

N AND

A

DDING

V

ALUE

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

http://www.mckinsey.com/business-functions/strategy-and-corporate-finance/our-insights/toward-a-value-creating-board • Groysberg B., & Bell D. (2013, January 31). Beth Stewart: navigating the boardroom. HBS

No. 413094-PDF-ENG. Boston, MA: Harvard Business School Publishing. THURSDAY,APRIL 28,2016

8:00–8:30 AM Check-In and Continental Breakfast

8:30–9:00 AM Welcome and Introductions Ellen M. Zane, MA

Adjunct Assistant Professor of Health Policy and Management Department of Health Policy and Management

Harvard T.H. Chan School of Public Health CEO Emeritus

Vice Chair, Board of Trustees Tufts Medical Center

Laurie S. Pascal, MBA, MPH

Lecturer on Health Policy and Management Department of Health Policy and Management Harvard T.H. Chan School of Public Health President

Pascal Consulting

9:00–10:15 AM Governance: What is it Really? The Leap from Doing to Governing

Ellen M. Zane, MA

Laurie S. Pascal, MBA, MPH 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,

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PROGRAM SYLLABUS

THURSDAY,APRIL 28,2016(CONT.)

10:15–10:45 AM Getting Started: Initiating Your Roadmap to a Directorship

Ellen M. Zane, MA

Laurie S. Pascal, MBA, MPH 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 Department of Health Policy and Management Associate Dean for Diversity

Harvard T.H. Chan School of Public Health

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 Steven Van Putten, MBA

Managing Director

Pearl Meyer & Partners, LLC.

PROGRAM SYLLABUS

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

Department of Health Policy and Management

Associate Dean for Case-Based Teaching and Learning Harvard T.H. Chan School of Public Health

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 1956. 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 long-term fixed and variable-rate debt, with a debt equity ratio of 16.67, compared to an industry average of 2.77.

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

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PROGRAM SYLLABUS

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. 413094-PDF-ENG. Boston, MA: Harvard Business School Publishing.

5:00–5:30 PM Reflections on the Roadmap: Your Considerations Along the Way Ellen M. Zane, MA

Laurie S. Pascal, MBA, MPH 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

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PROGRAM SYLLABUS

FRIDAY,APRIL 29,2016

8:00–8:30 AM Continental Breakfast

8:30–10:00 AM Positioning for Directorships: A Workshop on Filling the Gaps

Ellen M. Zane, MA

Laurie S. Pascal, MBA, MPH 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:

Ellen M. Zane, MA 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

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PROGRAM SYLLABUS

FRIDAY,APRIL 29,2016

12:15–1:30 PM Lunch Speaker: Voice from the Governance Front Line - Making the

Transition to Being a Board Member

Robyn C. Davis

Managing Director

Angel Healthcare Investors, LLC

1:30–1:45 PM Program Closure

Ellen M. Zane, MA

Laurie S. Pascal, MBA, MPH 1:45 PM Program Adjournment