Fundamentals for New DirectorsNovember 5 – 6, 2008

Terry execuTive educaTion cenTer, aTlanTa

IntroThe stricter regulatory environment in which corporate America finds itself today is placing new demands on key executives and directors to stay abreast of the host of changes in corporate governance guidelines, rules and federal laws.

The SEC and other government agencies, the stock exchanges, some attorney generals and the U.S. Congress all are involved in the promulgation or enforcement of an array of corporate governance requirements virtually unheard of 18 months ago.

It is essential to make sure you as a new director, your board and the company you represent operate in accordance with these seemingly ever-changing standards of corporate conduct. It is therefore essential that you seek reputable, credible sources of up-to-the-minute information and guidance to help you comply. The University of Georgia’s Terry College of Business is a proven and trusted source.

Key TopicsRoles, Responsibilities, and Expectations of Directors•Financial Statements and Quality of Financial Reporting•Warning Signs of Troubled Companies•Audit Committee Best Practices in a Complex Environment•The Compensation Committee•

Program ObjectivesUse industry examples and presentations to develop an understanding •of the roles and responsibilities of the board and its committeesProvide an opportunity for candid exchanges among faculty, board •members, and executives on significant corporate governance issuesShare best practices in corporate governance and improve the •effectiveness of board members in meeting regulatory requirements, evaluating management performance, developing appropriate compensation and succession plans, and developing value for all stakeholders

Keynote SpeakerDennis R. BeresfordErnst & Young Professor of Accounting; Board Member for Fannie Mae, LeggMason, Kimberly-Clark Corporation; and former Chairman of FASB

RiskMetrics Group (ISS) AccreditationFundamentals for New Directors is accredited by the RiskMetrics Group (ISS). Boards composed of directors who have participated in this program will receive an upward adjustment to their Corporate Governance Quotient (CGQ) as determined by ISS.

Certificate of Director EducationThis program is approved by the NACD Corporate Directors Institute and provides credits for maintaining the Certificate of Director Education. For more information about how to obtain the certificate, visit www.nacdonline. org/cdinstitute or call (202) 775-0509.

Contact InformationAmy Moon, Assistant DirectorCustomized Programs and Director EducationOffice of Executive ProgramsTerry College of Business110 East Clayton Street, Suite 602Athens, GA 30602-5267

Telephone: (706) 425-3054Fax: (706) 369-6078director_education@terry.uga.eduwww.terry.uga.edu/exec_ed/programs/fnd/

Location and TimeThis two-day program will be held at the Terry Executive Education Center in the Buckhead district of Atlanta. The program will begin at 8:00 a.m. on November 5 and end at approximately 1:30 p.m. on November 6.

Registration and FeesThe registration fee is $1,700 ($1,500 for NACD members or an additional participant from the same organization). This includes admission to all sessions, meals, refreshments, and program materials. Hotel accommodations are not included in this fee.

AccommodationsThe Ritz-Carlton in Buckhead is within walking distance of the Terry Executive Education Center. A block of rooms has been reserved at the cost of $175.00 plus tax per night. Please call (800) 241-3333 or (404) 237-2700 for reservations at the Ritz-Carlton and reference the Terry College of Business. Please feel free to contact us at (706) 425-3054 for more information about other accommodations in the Atlanta area.

Enroll NowEnrollment in this program is limited, and early registration is encouraged. Reserve your place in the program by completing the registration form at: www.terry.uga.edu/exec_ed/programs/directors/

The registration and payment deadline is Wednesday, October 22, 2008.

ScheduleWednesday, november 5, 2008

8:30 – 9:00 Registration and Continental Breakfast

9:00 – 9:15 Introduction • Robert T. Sumichrast, Dean, Terry College of Business

9:15 – 11:00 Roles, Responsibilities and Expectations of Directors • Ben W. Barkley, Partner, Kilpatrick Stockton

11:00 – 12:30 Financial Statements Overview and Quality of Financial Reporting • Chris Fenn, Instructor, Certified Financial Planner Certificate Program, Terry College of Business

12:30 – 1:45 Lunch Keynote Speaker: Dennis R. Beresford, Ernst & Young Professor of Accounting; Board Member for Fannie Mae, Legg Mason, Kimberly-Clark Corporation; and former Chairman of FASB

1:45 – 2:45 Team Exercises: Warning Signs of a Troubled Company • James Verbrugge, Director of the Center for Enterprise Risk Management, Professor of Banking, Terry College of Business

2:45 – 3:00 Break

3:00 – 4:00 Director and Officer Liability Insurance Issues • Devin Beresheim, Practice Leader, Marsh’s South Regional

4:00 – 4:45 What I Wish I Had Known as a New Director • Madeline Hamill, former Director, World Air Holdings and Managing Director, Venadar LLC 5:00 Cocktail Reception

Thursday, november 6, 2008

7:30 – 8:00 Continental Breakfast

8:00 – 8:05 Brief Welcome and Overview

8:05 – 9:30 Audit Committee Best Practices in a Complex Environment Moderator: Brad R. Benton, Partner in Charge, MidSouth Audit, KPMG LLP • Robert J. Fugate, Chief Financial Officer, Cbeyond • Joseph G. Bleser, Audit Committee Chair, Matria Healthcare

9:30 – 9:45 Break

9:45 – 11:00 The Compensation Committee Moderator: Joe Mallin, Managing Director, Pearl Meyer & Partners • Lawrence Hamilton, Chair, Compensation Committee, HomeBanc, and Member, Compensation Committee, Wright Medical Group • Judi North, Compensation Committee, Acuity and Community Health System

11:00 – 12:00 Nominating and Corporate Governance Committee Moderator: Ted Dysart, Managing Partner of the Americas for the Global Board of Directors Practice, Heidrick & Struggles Inc. • John O’Leary, Chairman of the Governance Committee, Matthews International

12:00 Networking Lunch & Program Adjournment

An updated version of the agenda can be viewed on the website, www.terry.uga.edu/exec_ed/programs/fnd/

Sponsors