Smith School Hosts Second Annual Directors’ Institute
in Downtown Washington, D.C.

Harvey L. Pitt, Chief Executive Officer, Kaloroma Partners, Inc.; former Chairman, SEC

Steve Miller, Non-Executive Chairman, AIG; Chairman, MidOcean Partners; Director, Symantec Corporation

William Mayer, Founder and Partner, Park Avenue Equity Partners

The 2nd Annual Directors’ Institute at the University of Maryland’s Robert H. Smith School of Business began on April 6, 2011, in the midst of Cherry Blossom season in Washington, D.C. Arriving from all corners of the United States, companies including Activision Blizzard, KPMG and Scotts Miracle-Gro Company were represented by attendees, who started their stay in the nation’s capital with a welcome cocktail reception. Bill Mayer, founder and partner of Park Avenue Equity Partners, addressed those present about the new responsibilities of boards of directors, as well as anti-fraud measures.

On April 7 attendees reconvened at the Ronald Reagan Building and International Trade Center to kick off two days of intensive learning and discussion. After Conference Director Stephen Wallenstein opened the day’s proceedings, Harvey L. Pitt, CEO and founder of Kalorama Partners Inc., took to the podium to discuss the Dodd-Frank bill and how board members can expect to adapt to its mandates. “Set up a Crisis Management Team so you can approach any issue in a measured, methodical way. Plan ahead and you won’t be left making it up on the fly,” Pitt offered as advice.

Following Pitt’s keynote speech was a panel discussion, “Wall Street Moves to K Street – the Dodd-Frank Bill and Your Company”, moderated by Smith School Executive-in-Residence William Longbrake, who also serves as a director on both the Washington State Investment Board and the Washington Investment League. Joining Longbrake as panelists were Allen Goolsby, partner at Hunton & Williams; Patrick S. McGurn, executive director at Institutional Shareholder Services; C. F. Muckenfuss III, partner at Gibson, Dunn and Crutcher LLP; and previous keynote speaker Pitt.

Later, Robert S. “Steve” Miller addressed the audience in the day’s second keynote address, focusing on succession and boardroom practices. Drawing from a long career, which includes time at Chrysler under Lee Iacoca and time at a troubled AIG, Miller said he now enjoys his role in private equity, as it is “more fun” as it is “free of the chains of Sarbanes-Oxley and can more freely make decisions about where it wants to go.”

The day rounded out with two panels. The first, moderated by Smith School Assistant Professor of Finance Michael Faulkender, focused on executive compensation strategies for today’s economy. Panelists represented a wealth of compensation experience and included David Lynn, partner at Morrison & Foerster; Jim Parker, former chairman and CEO of Southwest Airlines; and David Swinford, president and CEO of Pearl Meyer & Partners.

The second panel called into discussion the role of the board in corporate strategy and risk management. Vice Dean of the Smith School Hugh Courtney moderated, leading a panel of industry experts: Janet Hill, director at Sprint Nextel Inc.; William E. Mayer, director at BlackRock Kelso; Mary Pat McCarthy, executive director at KPMG Audit Committee Institute and vice chairman of KPMG LLC; and James Morphy, partner at Sullivan & Cromwell.

After an evening cocktail reception, guests sat down to dinner and remarks given by keynote speaker the Honorable Leo E. Strine, Jr., vice chancellor of the Delaware Court of Chancery. Strine touched on many aspects of what it means to serve on a board, and stressed no one is too important for guidance, saying “there is no one in the world who ought not be held accountable.”

The third and final day gave attendees the opportunity to customize their experience, with an offering of six breakout sessions to choose from, featuring such topics as “Board Leadership in a Crisis Situation” and “Best Practices for CEO Retention and Succession.” Also included in the agenda was a panel discussion, “Managing the Liability Exposure of Directors”, moderated by Michelle Harner, professor of law at the University of Maryland. Panelists providing insight included David Berger, senior partner at Wilson Sonsini Goorich & Rosati; Jack Flug, managing director and department head at FINPRO; Michael Smith, president of the Chartis Insurance; and the previous night’s keynote speaker , Strine.

The Directors’ Institute examines key topical issues, including succession planning, corporate strategy and risk management, executive compensation, institutional investor activism, financial accounting and reporting, audit committee practices, ethics, litigation, D&O insurance, mergers and acquisitions, and crisis management. Its aim is to provide substantive instruction to participants, allowing them to refresh and refine their knowledge while engaging with peers to develop best boardroom practices.

Amy M. Taylor, Marketing Communications