ADVANCING EXEMPLARY BOARD LEADERSHIP

Washington UpdatePeter Gleason

Managing Director and CFO, NACD

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Washington Update

Voice of the Director

– Founded in 1977

– Membership of over 11,000 directors rely on NACD for:

• Peer-to-peer and stakeholder dialogues– Chapter programs in 22 locations

– Roundtables, Committee Chair Advisory Councils

• Director and board education and development – Annual NACD Board Leadership Conference

– Director Professionalism, The Master Class

• Governance research and publications – Blue Ribbon Commission Reports

– Public and Private Company Governance Surveys

• Advocacy

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Washington Update

Regulation Updates

– Say on pay

• High support for compensation plans was just the beginning

• Say-on-pay lawsuit allowed to proceed against Cincinnati Bell

– Potential of future litigation

• Say on golden parachutes

– Proxy Access

• Private ordering (14a-8) of proxy access went into effect in September

• Impact for 2012?

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Washington Update

What Is NACD’s Role in Leg. and Reg. Issues?

– PCAOB concept releases

• NACD submitted comments on the concept release on AD&A

• We will comment on the auditor rotation concept release

– SEC rulemaking

• Director hedging, pay for performance, pay ratios, clawbacks

• Conflict minerals

• Whistleblowers

– Testimony/exposure on the Hill

– Ken Daly testified to a House Subcommittee

– NACD wrote a letter to Rep. Grimm regarding his bill to amend the whistleblower rule in Dodd-Frank

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Washington Update

How Does a Board Become More Washington Aware?

– There are many outlets that provide good overviews and updates

• NACD Directorship magazine’s “Washington Update”

• NACD/KPMG Quarterly webcasts

• Friday’s NACD Insights & Analysis in NACD Directors Daily

– Other sources of information

• Business Roundtable

• CII

• U.S. Chamber of Commerce

• RiskMetrics Blog

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Washington Update

Looking Ahead

– Impact of 2012 elections on the Hill

– More activity coming from SEC, PCAOB, and other regulators

– 5 areas of focus for boards in 2012

• Risk oversight

• Strategic planning in light of emerging trends

• Succession planning for CEO and the senior management team

• Stronger boards, stronger companies

• Communications