Docstoc

Rising to the Challenge.pdf

Document Sample
Rising to the Challenge.pdf Powered By Docstoc
					The Society’s
65th National
Conference



Rising to the ChallengeSEC Update
                       Ethics Workshop
                       Say-on-Pay Post Mortem
                       Board Oversight of Risk
                       Shareholder Engagement
                       Regulatory & Legislative Developments
                       iPads, Portals & Video Meetings
                       Small & Mid-Cap Companies
                       Private & Not-for-Profit Governance


                       The Conference for
                       Governance
                       Professionals




June 22-25,2011
The Broadmoor
Colorado Springs, CO
WELCOME MEMBERS AND GUESTS
TABLE OF CONTENTS
Hotel Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-3

Conference Program/Daily Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-20

Conference Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21-27
  Registration, Badges, Exhibit Hall, CLE, Ethics Workshop,
  Social Events, Childcare, Teen Room, and Tours

Donors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28-29

    National Conference Fund Donors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

    Donors of Services and Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

    Sponsors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

The Quarter-Century Club . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30-31

The Silver-Quill Society . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31-34

Past Chairmen of the Society . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Past Society National Conferences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Upcoming Conferences & Educational Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Past Bracebridge H. Young Distinguished Service Award Recipients . . . . . . . . . . . . . . . . 37

2011 Bracebridge H. Young Distinguished Service Award . . . . . . . . . . . . . . . . . . . . . . . . 38

Exhibitors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39-54

Attendees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55-71

    Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55-64

    Companies Represented by Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65-70

    Nonmember Attendees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

    Guests of the Society . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71




                                                                     1
THE BROADMOOR




                2
3
“Rising to the Challenge”

PROGRAM
See maps on pages two and three for locations.




Wednesday, June 22
8:00 a.m. – 10:30 p.m.        Childcare Program
                              Bee Bunch Room in Broadmoor West

                              The Broadmoor’s Bee Bunch program will offer a variety of activities for
                              each age group, including arts and crafts, toys, games and entertainment,
                              including daily outside activities. Children ranging in age from 6 months
                              through 12 years will have their own “agenda” during the conference.


Board Society Committee Meetings
8:00 a.m. – 9:00 a.m.         Audit & Finance Committee
                              Colorado Hall C

9:00 a.m. – 10:15 a.m.        Membership Committee
                              Colorado Hall A

10:15 a.m. – 11:30 a.m.       Educational Programs Committee
                              Colorado Hall B

11:30 a.m. – 12:30 p.m.       Policy Advisory Committee
                              Colorado Hall C


11:30 a.m. – 6:30 p.m.        Conference Registration
                              Broadmoor Hall Foyer

12:15 p.m. – 5:30 p.m.        Tour: US Air Force Academy & Olympic Training Center
                              Off-site: Buses depart from Broadmoor Hall Entrance

12:30 p.m. – 5:00 p.m.        Tour: Colorado Springs City, including Garden of the Gods
                              Off-site: Buses depart from Broadmoor Hall Entrance




                                                     4
12:45 p.m. – 1:00 p.m.    Annual Meeting of Members
                          Colorado Hall A

1:00 p.m. – 3:00 p.m.     Board of Directors Meeting
                          Colorado Hall D

1:30 p.m. – 5:00 p.m.     Tour: Horseback Riding in Pikes Peak National Forest
                          Off-site: Buses depart from Broadmoor Hall Entrance

3:00 p.m. – 4:30 p.m.     Securities Law Committee Meeting
                          Colorado Hall A & B

4:30 p.m. – 6:00 p.m.     Corporate Practices Committee Meeting
                          Colorado Hall D & E

6:30 p.m. – 8:00 p.m.     Opening Reception in the Exhibit Hall
                          Broadmoor Hall B

                          Reconnect with Society members you may not have seen since your last
                          conference, and meet new members attending their first Society program.
                          This reception also is a perfect time to start exploring the Exhibit Hall and
                          learning about the newest products and services.

                          We would like to thank our reception co-sponsors, Masters-Rudnick &
                          Associates, Mediant Communications LLC, and Wells Fargo Shareowner
                          Services.

6:30 p.m. – 9:00 p.m.     Teen Reception
                          Divide Room in Broadmoor West

                          Teens are welcome to join their peers at a special reception dinner and
                          “game” night.

                          A signed permission form (available at the Society’s Registration Desk)
                          must be on file for your teens to participate.

6:30 p.m. – 10:00 p.m.    Teen Room
                          Divide Room in Broadmoor West

7:00 p.m. – 9:30 p.m.     Board Dinner at the Garden of the Gods Club
                          Buses will depart from the Broadmoor Hall Entrance at 6:50 p.m.

                          By invitation only; for the Board classes of 2011, 2012, 2013, 2014 and 2015

10:15 p.m. – 11:15 p.m.   Night Cap Reception for Conference Donors and Sponsors
                          Penrose Suite, 6th Floor, Broadmoor Main

                          By invitation only




                                                  5
Thursday, June 23
7:00 a.m. – 8:00 a.m.    Pilates Exercise Class
                         North Lawn (alternate rain location in Utah Copper Room)

7:00 a.m. – 10:00 p.m.   Childcare Program
                         Bee Bunch Room in Broadmoor West

7:30 a.m. – 8:45 a.m.    First-Time Attendees’ Breakfast
                         Colorado Hall C

                         If this is your first time attending a Society National Conference as a mem-
                         ber, please join us for this special breakfast in your honor, hosted by Society
                         leaders. Your spouse or guest is invited to join you, but please no children.
                         We would like to thank our breakfast sponsor Eagle Rock Proxy Advisors.

7:30 a.m. – 12:15 p.m.   Exhibit Hall Open
1:45 p.m. – 5:30 p.m.    Broadmoor Hall B

7:30 a.m. – 9:00 a.m.    Continental Breakfast in Exhibit Hall
                         Broadmoor Hall B

8:00 a.m. – 5:45 p.m.    Conference Registration
                         Broadmoor Hall Foyer

9:00 a.m. – 12:30 p.m.   Children’s Tour: Cheyenne Mountain Zoo
                         Children will meet in the Bee Bunch Room by 8:55 a.m.

                         Note: This tour is available only to children enrolled in the Bee Bunch
                         Childcare program for ages 3-12.

9:00 a.m. – 10:00 p.m.   Teen Room
                         Divide Room in Broadmoor West


Thursday Business Program

9:00 a.m. – 9:30 a.m.    Welcome to Colorado Springs and the Society’s National
                         Conference
                         Broadmoor Hall A

                         • Kenneth A. Bertsch, President & CEO of the Society
                         • David E. Gardels, President, Rocky Mountain Chapter of the Society;
                           Partner, Husch Blackwell Sanders LLP
                         • The Honorable Steve Bach, Mayor, Colorado Springs
                         • Katherine K. Combs, Outgoing Chairman of the Society
                         • Kenneth L. Wagner, Chairman, 65th National Conference,
                           Vice President, Assistant General Counsel & Assistant Secretary,
                           Peabody Energy Corporation




                                                  6
9:30 a.m. – 10:25 a.m.    Opening Keynote: An Interview with the Honorable
                          Jack B. Jacobs, Justice, Delaware Supreme Court
                          Broadmoor Hall A

                          • With Darla C. Stuckey, Society Senior Vice President, Policy & Advocacy

                          The Society would like to thank Towers Watson for sponsoring the
                          Opening Keynote.

10:25 a.m. – 10:45 a.m.   Networking Break in the Exhibit Hall
                          Broadmoor Hall B

                          Sponsored by American Stock Transfer & Trust Company and
                          Phoenix Advisory Partners.

10:45 a.m. – 12:00 noon   Concurrent Panels

                          1. Say-on-Pay First Year Post-Mortem and Look Ahead
                          Broadmoor Hall D

                          • What were the key developments in the first year of mandated U.S.
                            say-on-pay votes?
                          • Lessons learned for best practice and for interactions with investors
                          • Forecast for 2012
                          • What can we learn from the evolution of say-on-pay in overseas markets
                            with longer experience?

                          Moderator: Broc Romanek, Editor, TheCorporateCounsel.net
                          Panelists:
                            o Mark A. Borges, Principal, Compensia
                            o Amy Borrus, Deputy Director, Council of Institutional Investors
                            o Douglas C. Gration, FCIS, President, Chartered Secretaries Australia
                            o Daniel J. Ryterband, President, Frederic W. Cook & Co.

                          2. SEC Reporting at the Small- and Mid-Cap Company
                          Broadmoor Hall C

                          • Overview of SEC reporting
                          • Compliance with stock exchange listing standards
                          • Overcoming obstacles

                          Moderator: Steven H. Shapiro, General Counsel & Corporate Secretary,
                          Cole Taylor Bank
                          Panelists:
                             o Marita A. Makinen, Partner, Lowenstein Sandler, PC
                             o Parth Munshi, Senior Counsel, Disclosure & Governance & Assistant
                                 Secretary, Molson Coors Brewing Company
                             o Barth J. Wolf, Vice President, Chief Legal Officer & Secretary,
                                 Integrys Energy Group, Inc.




                                                 7
Thursday, June 23 (continued)

10:45 a.m. – 12:00 noon   Concurrent Panels (continued)

                          3. How to Recruit and Evaluate a Non-Profit Board
                          Broadmoor Hall F

                          • Balancing recruitment concerns while building the optimal board
                          • Best practice in evaluating the volunteer, non-profit board

                          Moderator: Alan A. Rudnick, Principal, Masters-Rudnick & Associates
                          Panelists:
                            o Shelley J. Dropkin, Deputy Corporate Secretary & General Counsel,
                                 Corporate Governance, Citigroup Inc.
                            o JoAnn M. McNutt, Principal, Nygren Consulting LLC

                          4. Global Subsidiary Management
                          Broadmoor Hall E

                          • Subsidiary lifecycle and business need
                          • Best practice in subsidiary formation, maintenance, annual filings, and
                            dissolution
                          • Selection and training of subsidiary directors and officers
                          • Systems for support

                          Moderator: Kari H. Endries, Assistant Secretary & Managing Counsel,
                          Chevron Corporation
                          Panelists:
                            o Gloria Bowden, Associate General Counsel & Corporate Secretary,
                                 The Coca-Cola Company
                            o Eric Van Aalst, President, Citco Corporate Services

12.15 p.m. – 1:45 p.m.    Annual Conference Luncheon
                          International Center

                          Remarks by Kenneth A. Bertsch, President & CEO of the Society

                          Presentation of Chapter Membership and Recognition Awards:
                          Most New Members:
                             New York (+95)
                          Highest Growth Rate:
                             Detroit (30%)
                          Most Net Gain:
                             Detroit (+12)
                          Lowest Attrition Rate:
                             Detroit (-5%)
                          2010-2011 Member-Get-a-Member Campaign:
                             Kenneth L. Wagner (St. Louis, +5)
                          Vendor Recruiter:
                             Tracie L. Vicki (Hartford, +5)
                          2010-2011 Member-Get-a-Member Campaign Random Drawing Winners:
                             Stacy Anderson (Pacific Northwest)
                             Dana Blankenship (Houston)

                                                 8
                        Recognition of our Outgoing Chairman: Katherine K. Combs

                        Recognition of Outgoing Members of Board of Directors’ Class of 2011:
                          James F. Brashear
                          Douglas K. Chia
                          Laura Oleck Hewett
                          Nicole M. Sandford

                        Recognition of Outgoing Officers and Committee Chairmen:
                          Rhonda L. Brauer, Chapter Task Force
                          Douglas K. Chia, Membership Committee
                          William J. O’Shaughnessy, Jr., Secretary
                          Neila B. Radin, Securities Law Committee
                          Nicole M. Sandford, Audit Committee
                          Kenneth L. Wagner, National Conference Committee

                        Recognition of the 2011 Bracebridge H. Young Distinguished Service
                        Award Recipient:
                          Neila B. Radin, Senior Vice President & Associate General Counsel,
                          JPMorgan Chase & Co.

                        Recognition of Major Conference Donors and Sponsors:
                          See pages 28 – 29 for a list of donors.

                        The Society wishes to thank Alliance Advisors, Latham & Watkins and
                        Morgan Stanley Smith Barney for sponsoring the Annual Luncheon.

1:45 p.m. – 3:00 p.m.   Plenary Panel: Board Oversight of Risk
                        Broadmoor Hall A

                        •   Tools for boards to evaluate and oversee risk management programs
                        •   What questions should boards be asking?
                        •   Do boards understand risk terminology?
                        •   How can Corporate Secretaries insure that boards have the information
                            they need to properly oversee risk management?

                        Moderator: Brian G. Barnier, Principal Analyst & Advisor, ValueBridge
                        Advisors; Fellow, Open Compliance & Ethics Group
                        Panelists:
                          o Nola E. Masterson, CEO, Science Futures Inc.; Chair, Repros
                               Therapeutics Inc.; Director, Generex Biotechnology Inc.
                          o Debra J. Perry, Managing Member, Perry Consulting LLC; Director,
                               Korn/Ferry International and CNO Financial Group, Inc.
                          o Paul F. Washington, Senior Vice President , Deputy General Counsel &
                               Secretary, Time Warner Inc.

1:45 p.m. – 5:30 p.m.   Exhibit Hall Open
                        Broadmoor Hall B

2:00 p.m. – 5:00 p.m.   Spouse Program: Seven Falls Walking Tour
                        Buses depart from Broadmoor Hall Entrance




                                               9
Thursday, June 23 (continued)
3:00 p.m. – 3:15 p.m.   Networking Break in the Exhibit Hall—First Exhibitor Prize Drawing
                        Broadmoor Hall B

                        Sponsored by American Stock Transfer & Trust Company and
                        Phoenix Advisory Partners.

3:15 p.m. – 4:15 p.m.   Concurrent Panels

                        1. Protecting Your Board: Litigation Trends, Indemnification,
                        and D&O Insurance
                        Broadmoor Hall E

                        Moderator: Monica K. Loseman, Attorney, Gibson Dunn & Crutcher, LLP
                        Panelists:
                          o Dan A. Bailey, Member, Bailey Cavalieri LLP
                          o Robert Barker, Executive Vice President, General Counsel & Secretary,
                               Mueller Water Products, Inc.
                          o Steve Shappell, Managing Director of Financial Services Group, Legal
                               & Claims Practice, Aon Corporation

                        2. Small- and Mid-Cap Companies: Investor Relations on
                        Governance Matters
                        Broadmoor Hall C

                        •   Do small- and mid-cap companies need to engage with shareholders?
                        •   How can companies with limited staff resources best do so?
                        •   The Governance Officer/Investor Relations Officer nexus
                        •   Should board members be included in discussions with shareholders?

                        Moderator: Stacey K. Geer, Senior Vice President and Associate General
                        Counsel, Primerica, Inc.
                        Panelists:
                          o Francis H. Byrd, Senior Vice President, Corporate Governance/Risk
                               Practice Leader, Laurel Hill Advisory Group, LLC
                          o Jeffrey D. Morgan, President & CEO, National Investor Relations
                               Institute
                          o Kenneth L. Wagner, Vice President, Assistant General Counsel &
                               Assistant Secretary, Peabody Energy Corporation




                                               10
                        3. The Quasi-Public Private Company: Is Facebook the Future?
                        Broadmoor Hall F

                        • Latest trends in private company capital raising
                        • Hurdles and pitfalls for private offerings
                        • SEC review of private offering rules: balancing the need for capital against
                          investor protection
                        • How strong is the IPO market?

                        Moderator: Brian J. Lane, Partner, Gibson Dunn & Crutcher LLP
                        Panelists:
                          o Jeffrey T. Hartlin, Partner, Paul, Hastings, Janofsky & Walker LLP
                          o Annemarie Tierney, General Counsel, SecondMarket Inc.

                        4. iPads, Portals and Video Meetings – Technology in
                        the Boardroom
                        Broadmoor Hall D

                        • Trends: Does every director want an iPad?
                        • Key privacy and security issues in using technology in the boardroom
                        • Opportunities and challenges for video meetings: Are they the next
                          best thing?
                        • Best practice tips for selecting a portal, and for managing a transition
                          to portals

                        Moderator: Gina M. Merritt-Epps, Corporate Counsel/Secretary,
                        South Jersey Industries, Inc.
                        Panelists:
                          o Christine M. DeBiase, Vice President & Corporate Secretary, MetLife Inc.
                          o Angela C. Hilt, Corporate Secretary & Associate General Counsel,
                               The Clorox Company
                          o Carol V. Schwartz, Secretary & Corporate Governance Officer,
                               American Express Company

4:20 p.m. – 5:20 p.m.   Concurrent Panels
                        1. Audit Committees: Evolving Best Practices
                        Broadmoor Hall E

                        • What is the focus of today’s Audit Committee? Is the Committee
                          asked to do too much, and is there sufficient time for core financial
                          reporting roles?
                        • Developments in the Audit Committee role in compliance oversight,
                          including FCPA, the UK Bribery Act, and whistleblower issues
                          post-Dodd-Frank
                        • Future trends and impacts on audit committees, including convergence of
                          US GAAP and IFRS, and regulatory moves to audit firm rotation

                        Moderator: Anthony Goodman, Partner, Tapestry Networks
                        Panelists:
                          o Balakrishnan S. Iyer, Director, Conexant Systems, Inc., IHS Inc.,
                               Life Technologies Corporation, Power Integrations, Inc., Qlogic
                               Corporation and Skyworks Solutions, Inc.
                          o Marilyn Mooney, Partner, Fulbright & Jaworski LLP

                                               11
Thursday, June 23 (continued)
4:20 p.m. – 5:20 p.m.   Concurrent Panels (continued)

                        2. Shareholder Engagement
                        Broadmoor Hall F

                        • Is there a disconnect between investors and issuers on the definition of
                          engagement, and the nature of success in engagement?
                        • What do investors want in engagement? What do issuers seek?
                        • Current trends and best approaches by issuers and by investors

                        Moderator: Jon Lukomnik, Executive Director, IRRC Institute
                        Panelists:
                          o Anne Sheehan, Director of Corporate Governance, CalSTRS
                          o Sarah A.B. Teslik, Senior Vice President, Policy & Governance,
                               Apache Corporation
                          o William M. Ultan, Senior Managing Director, Morrow & Co., LLC


                        3. Social Media and the Corporate Secretary
                        Broadmoor Hall D

                        • Effective responses to uses of social media by constituents—real
                          life stories
                        • Proactive uses of Facebook, Twitter and other social media by companies
                        • Reg FD and other legal issues

                        Moderator: Douglas K. Chia, Assistant General Counsel & Corporate
                        Secretary, Johnson & Johnson
                        Panelists:
                           o Christian L. Campbell, Senior Vice President, General Counsel,
                               Secretary & Chief Franchise Policy Officer, Yum! Brands, Inc.
                           o Peter A. Kraus, Senior Attorney, Microsoft Corporation

                        4. Proxy Plumbing
                        Broadmoor Hall C

                        • Expectations for SEC action on Concept Release topics
                        • Proxy distribution: state of play, and should we change it?
                        • Can we provide end-to-end vote confirmation?
                        • Will the elimination of the NOBO/OBO distinction really help companies
                          know their shareholders?
                        • Vote integrity – does the system work?

                        Moderator: Dannette L. Smith, Secretary to the Board, UnitedHealth
                        Group Incorporated
                        Panelists:
                          o Brian V. Breheny, Partner, Skadden, Arps, Slate, Meagher & Flom LLP
                          o Lyell Dampeer, President, Investor Communications Solutions, US,
                               Broadridge Financial Solutions, Inc.
                          o Charles V. Rossi, Executive Vice President, Computershare



                                              12
5:30 p.m. – 7:00 p.m.    Society Leadership Reception (by Invitation)
                         South Terrace (alternate rain location in Utah Copper Room)

                         For these leaders and their spouses: Outgoing Board of Directors, Incoming
                         Board of Directors, Officers, Committee Chairs, Leadership Council, Past
                         Chairs, Quarter-Century Club, and Bracebridge H. Young Award Recipients.

7:00 p.m. – 10:00 p.m.   Vendor and Client Night




Friday, June 24
7:00 a.m. – 8:00 a.m.    Pilates Class
                         North Lawn (alternate rain location in Utah Copper Room)

7:15 a.m. – 8:45 a.m.    Brainstorming Session with Chapter Membership Officers
                         Broadmoor Hall C

7:30 a.m. – 9:00 a.m.    Continental Breakfast in Exhibit Hall
                         Broadmoor Hall B

7:30 a.m. – 5:00 p.m.    Exhibit Hall Open
                         Broadmoor Hall B

8:00 a.m. – 5:30 p.m.    Conference Registration
                         Broadmoor Hall Foyer

8:30 a.m. – 10:00 p.m.   Childcare Program
                         Bee Bunch Room in Broadmoor West

9:00 a.m. – 7:00 p.m.    Teen Room
                         Divide Room in Broadmoor West


Friday Business Program

8:45 a.m. – 9:15 a.m.    Society Update
                         Broadmoor Hall A

                         Introduction by Kenneth L. Wagner, Chairman, 65th National Conference

                         Remarks by John A. Seethoff, Incoming Chairman of the Society, and
                         Vice President, Deputy General Counsel & Assistant Secretary of
                         Microsoft Corporation




                                                13
Friday, June 24 (continued)
9:15 a.m. – 10:15 a.m.    SEC Update Address: Kathleen L. Casey, Commissioner,
                          U.S. Securities & Exchange Commission
                          Broadmoor Hall A

                          Introduction by Neila B. Radin, Chairman of the Society’s Securities
                          Law Committee

                          The Society would like to thank BoardVantage for sponsoring the
                          SEC Update Address.

10:15 a.m. – 10:45 a.m.   Networking Break in the Exhibit Hall
                          Broadmoor Hall B

                          Sponsored by D.F. King Worldwide.

10:45 a.m. – 12:00 noon   Concurrent Panels

                          1. Best Practice in Executive Pay Disclosure
                          Broadmoor Hall D

                          • What is current thinking on “best practices?”
                          • Are investors paying attention? Or do they do so only when shareholder
                            activists, the media or proxy advisory services raise issues?
                          • Who plays what roles in the disclosures (board compensation committee,
                            CEO, CFO, corporate secretary, HR officer, IR officer, outside counsel,
                            compensation consultant)?
                          • Is the CD&A working?
                          • Does say-on-pay change the importance of the CD&A?
                          • Templates for better disclosure

                          Moderator: Kurt N. Schacht, Managing Director, Standards & Financial
                          Markets Integrity Division, CFA Institute
                          Panelists:
                            o Donna F. Anderson, Vice President & Global Corporate Governance
                                 Analyst, T. Rowe Price Associates, Inc.
                            o Timothy J. Bartl, Senior Vice President & General Counsel, Center on
                                 Executive Compensation
                            o Mark A. Borges, Principal, Compensia
                            o Christoph A. Pereira, Senior Counsel – Corporate, Securities &
                                 Finance, General Electric Company




                                                14
                          2. Culture of Ethics: Dodd-Frank and Whistleblowing
                          Broadmoor Hall E

                          •   Deconstructing the new whistleblower rules
                          •   Will they help or hurt internal compliance programs?
                          •   How to build your compliance program around the new incentives
                          •   What is the right relationship with the SEC Division of Enforcement?
                          •   Who are whistleblowers anyway? Will they change?

                          Moderator: Lisa Beth Lentini, Senior Corporate Counsel, Best Buy Co., Inc.
                          Panelists:
                            o Jay M. Cohen, Chief Compliance Officer, Assurant
                            o Stephen M. Kohn, Executive Director, National Whistleblowers Center
                            o Sherry D. Williams, Vice President & Secretary, Halliburton Company

                          3. Non-Profit Governance
                          Broadmoor Hall F

                          • What is good governance in a non-profit, and does it make a difference?
                          • How do you get good governance? What are the obstacles to change, and
                            how do you deal with them?
                          • Varieties of non-profits, and the related tax issues (will the IRS come
                            after me?)
                          • How to think about and research an organization that invites you to join
                            its board

                          Moderator: Cheryl A. Sorokin, Consultant, Veaco Group
                          Panelists:
                            o Keith J. Blum, Partner, Boies, Schiller & Flexner LLP
                            o Jennifer L. Hawkins, Assistant Corporate Secretary, American
                                 Red Cross
                            o Paul F. Washington, Senior Vice President, Deputy General Counsel &
                                 Secretary, Time Warner Inc.; member of the boards of Legal Aid
                                 Society, Maverick Concerts Inc., Wilderstein Preservation

                          4. Unclaimed Property: What You Need to Know
                          Broadmoor Hall C

                          Moderator: William J. O’Shaughnessy, Jr., Assistant General Counsel &
                          Corporate Secretary, Quest Diagnostics
                          Panelist:
                            o William W. Palmer, Palmer Law Group

11:00 a.m. – 12:15 p.m.   Spouse Program: Health Eating/Healthy Habits
                          Donald Ross Room

                          With Bev Stewart, Broadmoor Fitness Supervisor

12:15 p.m. – 1:45 P.M.    Buffet Lunch in the Exhibit Hall–Second Prize Drawing
                          Broadmoor Hall B




                                                 15
Friday, June 24 (continued)
12:30 p.m. – 1:45 P.M.   Small- & Mid-Cap Companies Committee Lunch Meeting
                         Colorado Hall F

1:45 p.m. – 2:45 p.m.    Concurrent Panels

                         1. The Role of the Corporate Secretary Abroad
                         Broadmoor Hall C

                         • How does the corporate secretary role abroad differ from that in the
                           United States?
                         • What are considerations for listing of foreign subsidiaries?
                         • Cross-border lessons for corporate secretaries and governance officers
                         • The role and value of chartering corporate secretaries

                         Moderator: Randall L. Clark, Vice President, Corporate Relations &
                         Corporate Secretary, Sempra Energy
                         Panelists:
                           o Margaret M. Foran, Chief Governance Officer, Vice President &
                                Corporate Secretary, Prudential Financial
                           o David G. Masse, Senior Legal Counsel & Assistant Corporate
                                Secretary, CGI Group Inc.; Chair, Canadian Society of Corporate
                                Secretaries
                           o Tim Sheehy, Chief Executive, Chartered Secretaries Australia

                         2. Minutes: Beyond the Basics
                         Broadmoor Hall E

                         • Tricks of the trade: writing the best minutes
                         • Trends in use of minutes in litigation

                         Moderator: Grace B. Holmes, Corporate Secretary & Governance Officer,
                         Cameron International Corporation
                         Panelists:
                           o Cynthia H. Grimm, Vice President, Assistant General Counsel &
                                Assistant Secretary, Texas Instruments
                           o Curt A. Kramer, Associate General Counsel & Corporate Secretary,
                                Navistar, Inc.
                           o Daniel F. Shea, Partner, Hogan Lovells

                         3. Governance Challenges in the Family-Controlled Company
                         Broadmoor Hall F

                         • Managing constituencies in the publicly-traded family-controlled
                           company
                         • Succession and transition

                         Panelists:
                           o Matthew E. Hamel, Executive Vice President, General Counsel &
                                Secretary, Brown-Forman Corporation
                           o Spencer G. Smul, Senior Vice President, Deputy General Counsel &
                                Secretary, The Estée Lauder Companies

                                                16
                        4. Institutional Voting and Proxy Advisory Firms
                        Broadmoor Hall D

                        • Are there critical disconnects between issuers and investors on voting?
                        • Proxy advisory firm business models and trends
                        • Regulation of proxy advisory firms: what makes sense?
                        • Regulation of institutional investors voting practices: Are fiduciary
                          standards too weak? Does a compliance orientation undercut long-term
                          shareholder value?
                        • Best practice for firms in engaging proxy advisory firms

                        Moderator: Holly J. Gregory, Partner, Weil, Gotshal & Manges LLP
                        Panelists:
                          o Martha Carter, Ph.D., Global Head of Research, Institutional
                               Shareholder Services (ISS) of MSCI Inc.
                          o Charles Nathan, Of Counsel, Latham and Watkins
                          o John G. Siemann, Ph.D., Managing Director, Phoenix Advisory
                               Partners

2:45 p.m. – 3:15 p.m.   Networking Break in the Exhibit Hall
                        Broadmoor Hall B

3:15 p.m. – 4:15 p.m.   Concurrent Panels

                        1. Proxy Access and Other Emerging Issues: 2012 and Beyond
                        Broadmoor Hall D

                        • Potential proxy access outcomes after summer court ruling on
                          Chamber/BRT suit
                        • Will the real proxy access disputes likely be over 14a-8 shareholder
                          proposals? Reimbursement for short slate contests?
                        • How widely will majority vote standard spread: Is it inevitable? And what
                          is the future for “vote no” campaigns?
                        • Can financial and accounting issues be better integrated in investor views
                          on governance and voting decisions?
                        • Predictions on key issues for 2012: What should corporate
                          secretaries be doing now?

                        Moderator: Keir D. Gumbs, Associate, Covington & Burling LLP
                        Panelists:
                          o Amy L. Goodman, Partner, Gibson Dunn & Crutcher LLP
                          o Robert Zivnuska, Director, Corporate Governance and Responsible
                               Investment, Americas, BlackRock, Inc.
                          o Jack Zwingli, Chief Executive Officer, GovernanceMetrics International




                                              17
Friday, June 24 (continued)
3:15 p.m. – 4:15 p.m.   Concurrent Panels (continued)

                        2. Director Education, Orientation and Evaluation at the
                        Small- and Mid-Cap Company
                        Broadmoor Hall C

                        • Current trends in director education at mid-cap and small-cap companies
                        • Best practices in director orientation and board and director evaluation
                        • The role of the corporate secretary and governance officer

                        Moderator: TK Kerstetter, Chief Executive Officer, Corporate Board
                        Member, a NYSE Euronext Company
                        Panelists:
                          o Rhonda L. Brauer, Senior Managing Director – Corporate Governance,
                               Georgeson Inc.
                          o Nicole M. Sandford, Partner, Deloitte Center for Corporate
                               Governance, Deloitte & Touche LLP
                          o Steven R. Walker, General Counsel, Secretary & Director of the Board
                               Advisory Services, National Association of Corporate Directors

                        3. Privates and Non-Profits: Convergence with Public Company
                        Governance Standards?
                        Broadmoor Hall F

                        • To what extent is there convergence on public company governance
                          standards post-SOX and post-Dodd-Frank? If so, which standards? Should
                          there be convergence?
                        • What should a public company corporate secretary going on a non-profit
                          board expect in governance? What are key differences?
                        • Private companies, independent directors and enhanced internal
                          controls: a prelude to going public, or best practice regardless of expecta-
                          tions for an IPO?

                        Moderator: Frank G. Zarb, Jr., Partner, Proskauer Rose LLP
                        Panelist:
                          o Deborah J. Davidson, Research Director, BoardSource
                          o Annemarie Tierney, General Counsel, SecondMarket Inc.
                          o Kenneth A. Bertsch, President & CEO of the Society




                                               18
                         4. The Corporate Secretary’s Office: Putting Technology
                         to Work
                         Broadmoor Hall E

                         • Technology solutions for the Corporate Secretary’s Office: from
                           document management and retention to Section 16 filings, and every-
                           thing in between

                         Moderator: James F. Brashear, Vice President, General Counsel & Corporate
                         Secretary, Zix Corporation
                         Panelists:
                            o Laurene H. Horiszny, Chief Ethics & Compliance Officer,
                                BorgWarner Inc.
                            o Matthew D. McVeigh, Business Consultant, CT Corporation
                            o Patrick T. O’Donnell, Chief Executive Officer, Bridgeway Software, Inc.

4:30 p.m. – 5:30 p.m.    Closing Address by Tom Morris: The Four Foundations
                         of Greatness
                         Broadmoor Hall A

                         Author and speaker Tom Morris is Public Philosopher & Advisor at the
                         Morris Institute of Human Values

                         We would like to thank Broadridge Financial Solutions, Inc. for sponsoring
                         the Closing Address.

5:30 p.m. – 6:30 p.m.    Executive Steering Committee of the Society Board
                         of Directors
                         Gold King Board Room

7:00 p.m. – 10:00 p.m.   Closing Reception and Dinner
                         Broadmoor Pool (rain location: International Center)

                         Oh, What a Night Under the Stars it will be as this busy week draws to
                         a close. We invite all registered attendees to enjoy the sunset over the
                         mountains at a starlit poolside party. Share a drink with your colleagues and
                         celebrate the start of summer as we sing along and dance to the music of
                         The Jerseys. All registered attendees age 8 and older are welcome.

                         We would like to thank Laurel Hill Advisory Group for sponsoring the bars
                         and beverages.




                                                19
Saturday, June 25
8:00 a.m. – 9:00 a.m.      Continental Breakfast
                           Broadmoor Hall Foyer

8:00 a.m. – 12:30 noon     Conference Registration
                           Broadmoor Hall Foyer

8:00 a.m. – 1:00 p.m.      Golf Tournament
                           Mountain Course
                           The tournament is open to all registered Conference attendees.

                           The Society wishes to thank Unclaimed Property Recovery & Reporting
                           (UPRR) for its support and sponsorship of the tournament, and
                           CT Corporation for sponsoring holes 1 & 18

8:15 a.m. – 12:30 p.m.     Childcare Program
                           Bee Bunch Room in Broadmoor West

8:30 a.m. – 2:30 p.m.      Tour: Colorado River Rafting
                           Off-site: Buses depart from Broadmoor Hall Entrance

8:30 a.m. – 12:15 p.m.     Ethics Workshop Registration
                           Broadmoor Hall Foyer

9:00 a.m. – 12:15 p.m.     Post-Conference: Ethics Workshop
                           Broadmoor Hall C

                           Leader: Stephen L. Pepper, Professor of Law at the University of Denver
                           Sturm College of Law

                           This workshop will focus on what the term “ethics” means in the day-to-day
                           working life of a professional, and how to think through ethical problems.

                           We would like to thank the CFA Institute for sponsoring the Ethics
                           Workshop.

10:15 a.m. – 10:30 a.m.    Ethics Workshop Coffee Break
                           Broadmoor Hall Foyer

12:30 p.m. – 5:00 p.m.     Tour: Pikes Peak Cog Railway
                           Off-site: Buses depart from Broadmoor Hall Entrance




                           Note: Speakers’ biographies are available on the
                          Society’s website on the National Conference page:
                                   www.governanceprofessionals.org


                                                   20
CONFERENCE INFORMATION
The following are specifics about this year’s conference, including CLE credit application and more
information on our spouse, guest, and children’s programs. If you have other questions not
addressed in these pages, please feel free to approach one of the Society’s staff members or one of
The Broadmoor’s staff.

Society Registration Desk
The registration desk will be located in the Broadmoor Hall Foyer. The desk will be open and staffed
as follows:

Wednesday, June 22            11:30 a.m. to 6:30 p.m.
Thursday, June 23             8:00 a.m. to 5:45 p.m.
Friday, June 24               8:00 a.m. to 5:30 p.m.
Saturday, June 25             8:00 a.m. to 12:30 p.m.

National Office Staff
The following members of the Society’s National Office staff are attending the Conference and will
be happy to assist you in any way. Staff members wear permanent badges.

• Kenneth Bertsch, President & CEO
• Suzanne Walker, Senior Vice President
• Darla Stuckey, Senior Vice President, Policy & Advocacy
• Daniel Engel, Vice President
• Ophelia King, Director of Meeting Administration
• Nancy Ostin, Director of Membership & Marketing

Badges
Badges for conference attendees may be worn using the pin, clip or neck cord supplied in the
registration envelope. There are several identifying characteristics on these badges:

• Badges with a green band at the bottom identify members and spouses attending their first
  National Conference — please extend a special welcome to them.
• Badges with a navy blue band at the bottom indicate Officers and Directors, teal badges
  indicate Chapter Officers, and red badges indicate Honorary Members.
• Badges with a purple band at the bottom indicate Exhibitors, and badges with a light blue band at
  the bottom indicate Speakers.
• Past Chairmen will wear silver lapel medallions engraved with the Society logo and the words
  “Past Chairman.”
• Press will wear white badges with the word “Press” in black lettering.

It is imperative that Conference participants wear their badges for all events and programs.

A person must be registered in order to participate in any of the Society's Conference functions,
business or social. This includes the Exhibit Hall and any food functions. The Society reserves the
right to exclude from the event any persons on site at The Broadmoor or other conference venues
who are not registered to participate.

Conference Attendees Not Staying at The Broadmoor
If you are a registered Conference attendee who was unable to get accommodations at The
Broadmoor, the hotel has agreed to allow you use of their facilities during our Conference dates.



                                                 21
CONFERENCE INFORMATION                                         (continued)

In order to take advantage of The Broadmoor facilities, you will be required to show your Society
issued badge. This will enable you access to the pool and water activities, spa, golf, and tennis. You
will be required to pay for services with cash or a credit card.

Transportation to and from The Broadmoor is on your own. If you’d like to offer or share a ride to the
Broadmoor from your hotel, please post your information on the registration desk bulletin boards for
other attendees. You may also want to utilize your social networking accounts for this purpose.

Continuing Legal Education Credits
Many state bars and CLE boards regularly grant continuing legal education credits to Conference atten-
dees. Prior to the Conference the Society applied to several states (including California, Colorado,
Florida, Georgia, Indiana, Minnesota, Missouri, New York, Ohio, Pennsylvania, Tennessee, Texas and
Wisconsin) for CLE accreditation of the Ethics workshop and National Conference business sessions.

Attendees must sign in for CLE credit on site at the Ethics workshop and Conference registration
desk — each of the programs will be reviewed and approved individually so be sure to have the
documentation for each program you attend. However, please be advised that CLE approval notices
are not always received prior to the Conference.

The Business Program
Registered spouses, guests and exhibitors are cordially invited to attend any or all of the business
sessions. This year, the Society has substantially redesigned the conference program, to emphasize
break-out sessions on a wide variety of topics of interest to governance professionals at large and
small public companies, private companies and non-profits.

This year’s Business Program does feature four major plenary sessions:
An Interview with Delaware Supreme Court Justice Jack B. Jacobs
Darla C. Stuckey, the Society’s Senior Vice President for Policy and Advocacy, will engage Justice
Jacobs in discussion on key Delaware corporate law issues as well as his views on “patient capital”
and solutions to the short-term focus of many investors, and by necessity, corporate managers.
Justice Jacobs has served on the Delaware Supreme Court since 2003, and before that was a mem-
ber of the Delaware Court of Chancery for 18 years. He is prolific both in highly thoughtful judicial
decisions, and in law review and other articles on corporation law, mergers and acquisitions and
corporate governance. He speaks frequently on these subjects in the United States and abroad,
including at Society events. Justice Jacobs serves as an Adjunct Professor of Law at the New York
University School of Law, at the Columbia University School of Law, and at the Widener University
School of Law. He is a member of the American Law Institute, where he served as an Advisor to its
Restatement (Third) of Restitution, and currently, as an Advisor to its Principles of the Law of
Liability Insurance. Justice Jacobs served on the Committee on Corporate Laws of the ABA Business
Law Section. He also is a Fellow of the American Bar Foundation and a member of the Rand Center
for Corporate Ethics and Governance Advisory Board.
Kathleen L. Casey, Commissioner, U.S. Securities and Exchange Commission
We are pleased that SEC Commissioner Kathleen L. Casey will present this year’s SEC Update. A
member of the SEC since July 2006, Ms. Casey’s term expires this year. Before appointment to the
Commission, Ms. Casey spent 13 years on Capitol Hill, including as Staff Director and Counsel to the
U.S. Senate Banking, Housing, and Urban Affairs Committee. Commissioner Casey served as
Legislative Director and Chief of Staff for U.S. Senator Richard Shelby (R-AL). As Legislative Director
from 1996-2002, Commissioner Casey was instrumental in the drafting and passage of several laws.
From 1994-1996, Ms. Casey served as Staff Director of the Subcommittee on Financial Institutions

                                                  22
and Regulatory Relief, Senate Banking Committee. Ms. Casey was born in Tripoli, Libya. A member
of the State of Virginia and District of Columbia bars, Commissioner Casey received her J.D. from
George Mason University School of Law in 1993. She received her B.A. in International Politics from
Pennsylvania State University in 1988.

Plenary Session on Board Oversight of Risk
Brian G. Barnier of Valuebridge Advisors will moderate our sole plenary panel, on board oversight of
risk. This discussion will focus on practical considerations in effective board oversight of various
forms of risk. Panelists include corporate board members Nola E. Masterson and Debra J. Perry, as
well as former Society Chairman Paul F. Washington.

Ms. Masterson is CEO of Science Futures Inc., an investment and advisory firm. She chairs the board
of Repros Therapeutics Inc., and is a Director of Generex Biotechnology Inc. Ms. Masterson has 33
years of experience in the life science industry, and was the first biotechnology analyst on Wall
Street, working with Drexel Burnham Lambert and Merrill Lynch. She is a co-founder of Sequenom,
Inc., a genetic analysis company.

Ms. Perry is managing member of Perry Consulting LLC, an advisory firm specializing in credit risk
management and governance within the financial industry. She is a member of the boards of
Korn/Ferry International and CNO Financial Group, Inc. (formerly Conseco, Inc.). From 2005 to 2008,
Ms. Perry served on the board of directors of MBIA Inc. and provided various advisory services. She
worked at Moody’s Corporation from 1992 to 2004, including as a senior managing director in the
Global Ratings and Research Unit of Moody’s Investors Service, where she oversaw the Americas
Corporate Finance, Leverage Finance and Public Finance departments. Ms. Perry also served as Chief
Administrative Officer and Chief Credit Officer of Moody’s.

Mr. Washington serves as Senior Vice President, Deputy General Counsel, and Corporate Secretary
of Time Warner Inc. He also is an adjunct professor at Fordham Law School. Mr. Washington serves
on the boards of several non-profit organizations, including the Legal Aid Society, and recently
served as a member of the NYSE Commission on Corporate Governance. During his career, Mr.
Washington has worked in banking; in local, state, and federal government; and both in private
practice and as in-house counsel. He clerked at the U.S. Court of Appeals for the District of Columbia
and the U.S. Supreme Court.

Mr. Barnier, a Principal of Valuebridge Advisors, speaks frequently on risk management. Mr. Barnier
is a fellow of the Open Compliance and Ethics Group (OCEG), an organization that helps firms drive
performance by enhancing corporate culture and integrating governance, risk management, and
compliance processes. He is a co-author of the Information Systems Audit and Control Association’s
(ISACA) Risk Information Technology. Mr. Barnier teaches professional education courses for ISACA,
The Institute of Internal Auditors, the Risk Management Association and others. Mr. Barnier writes
widely for business and IT media, is a contributor to Risk Management in Finance (Wiley, San
Francisco, 2009) and author of the Operational Risk Toolbox for Financial Services (Harriman House,
London, 2011). Previously, he was with IBM, Alcatel-Lucent and AT&T.

Closing Speech: Tom Morris on “The Four Foundations of Greatness”
Tom Morris, former Professor of Philosophy at the University of Notre Dame, is founder of the
Morris Institute of Human Values. He is a “public philosopher” who seeks to bring the greatest wis-
dom of the past into the challenges of the present. Mr. Morris is a prolific author. His 12th book,
True Success: A New Philosophy of Excellence, launched him as an advisor to the corporate world.
He is author of the leadership guide, If Aristotle Ran General Motors, and is well known for the big
yellow book, often seen in college dorms nationwide the night before final exams, Philosophy for
Dummies. Other more recent books include The Art of Achievement, The Stoic Art of Living and
Superheroes and Philosophy, where Superman and Batman finally meet Plato and Aristotle. His
newest book is entitled If Harry Potter Ran General Electric: Leadership Wisdom from the World of
the Wizards.

                                                 23
CONFERENCE INFORMATION                                        (continued)

Mr. Morris was a Morehead Scholar at the University of North Carolina - Chapel Hill, and holds a
Ph.D. in both Philosophy and Religious Studies from Yale University. Among many accomplishments,
Mr. Morris says he is the only thinker ever to engage in early morning philosophy with Regis Philbin
on his talk show.

Post-Conference Ethics Workshop
This workshop will be conducted by Stephen L. Pepper, Professor of Law at the University of Denver
Sturm College of Law. The workshop will focus on what the term “ethics” means in the day-to-day
working life of a professional. The program will provide practical guidance on the exercise of moral
vision, and how to think through ethical problems. Professor Pepper has given presentations on
lawyers’ ethics and on the First Amendment at numerous academic conferences and meetings of
practicing lawyers. At the Sturm College of Law, he regularly teaches the first-year Torts course, the
required Legal Profession course, and a seminar on professional ethics. The students at the College
of Law have selected him “Professor of the Year” four times. Professor Pepper graduated from
Stanford University, and his law degree is from Yale Law School.

Exhibit Hall (Broadmoor Hall B)
Budgets are tight for everyone, but on a positive note, the National Conference provides an ideal
time and place for attendees to go shopping. Now is the time to evaluate the service you're getting
for your dollar and decide if you're satisfied with your current vendors or if you need to do some
comparison shopping. Under one roof we assemble many leading service providers in areas of proxy
solicitation, financial printing, board communications, and more. This is the perfect opportunity for
you to check out products or services which may help you or your department work efficiently and
cost effectively. Remember to set aside time during the Conference to visit the booths for some
product demos and information.

Opening Reception
Our Conference officially begins on Wednesday evening with the Opening Reception in the Exhibit
Hall (Broadmoor Hall B). This welcoming event promises to offer you ample time to reconnect with
Society members you may not have seen since your last conference or to meet new members
attending their first Society program.

Annual Luncheon
Always a special event for all attendees is Thursday’s Annual Luncheon, at which we will applaud
this year’s Bracebridge H. Young Award Recipient. We’ll also set up tables for chapters so you
can easily meet attendees from your local area. The luncheon is open to all registered Conference
attendees, including registered spouses.

Closing Reception & Dinner
Oh, What a Night Under the Stars it will be as this busy week draws to a close. We invite all
registered attendees to enjoy the sunset over the mountains at a starlit poolside party. Share a
drink with your colleagues and celebrate the start of summer as we sing along and dance to the
music of The Jerseys. All registered attendees age 8 and older are welcome.

Programs for Younger Children
The Society has made arrangements for on-site childcare again this year, so members can bring
their entire family to the National Conference. Through The Broadmoor’s Bee Bunch program,
the Society will provide childcare for children ranging in age from 6 months through 12 years, and
children will have their own “agenda” right at the hotel. Well-qualified counselors and childcare



                                                 24
professionals will supervise a variety of appropriate activities for each age group, including arts and
crafts, toys, golf and tennis workshops, and games, including a trip to the Cheyenne Mountain Zoo
for children ages 3 to 12. While the Society picks up the cost of childcare, parents will be responsi-
ble for all meal costs, excluding daily snacks. The Children’s program will be located in The Bee
Room in the lower level of Broadmoor West.

Teens at the National Conference
We look forward to welcoming teens attending the Conference at the annual Teen Reception on
Wednesday night. This year we have planned a “game night” equipped with Wii games and more.
The event will include food, fun & friendship. After the reception teens can stay on in the Teen
Room—“Divide Room” in Broadmoor West—to watch a movie. Teens must have a signed
permission form from a parent to attend this event. As always, the Teen Room at the hotel will be
set-up throughout the Conference so teens will have their own place to hang out. We’ll provide a TV
and a selection of movies. This room will be unsupervised for most of the time and a signed parent
permission slip is required so that teens can use the room. This form will be available at the
Society’s Registration Desk.

Slide Show
Once again we will offer Conference attendees “daily” slide show presentations, sponsored by
Bridgeway Software, that will immortalize special Conference moments. With so many Conference
activities, it’s hard to participate in everything, but this is one sure way to find out about events you
missed. The daily presentations will be located in the exhibit hall near the Bridgeway exhibit booth,
with a final showing during the Friday night closing event. We would like to acknowledge and thank
Bridgeway Sofware for sponsoring the photographer and the slide show.

Website Redesign Booth
The Society is embarking on an initiative to redesign and rearchitect the governanceprofessionals.org
website. Our initial focus is on improving the site navigation and access to content.

Our new website partner, TMA Resources Interactive, will be onsite at Booth 40 to solicit member
input into the process. In order to create logical pathways for our members, we need your help. Our
consultants have created a brief, web-based exercise to help us understand how you would expect to
find content grouped and labeled. The exercise can be completed in under 10 minutes and will have
a direct impact on the future of our website.

Participants receive a special Web Redesign Participant ribbon and are entered into a drawing to win
a fabulous gift basket of products donated by Johnson & Johnson.

Pilates
For those of you who are early risers, we will offer Pilates exercise classes Thursday and Friday
morning beginning at 7:00 a.m. on the North Lawn (alternate rain location in Utah Copper Room).
We are delighted that Society member Carolyn Coffey, of Corporation Services Company and owner
of Kerr Gulch Pilates LLC, will lead these morning mat classes. Comfortable, loose-fitting clothes
are recommended. Exercise mats will be provided by CSC. No prior experience necessary, open to
all levels.

First Time Attendees’ Breakfast
For Thursday morning, we invite all of our “first-time” member conference attendees and their
registered spouses to attend a breakfast in their honor. This breakfast, scheduled from
7:30 a.m. – 8:30 a.m., will allow for first-time attendees to meet many of the Society’s leaders as
well as have an opportunity to meet other “first-timers.”




                                                   25
CONFERENCE INFORMATION                                         (continued)

Conference Tours, Tournaments and Spouse Programs
The Society has planned the following activities for your participation and enjoyment while in
Colorado Springs. Tours will be supervised and staffed by Destination Services of Colorado, and its
staff will be on hand in the registration area during conference registration hours. If you have regis-
tered for a tour, please confirm your registration on the bulletin board listings located in the
Broadmoor Hall Foyer.

All tours depart from the Broadmoor Hall Entrance. Buses will begin boarding 15 minutes prior to
departure.

Please note: Most of the tours require walking, so we recommend that you wear comfortable walk-
ing shoes or sneakers.

US Air Force Academy & Olympic Training Center
Wednesday, June 22               12:15 p.m. – 5:30 p.m.
The USAFA, set against the Rocky Mountains, provides a beautiful setting for this 18,000-acre prop-
erty that houses over 4,000 cadets. The Academy tour includes exhibits at the Visitor’s Center, an
authentic B-52 that served a tour in Vietnam, the world-famous Academy Chapel, and a glimpse of a
cadet’s life, including education and military training. Leaving the Academy, guests will visit the
Olympic Training Center, one of three in the country. No one should miss this exciting and unique
tour that provides a first-hand look at how athletes train for the Olympic Games. Guests will watch
a brief inspirational film of the greatest moments in Olympic history and then take a guided tour of
the complex with a USOC Ambassador, who will provide the group with entertaining and education-
al insights into what it really takes to send American athletes to the Olympic Games. Observe past
and future Olympians in action at the Olympic pool, the largest indoor shooting range in the
Western hemisphere, or the weightlifting/wrestling gymnasiums, a few of the venues showcased on
this exciting tour.

Welcome to Colorado Springs and Garden of the Gods
Wednesday, June 22              12:30 p.m. – 5:00 p.m.
This overview offers history, shopping and nature, so there is something for everyone. A knowledge-
able tour guide will treat guests to stories of the history of Colorado Springs and Manitou and the
people who settled there. You’ll also have an opportunity to visit the area’s exclusive shops dealing
in antiques, jewelry, fine china, clocks and other collectibles lining the picturesque streets.
Afterwards, guests will head to Garden of the Gods, one of the most breathtakingly scenic spots in
Colorado. The Garden is composed entirely of sedimentary rock layers which have been sculpted
into fascinating shapes after centuries of erosion. The tour includes a scenic bus ride with photo
opportunities along with the way and a visit to The Trading Post, founded in 1900, which specializes
in Colorado souvenirs and Native American jewelry.

Horseback Riding in Pike National Forest
Wednesday, June 22             1:30 p.m. – 5:00 p.m.
This mountain horseback ride offers a beautiful trek through the scenic Pike National Forest.
Knowledgeable guides will escort guests along beautiful trails that cross old mining claims, and pro-
vide a variety of mountain views from deep forest to panoramic vistas overlooking the Front Range.
Elk, buffalo, and other indigenous animals are often seen along the way. Horseback riding is a fan-
tastic way to experience the natural beauty of the Rocky Mountains!

Restrictions: 8 years or older; parents must accompany children ages 8 –18 and sign a waiver;
weight limit of 250 lbs.


                                                  26
Spouse Program: Seven Falls Hiking Tour
Thursday, June 23              2:00 p.m. – 5:00 p.m.
The “Grandest Mile of Scenery in Colorado” and a site not to be missed by anyone. Located in South
Cheyenne Canyon, Seven Falls cascades 181 feet in seven distinct steps down a solid cliff of Pikes
Peak granite carving this unique scenic masterpiece. A 224-step stairway leads to a system of trails
that will take you to Midnight Falls and then onto Inspiration Point, where you will have a breath-
taking view of Colorado Springs and the great plains beyond. Hiking or walking shoes are required.

Spouse Program: Healthy Eating/Healthy Habits
Friday, June 24                11:00 a.m. – 12:15 p.m.
Healthy eating means eating a variety of foods that supply you with the nutrients you need to main-
tain your health, feel good and have energy – no matter at what age. Learn the basics or get a
refresher course on a healthy diet plan and discover easy tips for transforming eating habits into
healthy lifestyle changes. Bev Stewart, The Broadmoor’s fitness supervisor, designed and will lead
this discussion.

Society Golf Tournament
Saturday, June 25              8:00 a.m. – 1:00 p.m.
On Saturday morning the Society will host a golf tournament on The Broadmoor’s Mountain Course
beginning at 8:00 a.m. The tournament is open to all registered Conference attendees. The cost to
play in the tournament is $280 and includes greens fees, cart rental, refreshments and all tourna-
ment fees. Golf club rentals are available at a cost of $65.

The Society wishes to acknowledge Unclaimed Property Recovery & Reporting for sponsoring the
golf tournament.

If you wish to play golf on your own, it is recommended that you reserve individual tee times in
advance by calling The Broadmoor’s Pro Shop at 719-577-5790.

Colorado River Rafting
Saturday, June 25               8:30 a.m. – 2:30 p.m.
Enjoy an exhilarating adventure down the Arkansas River! White water rafting combines whitewater
action with spectacular scenery that can’t be seen from any other vantage point. Thrill seekers in
the group will not be disappointed, but the river is not so rough as to intimidate beginners. Tour
price includes: Helmets, life vests (accommodate adults up to 54” chest measurement), wet suits,
liner booties, all-weather gear, roundtrip transportation, tour guide, beverages and lunch.

Restrictions: 6 years of age or older and weigh a minimum 50 lbs. Ages 6 – 18 must be accompanied
by an adult.

Pikes Peak Cog Railway
Saturday, June 25              12:30 p.m. – 5:00 p.m.
One of the most popular tours guests can take is an unforgettable trip to the 14,115-foot summit of
Pikes Peak! Sit back, relax and take in the splendors of Colorado as the highest cog railway in the
world takes you through hidden valleys, past groves of quaking aspens and over the tundra at tim-
berline. Colorado wildlife and panoramic fields of wildflowers are all around as the modern Swiss
train heads for the summit. Once on the summit, guests will see the same unparalleled vistas which
inspired Katherine Lee Bates to write America the Beautiful!




                                                 27
DONORS
The National Conference Fund
Contributions made to the National Conference Fund permit the Society to build the strongest
possible business program for the Conference, by helping to pay for speaker fees, honoraria and
other expenses relating to the Conference program.


Platinum Level ($10,000+)                             Contributors ($200-$1,999)
Broadridge Financial Solutions                        American Stock Transfer & Trust Company, LLC
Chevron Corporation                                   Anadarko Petroleum Corporation
Innisfree M&A Incorporated                            Katherine K. Combs
Microsoft Corporation                                 Eaton Corporation
Pfizer Inc                                            Encore Bancshares, Inc.
                                                      Gibson, Dunn & Crutcher LLP
                                                      Samuel K. Lee
Gold Level ($5,000 - $9,999)                          Perkins Coie LLP
The Coca-Cola Company                                 Reynolds American Inc.
Computershare/Georgeson                               Shareholder Service Solutions, Inc.
Corporatek                                            Texas Instruments Incorporated
Deloitte & Touche LLP                                 UniSource Energy Corporation
Diligent Board Member Services, Inc.                  Wachtell, Lipton, Rosen & Katz
Edison International
Exelon Corporation
Johnson & Johnson
Norfolk Southern Corporation


Silver Level ($2,000 - $4,999)
Cameron International Corporation
Dominion Resources Services, Inc.
Dover Corporation
The Estée Lauder Companies Inc.
Exxon Mobil Corporation
Fulbright & Jaworski LLP
General Mills, Inc.
Group Five Inc.
Kraft Foods Inc.
Morrow & Co., LLC
Pitney Bowes Inc.
State Farm Mutual Automobile
  Insurance Company
Time Warner Inc.
Unclaimed Property Recovery & Reporting




                                                 28
Donor of Services
DG3, Diversified Global Graphics Group, Paper and printing of conference registration
brochure and program book.




Sponsors
We also wish to acknowledge the generosity of:          D.F. King Worldwide for sponsoring the Friday
                                                        morning coffee break.
Masters-Rudnick & Associates, LLC, Mediant
Communications and Wells Fargo Shareowner               Broadridge Financial Solutions, Inc. for spon-
Services for sponsoring the Opening Reception.          soring the Closing Address.

Eagle Rock Proxy Advisors for sponsoring the            Laurel Hill Advisory Group, LLC for sponsoring
First-time Attendees Breakfast.                         the bars and beverages for the Closing
                                                        Reception and Dinner.
Towers Watson for sponsoring the
Opening Address.                                        CFA Institute for sponsoring the Ethics
                                                        Workshop.
American Stock Transfer & Trust Company, LLC
and Phoenix Advisory Partners for sponsoring the        Unclaimed Property Recovery & Reporting
Thursday morning and afternoon Coffee Breaks.           (UPRR) for sponsoring the Golf Tournament,
                                                        and additional support of CT Corporation.
Alliance Advisors LLC, Morgan Stanley
Smith Barney and Latham & Watkins LLP                   Bridgeway Software Inc. for sponsoring the
for sponsoring the Annual Luncheon and                  conference photographer and slideshows.
Awards Presentation.

BoardVantage, Inc. for sponsoring the SEC
Update Address.




Donors of Products
Citco Corporate Services, Inc. for badge lanyards and conference bags.

Kraft Foods Inc. for candy and gum.

Wells Fargo Shareowner Services for pens.




                                                   29
QUARTER-CENTURY CLUB MEMBERS
The following are members of the Society’s Quarter-Century Club. The Quarter-Century Club honors
regular, honorary, or associate members who have been in the Society for 25 years or more. Each
has received a special pin to commemorate this achievement.

G. Marshall Abbey                Walter T. Faulkner                Robert J. Kilgore
Donald J. Ainsworth              Louis F. Fernous                  Joseph F. Kinney
Sandra E. Alford                 Mac T. Finley                     Leslie P. Klemperer
Robert B. Anderson               Eugene J.T. Flanagan              David C. Kopp
Archie M. Bankston               Thomas L. Flattery                Edward V. Lahey
Stephen G. Barnett               Michael J. Foley                  Robert B. Lamm
Curtis H. Barnette               Margaret M. Foran                 Thornton R. Land
Karl R. Barnickol                Stephen D. Ford                   Jaclyn L. Larson
Barbara M. Bartoletti            Lawrence A. Fox                   William Lehr
George L. Baulig                 William A. Francois               Rebecca A. Levey
Patricia A. Bicket               Lloyd Frank                       Joy Levien
George N. Biggs                  Samuel Fried                      William H. Levit
Lucy S. Binder                   Melvyn H. Fruit                   Leslie Levy
J. Russell Bley                  John F. Gaither                   Pamela J. Liggett
Sheila MacAvoy Block             Terence J. Gallagher              Lynn E. Loveall
Carlile Bolton-Smith             Gary W. Garson                    John Macdonald
Patrick H. Bowen                 Martin Glotzer                    Nadia Matt
Joseph R. Breed                  John H. Goetsch                   Martin G. McGuinn
Jerome W. Breslow                Richard J. Goldstein              John B. Meagher
Nancy G. Brinning                Dean H. Goossen                   John F. Meck
James E. Buck                    William C. Gouldsbury             Joel Paul Mellis
George H. Cain                   Robert M. Grace                   Audrey L. Milfs
Nicholas J. Calise               David W. Greenfield               Pamela Gesme Miller
Nicholas J. Camera               Steven E. Gross                   James A. Morgan
Thomas D. Carney                 Carl T. Hagberg                   Edmund F. Morrow
George J. Caspar                 Don Hager                         Kay C. Nalbach
John H. Cassidy                  James T. Haight                   Allen Nelson
George M. Chamberlain            Michael C. L. Hallows             Jonathan P. Nelson
Judith A. Cion                   L. W. Harris                      Carol R. Newman
Frank J. Clemens                 Rodney Harris                     D. Craig Nordlund
J. Brian Colburn                 Anthony J. Haueisen               Stephen P. Norman
Milton H. Covey                  Stephen A. Hellrung               Philip R. O'Connell
Martin A. Coyle                  Roger W. Herrell                  Austin M. O'Toole
David M. Crawford                Edwin S. Hetherington             Richard F. Ober
Stephen W. Cropper               Grace B. Holmes                   Charles N. Olsen
James W. Crowley                 Laurel A. Holschuh                Thomas L. Owsley
Sam H. Dabbs                     G. Penn Holsenbeck                Donald F. Parman
Richard W. Davies                Thomas I. Hutcheson               Cheri L. Peper
Nanda Y. De Roes                 Mary Ann Hynes                    P. Michael Phelps
John F. Downie                   Robert L. Jay                     Robert Douglas Pickle
Albert W. Driver                 James R. Jenkins                  Thomas A. Piraino
Stephen V. Dubin                 Neil E. Jenkins                   Ann Marie Plubell
Richard W. Duesenberg            Don A. Jensen                     Leonard M. Polisar
Clifford H.R. DuPree             Sven L. Johanson                  Douglas V. Pope
Ernest E. East                   Christine M. Jones                John S. Pyke
Steven J. Ellcessor              James C. Kennedy                  Robert M. Pyle
Geoffrey D. Fallon               Juanita I. Kerrigan               John T. Rafferty

                                               30
William J. Rainey                 Thomas E. Senf                     Richard D. Terrill
Robert A. Reed                    Kathleen E. Shannon                Peter B. Tinkham
J. Ray Riley                      Donald A. Slichter                 Richard H. Troy
Richard C. Rose                   Richard E. Smith                   Sigurd Ueland
A. David Russell                  Cheryl A. Sorokin                  Martin S. Wagner
John F. Salisbury                 James E. Sproull                   Richard A. Walker
Kathleen M. Salmas                Kenneth D. Stephens                George R. Walls
Andrew B. Samet                   Otto F. Stock                      Jon D. Walton
Sherry Sasaki                     John C. Stohlmann                  Carl A. Wattenberg
Joseph W. Schaut                  Carol A. Strickland                Edward C. Wetmore
Jean M. Schmidt                   David M. Sudbury                   William A. Wildhack
Mary M. Schmitt                   Suzanne Suter                      Penn J. Williamson
Donald F. Schneider               Ray Sandy Sutton                   Susan Ellen Wolf
Robert L. Seaman                  H. Michael Tatum                   S. Arnold Zimmerman
Robert H. Seeley                  John K. Taylor




SILVER QUILL SOCIETY MEMBERS
The following are members of the Society’s Silver Quill Society — regular and honorary members
who have attained at least 15 years of membership in the Society. Each has received a special pin in
recognition of this accomplishment

Iris Aberbach                     George L. Baulig                   Mary Julieann Brodd
Nelea A. Absher                   Lydia I. Beebe                     Lois-Ann L. Brodrick
Craig A. Adoor                    Joel I. Beerman                    Julie A. Brooks
Shannon K. Alberts                Barry Jay Bendes                   Roger A. Brown
James R. Alden                    Tina C. Benik                      Jerry Brown
Clifford J. Alexander             Scott L. Bennett                   Victoria S. Brush
Barbara L. Allen                  Ellen German Berndt                Peter R. Buchler
Christopher E. Allen              Patricia A. Bicket                 Ronald W. Buckly
Maryellen F. Andersen             Wendi S. Bickett                   Daniel H. Burch
Ralph E. Anderson                 Edward J. Biggins                  Mary V. Burke
Virginia N. Anderson              Charles A. Bittenbender            Kathleen M. Burke
Katherine Anderson                Sandra M. Bitz                     Gene A. Capello
Paula M. Anderson                 John W. Blenke                     Daniel P. Carmichael
Cathy C. Anderson                 Kevin L. Bloomfield                Baldo M. Carnecchia
Rhoda Anderson                    Lawrence N. Bluth                  Thomas D. Carney
Gregory L. Anderson               Nancy R. Boatright                 Gwenn L. Carr
Vivian J. Arterbery               Marc S. Bocci                      Rhonda L. Carroll
Frederick G. Attea                Glen A. Bodzy                      Joseph A. Caruso
James W. Baehren                  Patricia A. Boepple                George M. Chamberlain
Thomas M. Ball                    Carlile Bolton-Smith               John G. Clark
Rebecca W. Ballou                 Ronald M. Boronkay                 Sheilagh M. Clarke
Roselyn R. Bar                    Denise E. Botticelli               Paula J. Clayton
Ralph Gordon Barber               James F. Brashear                  Carole A. Clementi
Lowry Barfield                    Rhonda L. Brauer                   Vivian M. Cline
Roxann Basham                     James T. Breedlove                 John F. Coburn
Robert A. Bassett                 Alice C. Brennan                   Dennis P.R. Codon
Jackie A. Bates                   Kevin M. Brennan                   Sherry W. Cohen
Fred D. Bauer                     Curtis G. Briggs                   Celia A. Colbert

                                                 31
SILVER QUILL SOCIETY MEMBERS                         (continued)

J. Brian Colburn          McDara P. Folan         Bridget M. Healy
Katherine K. Combs        Michael J. Foley        Beth P. Hecht
O. Kay Comendul           Margaret M. Foran       Stephanie G. Heim
Joan C. Conley            Stephen D. Ford         Gerald P. Hendrick
Maritza Cordero           Carol Forsyte           Andrew D. Hendry
Amy C. Corn               John M. Franck          Colleen M. Hennessy
Marlowe Crawford          Earl R. Franklin        Brian L. Henry
Shannon S. Crompton       Eliza W. Fraser         Edwin L. Herbert
Donald M. Crook           W. Edwin Frazier        Carlos M. Hernandez
Stephen W. Cropper        Dale C. Fredston        Carol S. Hilburn
Kathleen E. Crozier       Martin E. Freidel       Joyce N. Hoffman
Sam H. Dabbs              Gloria G. Freud         Cynthia K. Holbrook
Donna Dabney              Samuel Fried            Randall H. Holliday
Naomi C. Dallob           Michael Futch           Rose Ann Hoover
Richard J. Daly           Kathleen C. Gaffney     Sidney O. Hoover
Janice M. D'Amato         Kevin C. Gallagher      Anthony J. Horan
Richard B. Dauphin        William T. Gallagher    Laurene H. Horiszny
Bruce C. Davidson         Angelika I. Gambetta    Kenneth C. Hunt
Nancy B. Davis            Walter T. Gangl         Thomas I. Hutcheson
Patrick D. de Maynadier   Lisa Fries Gardner      William P. Inman
Christina de Vaca         Edward S. Garlock       Richard H. Irving
Christopher Dee           Leslie M. Gasper        Stacy J. James
Gary DeFazio              James D. Gaughan        Robert L. Jay
Eugene V. DeFelice        Mark J. Gentile         Neil E. Jenkins
Donald James DeGrandis    Kathleen M. Gibson      Christine Walsh Jenkins
Robin M. Demouth          Jill A. Gilmer          Patricia M. Johnson
Lawrence E. Dennedy       Neil J. Ginn            David A. Katz
Brigitte M. Dewez         Wendi Glassman          Carol R. Kaufman
Joseph A. DiNunzio        Marcia R. Glick         Janet G. Kelley
J. Drew DiSesa            Michael Goedecke        Janet Langford Kelly
Janice A. Dobbs           Dean H. Goossen         Anne G. Kelly
Stephen J. Dolmatch       Kevin J. Grady          James C. Kennedy
John A. Doyle             John A. Granda          Rosemary M. Kenney
Mary E. Doyle             Gail P. Granoff         Peter H. Kesser
Nita Dudley               John Glenn Grau         Thomas G. Kies
Ray Dunn                  Janet E. Gray           Marie King
Augustus I. duPont        David W. Greenfield     Tracy S. Kirby
Ernest E. East            Holly J. Gregory        Irene M. Kisleiko
Molly M. Egged            Robert J. Grey          Thomas F. Kissinger
Alan P. Eggleston         Sandra L. Groman        James Klarr
Barbara K. Eisenberg      Karen Gross             R. Henry Kleeman
Steven J. Ellcessor       Nazeeh S. Habachy       Leslie P. Klemperer
Robert A. Emken           Robert J. Hackett       Vaughn M. Klopfenstein
David P. Emmens           Nancy E. Hamilton       Stephen H. Knee
Geoffrey D. Fallon        Artis Hampshire-Cowan   Jeffrey L. Knight
Thomas A. Ferrari         C. Russel Hansen        Luke R. Komarek
Richard A. Firehammer     Cathy Hardwick          Kenneth P. Kopelman
Hayward D. Fisk           Robert M. Hart          Ira J. Krakower
Edward H. Fleischman      Janice C. Hartman       Richard J. Kretz
Denise M. Flemm           Anne S. Haslam          Carol B. Kriekard
Betty R. Fleshman         John J. Hayden          Cynthia M. Krus

                                       32
Mary C. Kullman         Susan C. Miller        Robert A. Reed
Mary Denise Kuprionis   Judy P. Miller         Marsha L. Reed
Thomas P. Kurz          Matthew J. Missad      Jan Stern Reed
Joseph P. Lacerenza     John T. Molloy         Ellis A. Regenbogen
Lorna P. Laemmie        Thomas L. Montrone     Leslie M. Reynolds
Thornton R. Land        Marilyn Mooney         Maureen Richards
Gerald K. Lane          Thomas R. Moore        Ignacio Rivera
Carlton E. Langer       Dale L. Moore          David T. Roark
Gregg M. Larson         J. Sue Morgan          Patricia L. Roberts
Jeanie Sell Latz        Joseph J. Morrow       Julie J. Robertson
Gerald M. Laures        Mary S. Muchoney       Margaret Rochs
A. Peter Lawson         Ann C. Mule            Ellen Sheriff Rogers
Theresa K. Lee          Jeremiah T. Mulligan   Mark A. Rossi
William P. Lee          Marion B. Murvine      Susan N. Roth
William C. Lemmer       Marta L. Myers         Steven R. Rothbloom
Joan O. Lenahan         Alyson J. Nakamura     Robert Rowland
Cynthia J. Lenkiewicz   Allen Nelson           Mollie D. Roy
Spencer LeRoy           Kristen C. Nelson      David M. Rubin
Henry Lesser            Kathleen L. Nemeth     Alan A. Rudnick
Lisa D. Levey           Carol R. Newman        Eric B. Rudolph
Pamela J. Liggett       Harry Newman           Peter F. Sablich
Norman C. Linnell       Michael C. Nichols     Kathleen M. Salmas
Eric N. Litzky          Richard T. O'Connell   Sherwin L. Samuels
Thomas A. Long          Patrick T. O'Donnell   Brenda A. Sanders
James B. Lootens        Jerome D. Okarma       Dan D. Sandman
Patricia K. Loupe       F. Ronald O'Keefe      Thomas C. Sanger
Keith Loveless          Kaye L. O'Riordan      Gloria Santona
Frank Lowery            Elliot S. Orol         Sherry Sasaki
Mary T. Lucas           Judd F. Osten          Kurt N. Schacht
Jane F. Ludlow          Helen P. Oster         Scott A. Scherff
Teresa Z. Lygate        Jeffrey N. Ostrager    Mary M. Schmitt
Lisa A. Machesney       Andrew M. Paalborg     Ronald Schneider
Bruce A. Machmeier      George H. Pain         Eileen B. Schuler
Steve R. Mackey         Thomas P. Palmer       Joseph S. Schwertz
Michael L. Mackey       Lisa M. Palumbo        Joseph R. Seiders
Craig D. Mallick        David Michael Parker   Kathleen E. Shannon
Howard Malovany         Jenny H. Parker        Jack W. Shipp
Kathleen A. Marion      Donald F. Parman       David L. Siddall
James F. Maroney        Stephen J. Paul        Guillermo Silva
William B. Masters      James P. Payne         Hugh A. Simpson
John R. McCall          Lois K. Pearce         Roger G. Sisson
Carol A. McCoy          Carrie J. Pecht        Robert J. Siverd
John P. McGann          Cheri L. Peper         William F. Slade
Bruce McGrath           James F. Petelle       Terri Slane
James O. McIntosh       Linda S. Peterson      David G. Slezak
George C. McKann        Linda Pettigrew        Linda J. Smith
Thomas F. McKee         Ellen Philip           Jay D. Smith
R. Scott McMillen       James Polehna          David W. Smith
J. Scott Melton         Jerry W. Powell        David J. Smith
Vicki A. Merrick        Elizabeth W. Powers    Jeanne Y. Smith
Charles E. Michaels     Arlene Powis           Neal Smith
Scott T. Mikuen         Patrick G. Quick       Spencer G. Smul
Pamela Gesme Miller     Neila B. Radin         Mary W. Snyder
Jean F. Miller          William J. Rainey      Robert M. Soffer

                                     33
SILVER QUILL SOCIETY MEMBERS                     (continued)

Mark A. Solls            Thomas F. Tighe       Susan A. Waxenberg
Cheryl A. Sorokin        Denice Town           Michael A. Weberpal
Joseph F. Spedale        Lillian M. Trippett   David W. Weeks
Scott D. Spelfogel       Warren L. Troupe      Kathleen A. Weigand
Victoria M. Stanton      John S. Tsai          Vivien B. Weinman
Laura Stein              Trude A. Tsujimoto    Carol E. Welch
Kenneth D. Stephens      Vicki Tuchman         Eric J. Werner
Teresa D. Steuer         M. Louise Turilli     Edward C. Wetmore
Merrill B. Stone         David F. Tuthill      H. Katherine White
Angeline C. Straka       Doris K. Tuura        Paige W.R. White
Marc A. Strassler        Barbara A. Van Horn   Claude E. White
Emanuel D. Strauss       Richard G. Vasek      John C. Wilcox
Frederick G. Stueber     Kristina Veaco        Andrew M. Wilcox
Sandra L. Sussman        Tracie L. Vicki       Rose Marie Williams
Suzanne Suter            Justin L. Vigdor      Jan Williamson
Ray Sandy Sutton         Irma Villarreal       Joan M. Wilson
Jay L. Swanson           Robert D. Vilsack     Neal S. Winneg
Rebecca L. Taber         George R. Walls       John Wittkowske
Patricia Lovett Tai      Robert J. Walner      J. Taylor Woodward
Beverly T. Tangvik       Stephen G. Walsh      Carol Yancey
John K. Taylor           Carol J. Ward         Ardis Young
Herbert E. Taylor        Paul F. Washington    Joan C. Zimmer
Suzanne Schulze Taylor   Janet S. Watson




                                      34
PAST CHAIRMEN OF THE SOCIETY
Reed Hartel                1946-1948        Richard C. Rose         1979-1980
Jack D. Gunther            1948-1949        Rodney Harris           1980-1981
Dale Parker                1949-1950        Donald E. Pease         1981-1982
Fred W. Woods              1950-1951        Eugene J.T. Flanagan    1982-1983
Carroll O. Bickelhaupt     1951-1952        Richard M. Hays         1983-1984
John H. Manthis            1952-1953        Sidney F. Davis         1984-1985
L.E. Harmon                1953-1954        Martin A. Coyle         1985-1986
George K. McKenzie         1954-1955        Curtis H. Barnette      1986-1987
George L. Harding          1955-1956        Richard W. Duesenberg   1987-1988
Richard B. Loomis          1956-1957        Philip R. O’Connell     1988-1989
Ralph E. Bowers            1957-1958        Sheila MacAvoy Block    1989-1990
Bertram M. Betsch          1958-1959        Martin G. McGuinn       1990-1991
Sheldon F. Hall            1959-1960        P. Michael Phelps       1991-1992
Benjamin L. Rawlins        1960-1961        Judith A. Cion          1992-1993
Stanley A. McCaskey, Jr.   1961-1962        John H. Goetsch         1993-1994
John S. Black, Jr.         1962-1963        Stephen P. Norman       1994-1995
Randall Boyd               1963-1964        G. Penn Holsenbeck      1995-1996
T. Howard Keelor           1964-1965        Sigurd Ueland, Jr.      1996-1997
Samuel P. Martin           1965-1966        Carol A. Strickland     1997-1998
John O. Larson             1966-1967        Karl R. Barnickol       1998-1999
Charles J. Fellrath        1967-1968        D. Craig Nordlund       1999-2000
Edwin J. Putzell, Jr.      1968-1969        Gwenn L. Carr           2000-2001
Robert T. Kimberlin        1969-1970        Carol J. Ward           2001-2002
Herbert Morton Ball        1970-1971        Thomas C. Sanger        2002-2003
Berchel H. Harper          1971-1972        Margaret M. Foran       2003-2004
William H. Cann            1972-1973        Kathleen M. Gibson      2004-2005
Harold L. Glasser          1973-1974        Susan Ellen Wolf        2005-2006
Richard W. Newburgh        1974-1975        William J. Mostyn III   2006-2007
John C. Carter             1975-1976        Lydia I. Beebe          2007-2008
Richard S. Maurer          1976-1977        Craig D. Mallick        2008-2009
Milton H. Covey            1977-1978        Paul F. Washington      2009-2010
Frank A. Hutson, Jr.       1978-1979        Katherine K. Combs      2010-2011




                                       35
PAST SOCIETY NATIONAL CONFERENCES
1947-49   Harvard Club, New York City            1981       The Greenbrier
1950      Haddon Hall                            1982       Hyatt Regency Vancouver
1951      The Homestead                          1983       The Greenbrier
1952      The Broadmoor                          1984       The Broadmoor
1953-54   The Homestead                          1985       Boca Raton
1955      The Mount Washington Hotel             1986       The Westin, Seattle
1956      The Ahwahnee Hotel                     1987       The Greenbrier
1957      The Homestead                          1988       The Broadmoor
1958      The Greenbrier                         1989       The Greenbrier
1959      The Americana, Bal Harbour             1990       The Westin St. Francis
1960      The French Lick Sheraton Hotel         1991       Hilton International, Quebec
1961      Hotel Del Coronado                     1992       The Greenbrier
1962      Chalfonte-Haddon Hall                  1993       Marriott Rivercenter, San Antonio
1963      The Homestead                          1994       The Broadmoor
1964      Hotel Del Coronado                     1995       The Greenbrier
1965      The Greenbrier                         1996       The Westin, Seattle
1966      The Broadmoor                          1997       The Westin Copley Place, Boston
1967      The Homestead                          1998       Hotel Del Coronado
1968      The Greenbrier                         1999       The Greenbrier
1969      Fairmont Hotel                         2000       The Fairmont Hotel, San Francisco
1970      The Greenbrier                         2001       The Broadmoor
1971      Century Plaza                          2002       The Westin Harbour Castle, Toronto
1972      Hotel Vancouver                        2003       The Grand America, Salt Lake City
1973      The Greenbrier                         2004       The Westin Copley Place Hotel, Boston
1974      Cerromar Beach Hotel                   2005       The Westin Century Plaza, Los Angeles
1975      The Greenbrier                         2006       The Loews Philadelphia Hotel
1976      The Homestead                          2007       The Broadmoor
1977      Century Plaza                          2008       Boca Raton Resort & Club
1978      Boca Raton                             2009       Hotel Del Coronado
1979      The Greenbrier                         2010       Sheraton Chicago Hotel & Towers
1980      The St. Francis




UPCOMING CONFERENCES & 
EDUCATIONAL PROGRAMS
Below is a list of scheduled National Programs through July 2012:

Essentials–A Crash Course                             Essential Seminar
for the Corporate Secretary                           February 1 - 3, 2012
September 14, 2011                                    Disney’s Boardwalk Resort
Balboa Bay Club & Resort                              Orlando, FL
Newport Beach, CA
                                                      2012 National Conference
Issues Update                                         July 11 - 14, 2012
2011 Webinar                                          J.W. Marriott Washington DC
November 17, 2011                                     Washington, DC


                                                 36
PAST BRACEBRIDGE H. YOUNG
DISTINGUISHED SERVICE AWARD RECIPIENTS
The Society’s Bracebridge H. Young Distinguished Service Award was created to recognize
persons who have rendered unusual or exceptional service, or service consistently rendered over a
period of years, that directly furthers the Society’s goals in a significant manner. It is the Society’s
highest honor.


James J. Ryan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1988

Alan P. Vandevert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1989

John J. Phelan, Jr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1990

Donald D. Geary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1992

Victor Futter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1994

Jerome W. Breslow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1995

John B. Meagher . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1997

Terence J. Gallagher . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1998

Cheryl A. Sorokin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1999

Archie M. Bankston . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2000

Nicholas J. Calise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2001

James E. Buck . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2002

Don Hager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2003

Martin S. Wagner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2004

Earl R. Franklin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2005

James T. Byrne . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2006

Blanca N. Rosbach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007

Carl T. Hagberg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008

Robert B. Lamm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009

David W. Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010




                                                                            37
                                                 2011
                            BRACEBRIDGE H. YOUNG
                        DISTINGUISHED SERVICE AWARD
                                     TO
                                NEILA B. RADIN
Society Chair Katherine K. Combs                                            Neila’s distinctive leadership
and Chair-Elect John A. Seethoff                                            approach enabled the
are pleased to announce that                                                Committee to gather data and
Neila B. Radin is the 2011 recipi-                                          opinions, to support and encour-
ent of The Bracebridge H. Young                                             age draftspersons and commen-
Distinguished Service Award.                                                tators alike (giving them credit
This award recognizes persons                                               and never taking any for herself)
who have rendered unusual or                                                and to engage with the SEC staff
exceptional service, or consis-                                             in a constructive and respectful
tently rendered service over a period of years,             manner. She served, simultaneously, as both the
that directly furthers the Society’s goals in a sig-        ultimate team player and its captain.
nificant manner. It is the Society’s highest honor.
                                                            In addition to her role as Chair of the Securities
The Society has chosen Neila to receive this                Law Committee, Neila has been an active
award because of her exemplary and highly                   member of the Committee since 1996. She also
effective service as Chair of the Securities Law            serves as a member of the Policy Advisory
Committee since 2006 and for her contributions              Committee and the PCAOB Subcommittee. She
as a significant member of that Committee since             was a member of the Society’s Board of Directors
1996. The Securities Law Committee, which is                from 2006 to 2008. She has also served as a
composed of Society members with expertise in               member of the Educational Programs Committee
securities laws and regulation, is responsible for          and of the Listing Standards Committee. She is a
maintaining relationships on the Society’s behalf           frequent speaker and moderator at the Society’s
with the Securities and Exchange Commission and             conferences including Issues Update, Essentials
the Public Company Accounting and Oversight                 and the National Conference. In addition to her
Board. The Committee analyzes proposed rule                 involvement at the national level, she served as
changes, interpretations and legislation, gathers           President, Vice President, Program Chair,
data from members regarding the practical or                Secretary and Treasurer of the New York Chapter
operational implications of such actions, and               and still serves on its Advisory Committee. Neila
prepares constructive comments or other data                continues her dedication to her fellow chapter
for the SEC’s or PCAOB’s use in considering                 members by being only a phone call away with
such actions.                                               indispensible knowledge, experience and strength
                                                            for all that reach out to her.
Ms. Radin has served as Chair of the Securities
Law Committee during a period of extraordinary              Ms. Radin is a Senior Vice President and Associate
regulatory and legislative change following the             General Counsel of JPMorgan Chase & Co., with
financial crisis of 2008, including the Dodd-Frank          legal responsibility for mergers and acquisitions,
Act. During the last two years (since August                private equity, chief investment office, corporate
2009), under her direction and leadership, the              securities issuances and funding, and disclosure
Securities Law Committee (with the assistance of            issues affecting the Corporation. She was previ-
the Corporate Practices Committee) filed an                 ously associated with Simpson Thacher & Bartlett
unprecedented number of comment letters                     and Reboul, MacMurray, Hewitt, Maynard &
(25) on a wide range of issues of importance to             Kristol (now combined with Ropes and Gray LLP).
corporate secretaries, governance officers and              She is a graduate of New York University, B.A.
securities lawyers. Many of these issues were               (1974, magna cum laude) and the Harvard Law
highly complex and controversial, and Neila                 School, J.D. (1977).
proved to be extraordinarily effective at building
                                                            We in the Society are proud to share our friend
consensus and in coordinating the development
                                                            and colleague with her loving husband Norman,
of constructive analysis and commentary on
                                                            son Jeremy and daughter Ellys.
behalf of the Society.

                                                       38
EXHIBITORS
The Society welcomes the following exhibitors to the National Conference:

12      Agenda/ODX                                   15     ISS Corporate Services

25      American Stock Transfer & Trust              43     IVS Associates, Inc.
        Company, LLC
                                                     13     Jordan Lawrence
16      Audit Analytics
                                                     30     Laurel Hill Advisory Group
9       BNY Mellon Shareowner Services
                                                     44     Morgan Stanley Smith Barney
18      BoardVantage
                                                     7      NASDAQ OMX Corporate Solutions/
41      Bridgeway Software                                  NASDAQ OMX Directors Desk

1, 2    Broadridge Financial Solutions, Inc.         8      National Association of Corporate
                                                            Directors
14      Citco Corporate Services, Inc.
                                                     38     National Registered Agents, Inc.
36      Command Financial Press
                                                     17     NYSE Euronext
33, 34 Computershare/Georgeson
                                                     26     Phoenix Advisory Partners
32      Computershare Governance
        Services/TMF Group                           24     Practical Law Company

19, 20 Corporatek                                    29     RR Donnelley

4       Corporation Service Company                  39, 40 Society of Corporate Secretaries &
                                                            Governance Professionals
10      CT Corporation
                                                     5      Thomson Reuters
6       D.F. King Worldwide
                                                     22     Unclaimed Property Recovery &
23      DG3                                                 Reporting, LLC

28      Diligent Board Member Services, Inc.         21     Verbatim

31      Equisearch, Inc.                             35     Vintage Filings

37      Eversheds LLP                                3      Wells Fargo Shareowner Services

27      ICSA Software International Limited          11     Wolters Kluwer Law & Business




                                                39
EXHIBIT HALL (BROADMOOR HALL B)




                   40
Below is a list of company names, Exhibit Hall booth numbers, contact persons, telephone numbers
and website addresses for the vendors exhibiting here at the National Conference, along with vendor
information on their offerings. Please plan to visit the exhibitors’ booths to learn firsthand how you
might use the various products and services displayed.

The Exhibit Hall will be located in Broadmoor Hall B and will be open as follows:

Wednesday, June 22            6:30 p.m. to 8:00 p.m.
Thursday, June 23             7:30 a.m. to 12:15 p.m. and 1:45 p.m. to 5:30 p.m.
Friday, June 24               7:30 a.m. to 5:00 p.m.

The Conference Opening Reception will be held in the Exhibit Hall on Wednesday evening.

Coffee breaks and continental breakfasts will be served there on Thursday and Friday, as well as a
complimentary buffet luncheon on Friday.

The exhibitors are sponsoring daily cash-prize drawings open to nonexhibitor attendees. You are
invited to complete and deposit the designated prize drawing cards found in your registration
envelope. Daily cash drawings will take place during the afternoon coffee break on Thursday and
during the buffet lunch on Friday. You do not have to be present to win.


EXHIBITORS:
Agenda/ODX – Booth 12
1430 Broadway, 12th Floor
New York, NY 10018
212-542-1235
www.theodx.com
www.agendaweek.com

Christopher Burke, Kate Ventricelli

Agenda, a Financial Times service, is the most influential source of intelligence for today's corporate
directors. Agenda gives readers an in-depth look into the most relevant issues hitting corporate
boardrooms across the country. It delivers this information directly to thousands of U.S board
directors both online and in print weekly.

ODX is a directors-only conference covering the most challenging boardroom issues in a candid,
off-the-record environment. ODX is the only event where directors can share practical solutions to
their biggest boardroom challenges without intrusion from the press or sales-focused attendees.
90% of board directors attending ODX give the conference top marks.




                                                  41
American Stock Transfer & Trust Company, LLC – Booth 25
6201 15th Avenue
Brooklyn NY 11219
651-408-2862
www.amstock.com

John Baker, Michael Connor, Thomas Kies, Karri Van Dell, David Weeks

American Stock Transfer & Trust Company, LLC (“AST”) is a leading provider of registry services and
technology to financial market participants in North America, Australia, New Zealand, Hong Kong,
India, South Africa and the United Kingdom. AST provides comprehensive stock transfer and employ-
ee plan services to over 2,800 public companies and maintains approximately 7,000 issues. Our clients
range in size from initial public offerings to Fortune 100 companies. Founded in 1971 and headquar-
tered in New York, AST provides clients with customized solutions to fit their specific needs along with
access to the best systems, services, processes and products available today — around the globe.

Audit Analytics – Booth 16
9 Main Street
Sutton MA 01590
508-476-7007
www.auditanalytics.com

Joseph Cyr, Michael Nohrden

Audit Analytics is an independent research provider of audit, regulatory and disclosure intelligence.
Through an easy to-use online interface, Audit Analytics enables the accounting, legal and academic
communities to track, analyze and understand public company disclosure issues and trends. The
Audit Analytics Corporate Finance Professional subscription package includes access to both the
Audit + Compliance and Corporate + Legal modules. This subscription is designed specifically to
assist Corporate Finance Professionals in their annual and periodic filing reviews and presentations
to the Audit Committee.

BNY Mellon Shareowner Services – Booth 9
480 Washington Boulevard
Jersey City NJ 07310
888-647-8889
www.bnymellon.com/shareowner

Keri Branin, Joseph Campbell, John Castro, Lennie Kaufman, Tiffany Skiles, Anthony Thalman

BNY Mellon Shareowner Services is among the largest providers of stock transfer services in the
U.S. A world class provider of corporate equity solutions for more than 2,100 institutional clients rep-
resenting 35 million shareowner accounts worldwide, BNY Mellon Shareowner Services administers
employee stock plans with more than 2.7 million participants. BNY Mellon Shareowner Services offers
a broad suite of products and services ranging from record keeping and corporate actions to demutu-
alizations, dividend reinvestment administration, meeting services and employee plan administration.




                                                  42
BoardVantage – Booth 18
4300 Bohannon Drive, Suite 110
Menlo Park CA 94025
877-685-7348
www.boardvantage.com

Aisha Wallace-Wyche

BoardVantage is the leading provider of secure board portals for the browser and the iPad. Trusted
by dozens of Fortune 100 boards, the BoardVantage platform centralizes documents, processes and
communications. BoardVantage is SAS 70 Type II certified, and meets or exceeds the standards of
the most security conscious IT departments, including those of major financial institutions.

Bridgeway Software – Booth 41
6575 West Loop South, 3rd Floor
Bellaire TX 77401
888-272-4699
www.bridge-way.com

Kathy Harrison, Robin Keen, Ryan Kinsey, Bonnie Pastorius, Diana Sheley

Ranked #1 by corporate secretaries, Bridgeway’s Secretariat® automates compliance procedures
and reduces risk. Ensure that your corporate records are trustworthy and complete with
Secretariat’s integrated calendar, document templates and streamlined work processes. Use easy
step-by-step wizards, document templates and drag-and-drop report design. Distribute workload to
local offices while retaining corporate control and maintaining the most current entity information.
Manage costs, improve productivity, and reduce risk. Call Bridgeway, the most recommended cor-
porate legal specialist in best practices and software solutions.

Broadridge Financial Solutions, Inc. – Booth 1 & 2
51 Mercedes Way
Edgewood NY 11717
800-353-0103
www.broadridge.com

James Diaforli, John Dunn, Christopher Hummel, Marlayna Jeanclerc, Sid Rodrigue,
Merissa Sangenito, Glen Wittenberg

Today’s business environment is increasingly complex, creating challenges for corporate issuers to
effectively and efficiently address business needs. Partnering with Broadridge helps ensure success-
ful achievement of your business and financial objectives. Broadridge offers a unique shareholder
communications model that includes transfer agent solutions, proxy processing and annual meeting
expertise. We’ll invest our time and resources to develop a comprehensive set of solutions to direct-
ly meet your needs, thus reducing costs and improving efficiency for you and your organization.




                                                 43
Citco Corporate Services, Inc. – Booth 14
350 Park Avenue, 29th Floor
New York NY 10022
212-599-5470
www.citco.com

Kevin Penzien, Eric Van Aalst

Citco Companies have been providing international corporate services for over 70 years. Through its
network of global offices, Citco Companies offer a full range of international subsidiary management
services including company formation, domiciliation, management and bookkeeping. 40% of
Fortune 100 companies are clients of Citco Companies. Citco Companies offer Corporate Secretaries
of multinational companies and their staff a "single point of contact" for all foreign corporate secre-
tarial needs.

Command Financial Press – Booth 36
75 Varick Street
New York NY 10013
212-274-0070
www.commandfinancial.com

Ralph Anderson, Stephen McLoughlin

Command Financial, one of the Country’s largest financial printers, offers the latest in fully
integrated, technology-based solutions and personalized service related to data, document, and
distribution elements of document lifecycle management. Command provides public companies
with a full range of services including document design and composition; XBRL consulting and
production Services; EDGAR compliance filings; one of the country’s largest and most modern print
capacities; Notice & Access services; language translation; and other financial printing services.
Command also published the Command Proxy Rule Book, which covers disclosure requirements for
the upcoming proxy season.

Computershare/Georgeson – Booth 33 & 34
199 Water Street, 26th Floor
New York NY 10038
212-440-9800
www.computershare.com
www.georgeson.com

David Adamson, Katherine Anderson, Thomas Ferrari, Christopher Hayden, Sharon Lockett, Erik
Schwendenman, Patrick Tracey, Ian Yewer

Computershare Investor Services provides comprehensive, best-in-class transfer agent services for
more than 2,700 public corporations and closed-end funds, and their 17 million active shareholder
accounts. Our innovative solutions drive efficiency and increase accuracy. Georgeson, a
Computershare company, is a leading provider of proxy solicitation and corporate governance
consulting services. Georgeson offers unsurpassed advice and representation in mergers and
acquisitions, proxy contests and other extraordinary transactions.




                                                  44
Computershare Governance Services/TMF Group – Booth 32
100 Beard Sawmill Road
Trumbull CT 06611
203-447-5300
www.cgs.computershare.com
www.tmfgroup.com

Joseph DiLandro, Thomas Racicot, Brian Smith / Daniel Connell, James Menzies, Mariana O'Connell,
Mark Rutherford

TMF Group - Working out of 87 offices in 67 countries, TMF Group is the world’s leading independ-
ent provider of accounting and corporate secretarial services. The group’s activities are divided up
into nine services lines. For more in depth information about our services, please navigate to the
service line you wish to reach.

Computershare Governance Services - The leading global supplier of web based entity management,
board portal and subsidiary governance solutions. Over 250,000 legal entities across more than 60
jurisdictions are administered, governed and kept compliant using our software. Leading companies
from all market segments look to our team of governance specialists for proactive ways to stay com-
pliant and minimize risk in an ever increasing regulatory environment.

Corporatek – Booth 19 & 20
1255 Greene Avenue, 5th Floor
Westmount PQ H3Z 2A4 CANADA
514-937-9737
www.corporatek.com

Francine Goldenberg, Joe Grimaldi

Corporatek Software Products Group is the global leader in the Corporate Entity Management and
Subsidiary Governance world. Its constantly innovating state-of-the-art products and technologies
manage over 7 million entities worldwide every day making its presence in today's business and cor-
porate law landscape paramount. The range of software systems offered by Corporatek Software
Products Group (SPG) to the legal profession is unique in its breadth, reach and quality.

Each product of Corporatek SPG's Corporate Software Systems portfolio perfects the functions of
entity management and maintenance throughout the lifecycle of an entity including securities man-
agement, persons management, governance and compliance, legal and financial tracking, regulatory
forms generation and management, document automation, assembly and management, reporting
and e-filing and soundly aggregates them into a complete features set meeting the exact require-
ments of its target audience.

Corporatek SPG’s client base includes over 2000 clients in North America and Europe.




                                                 45
Corporation Service Company – Booth 4
2711 Centerville Road
Wilmington DE 19808
800-905-6584
www.cscglobal.com

John Berghoff, Brandy Chieffi, Carolyn Coffey, Melissa Davis, Jennifer Kenton, Laura McGettrick,
Dale Moore, John Roche, Darrell Slack, Neal Smith

Corporation Service Company (CSC), which was founded in 1899, is a leading provider of legal and
compliance services to corporations, law firms, and financial institutions. CSC supports the work of
the general counsel, corporate secretary, and in-house law department with matter management,
electronic billing, compliance, and document management solutions that integrate your disparate
data and information while streamlining your workflows. We have a singularly focused business
model and deliver solutions that do not include complex software implementation costs.

CT Corporation – Booth 10
111 8th Avenue
New York NY 10011
800-624-0909
www.ctcorporation.com

Adriane DePante, David Evans, Matthew McVeigh, Abby Melling, Phyl Monroe, Robin Priddis,
John Randazzo, Chris Weaver

CT Corporation is the leader for corporate business compliance, offering solutions for managing
corporate and secured transactions, entities, service of process, and statutory representation. CT
Corporation is committed to helping corporate legal departments and law firms find cost-effective
ways to embrace compliance best practices, reducing operational and brand risk.

D.F. King Worldwide – Booth 6
48 Wall Street
New York NY 10005
212-269-5550
www.dfking.com

Ann Bekesh, Tony Campos, Rebecca Kral

King is a leading full-service proxy solicitation and corporate/financial communications firm, special-
izing in proxy contests and tender/exchange offers for corporate control. The firm annually serves
the investor communications needs of public companies, mutual fund families and private equity
sponsors. The firm’s client advisory teams are comprised of highly skilled and dedicated profession-
als with complementary career backgrounds in law, corporate finance, public relations and securi-
ties research, trading and portfolio management, among others - averaging 21 years’ experience in
the financial markets. Our advisory team is available 24/7/365 and is supported by state-of-the-art
information management and communications technology.




                                                  46
DG3 – Booth 23
100 Burma Road
Jersey City NJ 07305
201-793-5058
www.dg3.com

Michael Spelman

DG3 is a worldwide leader in EDGAR and XBRL filing services, proxy process and document manage-
ment, and printing of shareholder materials. We provide customized compliance and document
management services for many of the largest publicly traded companies in the world. We offer a
comprehensive Environmental Impact analysis to all of our clients in an effort to demonstrate how
responsible they are in producing their shareholder communications.

With our new Total Source Compliance, DG3 provides your EDGAR filings, XBRL services, and Notice
& Access online document creation and hosting—all in one package. One annual subscription fee,
one point of contact. No surprises!

Diligent Board Member Services, Inc. – Booth 28
39 West 37th Street, 8th Floor
New York, NY 10018
877-434-5443
www.boardbooks.com

Jeff Hilk, Donna McManmon, Jeff Powell

Diligent Boardbooks is the global leader in board portals. Boardbooks provides board members
instant access to board and committee materials via a secure, web-based portal using a PC,
Macintosh or the Apple iPad. Additionally, Diligent provides administrative tools and a back-end
work-flow that greatly streamlines the assembly, approval and distribution of the board material;
ensuring authorized users have access to the same up-to-date information from any PC—
anywhere, anytime.

Equisearch – Booth 31
555 Taxter Road, Suite 210
Elmsford NY 10523
914-686-8000 or 800-477-3272
www.equisearchinc.com

Tim McDonald, Ed Scarborough

For over 20 years, Equisearch has been the market leader in providing Unclaimed Property Services.
Equisearch partners with leading financial institutions such as banks, brokerages, transfer agents,
mutual funds, insurance companies and other major corporations to help locate unclaimed property
and return it to its rightful owners. In the past 5 years, Equisearch has reunited over $6 billion in lost
assets to rightful owners. In addition, Equisearch also provides a broad range of Escheat
Management and Risk Mitigation Services.

Equisearch’s experienced management team, state-of-the-art technology platforms, industry leading
research/recovery processes and excellent customer service are what define our market leadership.




                                                   47
Eversheds LLP – Booth 37
1 Wood Street
London EC2V 7WS United Kingdom
44-845-497-8000
www.eversheds.com

Eversheds LLP is an international law firm with 48 offices in 30 jurisdictions.

Eversheds understands the need for clarity and confidence when managing subsidiary companies in
different jurisdictions. Recognising that a co-ordinated approach is essential to success, we offer an
international team dedicated to ensuring that your companies are given the very best in corporate
support and governance services through: a single point of contact with a dedicated project manag-
er, a co-ordinated international company secretarial team, our industry renowned Global Account
Management System for centralised and accountable billing and our commitment to tailor our serv-
ices to meet with your group guidelines

ICSA Software International Limited – Booth 27
99 Hawley Lane, Suite 1007
Stratford CT 06614
203-377-1500
www.icsasoftware.com

Rudy Escalante, Marisa McCarthy

ICSA Software is the world’s largest provider of entity management, corporate compliance and
governance software. Our flagship product, Blueprint OneWorld (Blueprint), assures that your
corporate secretarial system accurately represents the information from all jurisdictions. Standard
processes allow those who are the source of the information to easily communicate their changes
through Blueprint. Please visit us to discuss the best practices established by our parent company,
the Institute of Chartered Secretaries and Administrators (ICSA), and thousands of Blueprint clients
or to find out why 6 of the Fortune 10 choose Blueprint.

ISS Corporate Services – Booth 15
2099 Gaither Road
Rockville MD 20850
301-556-0500
www.isscorporateservices.com

Duncan Diuguid, Phillip Dupy, Kristine Lewis, Robert Stead

ISS Corporate Services (ICS) understands corporate governance. Our global client base extends to
more than 1,400 companies each year located in the U.S., Canada, U.K., Europe and Japan, as
well as other established and emerging markets worldwide. Since 1997, industry leaders have
leveraged our resources, tools and advisory services to help them design, manage and measure
their corporate governance programs in order to improve shareholder value and reduce risk. ISS
Corporate Services and Institutional Shareholder Services are subsidiaries of MSCI Inc., a publicly
traded company. Headquartered in Rockville, MD, ISS Corporate Services also has offices in Brussels
and London.




                                                   48
IVS Associates, Inc. – Booth 43
1925 Lovering Avenue
Wilmington, DE 19806
302 369-3779
www.ivsassociates.com

William Marsh

IVS provides independent Inspectors of Election for routine and contested shareholder meetings.
Our reputation for integrity, knowledge and experience are unparalleled in the proxy fight arena.
We will put those same qualities to work on your routine meeting where we provide an array of
services from complete tabulation to specialty bank/broker tallies to an audit of your tabulation. In
all cases a certification from IVS will demonstrate your commitment to good corporate governance
and reduce the prospect of litigation.

Jordan Lawrence – Booth 13
14567 North Outer Forty Drive, Suite 300
Chesterfield MO 63017
636-821-2222
www.JordanLawrence.com

Rebecca Perry

Jordan Lawrence combines two decades of records and information management experience,
exceptional domain knowledge and proven technology to deliver innovative solutions that solve
Information Governance, Privacy and Litigation Hold challenges quickly and confidently. Our unbi-
ased and proven solutions enable customers to comply with records management obligations,
reduce legacy information by over 40%, slash e-discovery and review costs and related risks, and
identify and resolve privacy exposures - all in just 30 to 90 days.

Laurel Hill Advisory Group – Booth 30
100 Wall Street, 22nd Floor
New York NY 10005
917-338-3181
www.laurelhill.com

Francis Byrd, Bill Catacosinos, John O'Grady, Frank Valenzuela

The Laurel Hill Advisory Group is the only independent provider of Shareholder Communication
and Corporate Governance Advisory services in North America. Our team of knowledgeable and
experienced professionals gives our clients access to first rate cross border capabilities that special-
ize in Annual Meeting Solicitation, Information Agent services, Mergers and Acquisitions, Corporate
Actions, Special Meeting Solicitation and Shareholder Asset Recovery Programs. We also afford our
clients with the most comprehensive Corporate Governance and Risk Assessment Consulting avail-
able anywhere.

Customer Relationship Management is paramount in our organization. We are here to assist you
with any questions or concerns you may have.




                                                   49
Morgan Stanley Smith Barney – Booth 44
787 Seventh Avenue, 13th Floor
New York NY 10019
212-783-2466
www.mssb.com/corporate

Sarah Betancourt, Julian Clark, Aegis Frumento, Maria Robins

Corporate Executive Solutions – Your Financial Advisor can provide expertise and transaction sup-
port for your concentrated stock position: Guard against insider trading perceptions, Customized
trading programs, Borrow to unlock the value of restricted securities, Tax-efficient liquidity strate-
gies, Conduct a personal and professional risk analysis and Strategic third-party relationships with
tax professionals.

Asset Protection and Risk Management – Your Financial Advisor can help identify threats that may
put your goals as risk, and help protect your stream of income: Provide downside stock price protec-
tion, Diversify a concentrated stock position, Monetize restricted stock and Create a plan for effi-
cient transfer of wealth to heirs or charity.

NASDAQ OMX Corporate Solutions/NASDAQ OMX Directors Desk – Booth 7
1 Liberty Plaza, 50th Floor
New York, NY 10006
800-990-6397
www.nasdaqomx.com/corporatesolutions

Kevin Asuncion, Elizabeth Porter, Jane Westhoff

Expanding upon our unrivaled, transformative trading technology, NASDAQ OMX Corporate
Solutions powers global business communications. From investor relations, to corporate communi-
cations, to governance, NASDAQ OMX is the first and only exchange dedicated to owning and oper-
ating Corporate Solutions that help public and private companies world¬wide minimize risk, maxi-
mize efficiency, and increase transparency. Of these, NASDAQ OMX Directors Desk is dedicated to
helping improve Board communications and effectiveness while relieving corporate executives of
the paperwork and time involved in keeping boards informed.

National Association of Corporate Directors – Booth 8
Two Lafayette Centre
1133 21st Street NW, Suite 700
Washington DC 20036
202-775-0509
www.NACDonline.org

Kelly Dodd, Michael DuBois, John McMahon, Brendan Sheehan, Steven Walker

The National Association of Corporate Directors (NACD) advances exemplary board leadership - for
directors, by directors. Our team provides the information and insights that board members rely
upon to confidently navigate business challenges and enhance long-term shareowner value.
Importantly, directors and boards turn to NACD to gain the knowledge and wisdom to become a
strategic asset to their companies, and NACD amplifies the collective voice of directors in the
national dialogue on board governance issues. NACD is the Voice of the Director. Our entire organi-
zation is focused on meeting the needs of board members, and supporting directors to perform
more effectively and efficiently.



                                                   50
National Registered Agents, Inc. – Booth 38
11600 College Boulevard, Suite 210
Overland Park KS 66210
800-550-6724
www.nrai.com

Tina Buchberger, Paul Hagan, Michael Keenan, Kent Rockwell, Charles Shampang

National Registered Agents, Inc. (NRAI) offers local and personalized service through experienced
professionals with the global strength of an industry leading corporate and legal services provider.
NRAI delivers services that transform the registered agent into a trusted business partner, services
that include corporate governance and compliance solutions, corporate transactional and due
diligence services, and risk management solutions. By focusing on our clients rather than the bot-
tom line and disinterested shareholders, NRAI has become the trusted partner of thousands of
companies and law firms of all sizes across the United States and around the world.

NYSE Euronext – Booth 17
11 Wall Street, 10th Floor
New York NY 10005
212-656-2820
www.nyse.com

Carol Hoover, Robert Schmidt

NYSE Euronext (NYX) is a leading global operator of financial markets and provider of innovative
trading technologies. The company's exchanges in Europe and the United States trade equities,
futures, options, fixed-income and exchange-traded products. With approximately 8,000 listed
issues (excluding European Structured Products), NYSE Euronext's equities markets - the New York
Stock Exchange, NYSE Euronext, NYSE Amex, NYSE Alternext and NYSE Arca - represent one-third of
the world's equities trading, the most liquidity of any global exchange group. NYSE Euronext also
operates NYSE Liffe, one of the leading European derivatives businesses and the world's second-
largest derivatives business by value of trading. The company offers comprehensive commercial
technology, connectivity and market data products and services through NYSE Technologies. NYSE
Euronext is in the S&P 500 index, and is the only exchange operator in the Fortune 500.

Phoenix Advisory Partners – Booth 26
110 Wall Street, 27th Floor
New York NY 10005
212-493-3910
www.phoenixadvisorypartners.com

David Bobker, Thomas Cronin, Ronald Schneider, John Siemann

Phoenix Advisory Partners is a specialized corporate governance consulting and advisory firm,
providing a full-range of proxy solicitation, governance and information agent services. Phoenix
provides service throughout North America, with principal offices in Toronto and New York. Clients
include companies of all sizes in a broad range of industries, from Agriculture to Textiles, and
includes 10% of the Fortune 100.

Phoenix provides guidance and support for both Annual and Special shareholder meetings, including
contested meetings and M&A transactions. Key issues include equity compensation plan ESG propos-
als, Say on Pay, and contested director elections. We also provide shareholder identification analysis,
vote outcome projections and retail as well as institutional investor communication campaigns.


                                                  51
Practical Law Company – Booth 24
747 Third Avenue, 36th Floor
New York NY 10017
646-562-3400
www.plclawdepartment.com

Jack Greene, Andrea Van Dell

Practical Law Company provides practical legal know-how to law firms, corporate law departments
and law schools. Our online resources help corporate secretaries and lawyers practice more effi-
ciently, get up to speed quickly and better control legal spending.

RR Donnelley – Booth 29
75 Park Place
New York NY 10007
800-424-9001
www.financial.rrd.com

Stacie Frost, Bridget Hughes, John Truzzolino

RR Donnelley creates, manages and delivers regulatory, transactional and compliance
communications required by the capital markets community. For our clients, we file more than
160,000 documents annually with the SEC and produce many of the critical communications for
business combinations, initial public offerings, compliance and other financial transactions. We also
tag, validate and furnish financials in XBRL to the SEC. We add value through highly personalized
and around-the-clock service, single-source solutions, Venue virtual data rooms, project manage-
ment, worldwide regulatory and industry expertise and insight that comes from more than 146
years of experience and achievement.

Society of Corporate Secretaries & Governance Professionals – Booth 39 & 40
521 Fifth Avenue, 32nd Floor
New York NY 10175
212-681-2000
www.governanceprofessionals.org

Nancy Ostin

The Society of Corporate Secretaries and Governance Professionals, Inc. (the Society) is a profes-
sional association founded in 1946 with 3,100 members who serve about 2,000 corporations and
other entities.

Our members are responsible for advising boards of directors and their audit, compensation and
governance committees, as well as executive management, on corporate governance and disclo-
sure, and the management of governance processes including the annual meeting of shareholders.
Our members also interact with investors and other stakeholders on corporate governance, and
provide expertise to their organizations on securities laws, including U.S. and international securities
offerings, listing requirements, accounting rules and governance best practices.

Our members have been on the front line in designing and implementing the disclosure and gover-
nance enhancements required by the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act of 2002, and
related rules of the Securities and Exchange Commission, the Public Company Accounting Oversight
Board, and the stock exchanges.



                                                  52
Thomson Reuters – Booth 5
1100 Thirteenth Street NW, Suite 200
Washington DC 20005
800-669-1154
www.accelus.thomsonreuters.com

Thomson Reuters is the world’s leading source of intelligent information for businesses and profes-
sionals. Thomson Reuters Accelus™ BoardLink is an easy-to-use, online board portal offering a
secure, online location for collaboration and communication of critical company information.
BoardLink makes it easy to compile and distribute board books, communicate with your board on a
secure site, and keep everyone up to date with a minimum of effort. Streamline the board commu-
nication process and give directors access to critical company and business intelligence with
BoardLink.

Unclaimed Property Recovery and Reporting, LLC – Booth 22
450 7th Avenue, Suite 1300
New York NY 10123
212-971-3333 ext. 12
www.uprrinc.com

Ray Boone, Jennifer Borden, John Carney, Michael Foley, John Molloy

For nearly two decades, UPRR has worked with companies to develop customized shareholder loca-
tion solutions that minimize liability and risk by locating lost investors, motivating them to action
and reconnecting them with their assets. UPRR’s professional staff will pinpoint your company’s risk
avoidance opportunities, formulate a plan to enhance investor communication and initiate value-
added services. Among these services are UPRR’s technologically-astute, cutting-edge owner loca-
tion programs which exceed state due diligence and SEC requirements. UPRR has proudly reunited
millions of investors with billions of dollars in assets.

Verbatim – Booth 21
51 West 52nd Street
New York NY 10019-6142
212-506-5000
www.verbatimglobal.com

Lea Manalo, Seth McNary, Jonathan Ocker, Pia Victor

Verbatim, a wholly owned subsidiary of Orrick, Herrington & Sutcliffe LLP, is exclusively engaged in
the business of successfully and cost effectively managing subsidiaries for major multinational cor-
porations. Verbatim’s dedicated compliance specialists serve as a single point of contact for manag-
ing annual and routine subsidiary compliance. We utilize state-of-the-art technology solutions that
allow client stakeholders – legal, tax, finance, HR and stock administration – to communicate and
collaborate in real time on subsidiary information, e-minute books, compliance calendars and much
more. Verbatim’s partnerships with its diverse client community establishes it as a “thought leader”
and enhances in-house compliance by creating a more streamlined, pro-active and safe environ-
ment for managing subsidiary governance.




                                                 53
Vintage Filings – Booth 35
5670 Wilshire Boulevard, Suite 1530
Los Angeles CA 90036
310-417-1047
www.vfilings.com

Lauren Brown, Vicki Tisdale

Vintage Filings, a division of PR Newswire, is a full service financial filing and printing firm. With over
4,500 clients, Vintage has quickly become the fastest growing EDGAR firm nationwide. Vintage
works in partnership with its clients to provide the knowledge and service necessary to meet the
constantly changing requirements in SEC filing regulations. Vintage Filings' services include: EDGAR,
XBRL, Section 16 Filings, Mutual Fund services, Typesetting, Print Services, Virtual Data Rooms, and
Transactional work.

Wells Fargo Shareowner Services – Booth 3
161 N. Concord Exchange
South St. Paul MN 55075
800-767-3330
www.wellsfargo.com/com/shareowner_services

David Dixon, Kenneth DuPree, Lori Lauber, William Milbauer, Deborah O'Donnell, Emily Ryan, Jeffrey
Seadschlag

Since 1929, Wells Fargo Shareowner Services has been the stock transfer unit of Wells Fargo. Today,
more than 850 issuers and their over 8.2 million shareowners benefit from our best-in-class service
as illustrated by our consistent, top rankings in industry surveys. From our comprehensive transfer
agency offerings to leading corporate actions capabilities, we expertly deliver the complete array of
agency services available in the marketplace.

Wolters Kluwer Law & Business – Booth 11
2700 Lake Cook Road
Riverwoods IL 60015
888-224-7377
www.corporatecounsel.cch.com

Tom Bader, Barbara Freeman, Janeen Kopale

Wolters Kluwer Law & Business is a leading global provider of research products and workflow
solutions in key specialty areas including: corporate governance, securities, banking and finance,
international law, labor and employment, and privacy. Its major product lines include the long-
trusted resources of Aspen Publishers and CCH. Stop by our booth to see our online CCH Corporate
Governance Guide and our new CD&A charts which will assist in the often challenging task of draft-
ing Compensation Discussion & Analysis disclosure. It provides a database of the CD&A sections
from publicly-filed proxies and other documents from Fortune 200 companies.




                                                    54
 S O C I E T Y                             O U T R E A C H




    Member-Get-A-Member Campaign
      June 25 – November 30, 2011
                                Reach out to colleagues,
                         friends, clients, and industry contacts;
                         invite them to consider the rewards of
                               membership in the Society.

The number one reason that a new member joins the Society is because another
member invited them. Tell your colleagues how you have benefited from your Society
membership and send them to our web site: www.governanceprofessionals.org.

Prefer to refer? We are glad to do the legwork, so send the National Office your list of
should-be members (attention to our Membership Team, Nancy Ostin and Zoe O’Brian).

Help build your chapter and enrich your own professional contacts, and win recognition
from the Society (the Society recognizes our best member recruiters with awards).

For more information, contact Nancy Ostin at nostin@governanceprofessionals.org
or Zoe O’Brian at zobrian@governanceprofessionals.org; telephone 212-681-2000.
see you next year!


July 11 - July 14, 2012
JW Marriott Washington DC
Washington, DC




                                       PaPER aND PRiNtiNG COURtESy Of DG3, DiVERSifiED GLOBaL GRaPhiCS GROUP
                                                                                                               COVER DESiGN DEkkER BaBiaN LtD, NyC




Society of Corporate Secretaries and
Governance Professionals
521 Fifth Avenue, 32 Floor
New York, NY 10175

212 681 2000
fax 212 681 2005
www.governanceprofessionals.org

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:49
posted:7/12/2012
language:English
pages:58
wangnuanzg wangnuanzg http://
About