AGENDA

SATURDAY | OCTOBER 18, 2003

10 A.M. - 4 P.M.

PRE-CONFERENCE SEMINARS
Pierce Room

Optional – separate registration fee.

Director Professionalism

An intensive refresher course to help new and seasoned directors define their roles and responsibilities in today’s corporate governance environment. This is the most thorough and practical board “orientation” available to corporate directors in just one day. Packed with practical take-home references, the program includes a review of charters, committee responsibilities, and directors’ fiduciary duties, as well as best board practices.

FACULTY: J. Otis Winters, former Lead Director, Dynergy; John J. Gorman, Partner, Luse Lehman Gorman Pomerenk & Schick, and Former Special Counsel, SEC; Peter R. Gleason, Director, NACD’s Center for Board Leadership

SUNDAY | OCTOBER 19, 2003

8:30 A.M. – 3:30 P.M.

PRE-CONFERENCE SEMINARS
Optional – separate registration fee.

Scrutinizing Financial Statements
Taft Room (2nd Floor)

What every director without CFO-level financial training should know about corporate finances. Plus, learn what questions to ask about an audit and how to recognize the red flags of unethical management, stressed management, fraud, and ineffective auditors.

FACULTY: Jim Darazsdi, CEO, RainMakers Consulting, Director of Hyde Manufacturing, Perdue Farms, Inc., High Industries, Inc., and Executive Vice Chairman of Interstate Resources, Inc.

Audit Committees: Improving Quality, Independence, and Performance
Douglas Room (2nd Floor)

Learn about the tools you need for practicing proactive risk oversight.We’ll help you clearly define your committee’s goals, processes, and responsibilities, benchmark your practices against the best of others, and get up to speed on today’s issues.

FACULTY: Mark C. Terrell, Executive Director, KPMG's Audit Committee Institute

Role of the Board in Risk Oversight: Board Leadership in Turbulent Times
Chase Room (2nd Floor)

A groundbreaking program that offers a practical guide to preventing major types of corporate risk. Learn about good governance guidelines, detect failures in risk management practices, and review best practices for dealing with crises if they do occur.

FACULTY: Gerry Czarnecki, CEO, Deltennium Corporation, and Director, State Farm Insurance Companies

3:30 - 6:30 P.M. - REGISTRATION & INFORMATION
Ballroom Lobby, Lower Level

Pickup name badges for admission to Reception.
Reference Notebooks available for check-out.

6:00 – 7:00 P.M.

Gala Welcome Reception, Crystal Room

SPONSORED BY:

monday | OCTOBER 20, 2003

7:00 – 7:45 A.M. – CONTINENTAL BREAKFAST AND REGISTRATION
Prefunction Area, Lower Level

7:45 – 9:15 A.M. – PLENARY SESSION
Ballroom

The Real Deal: What Has Changed In the Post-Reform Boardroom?

Corporate directors charged with establishing new governance structures at some of the nation’s most intensely-scrutinized companies speak out about the real work required to exact change in the boardroom: meeting stringent new guidelines, ensuring that all directors are engaged, and meeting the expectations of shareholders in a climate of extreme distrust.

MODERATOR: Charles Elson, Edgar S.Woolard, Jr. Professor of Corporate Governance, Director of the Center for Corporate Governance, University of Delaware, and Director, Nuevo Energy and Autozone, Inc.

PANELISTS: John A. (Jack) Krol, former CEO, Dupont and Lead Director, Tyco International; Richard C. Breeden, Corporate Monitor, MCI/WorldCom, and former SEC Chairman; Betsy S. Atkins, former Director, Lucent and HealthSouth and Director, Polycom

9:15 – 9:30 A.M. - BREAK

9:30 – 10:15 A.M. – KEYNOTE SPEAKER
Ballroom

Beyond Compliance: Board vs. Regulator’s Role in Governance Reform
Cynthia A. Glassman, SEC Commissioner

Is compliance with Sarbanes-Oxley-driven reforms sufficient to ensure board effectiveness and reduce risk? What other critical issues might be ignored by a board focused only on minimum regulatory requirements? More than one year after the most aggressive governance-related reforms in history, Commissioner Glassman provides an update on the SEC’s enforcement of Sarbanes-Oxley and where directors should focus next.

10:15 – 10:30 A.M. – BREAK

10:30 – 11:45 A.M. – CONCURRENT WORKSHOPS: Select From Three Choices

Board and Shareholder Communications: Oxymoron or Necessity?
Douglas Room

MODERATOR: Warren L. Batts, former Chairman and CEO, Tupperware and Premark International, and Director, Sears, Roebuck and Co.

PANELISTS: Richard H. Koppes, Of Counsel, Jones Day and former Deputy Executive Officer and General Counsel of the California Public Employees’ Retirement System (CalPERS); Peter M. Gilbert, Chief Investment Officer, Pennsylvania State Employees' Retirement System

D&O: Does Good Governance Count, and Are You At Risk?
Pierce Room

MODERATOR: John F. Olson, Senior Partner, Gibson, Dunn & Crutcher

PANELISTS: William A. Cotter, Senior Vice President and Chief Underwriting Officer, National Union/AIG; William T. McGinty, President and CEO, NASDAQ Insurance Agency

Companies in Crisis: Minimizing Fallout Through Board Leadership
Buchanan Room

MODERATOR: Suzanne Hopgood, President, The Hopgood Group

PANELISTS: Norman R. Augustine, Director and former Chairman, Lockheed Martin Corporation, Director, Conoco Phillips, Black & Decker, Procter & Gamble, and Co-Chair, NACD Blue Ribbon Commission on Risk Oversight; J. Otis Winters, former Lead Director, Dynegy; Michael W. Tankersley, Partner and Group Leader of Corporate Practice, Bracewell & Patterson

Board Responsibility and Liability: Is There A New Line in the Sand?
Ira M.Millstein, Senior Partner,Weil, Gotshal & Manges LLP

Advisor to the boards of major corporations such as Disney, General Motors,Westinghouse, Bethlehem Steel, Empire Blue Cross, and the California Public Employees’ Retirement System (CalPERS), Ira Millstien is one of the nation’s preeminent corporate governance experts. Speaking from his experience on the front lines of corporate distress, Mr. Millstein will help us determine where the ultimate responsibility of corporate directors begins and ends with respect to the corporation and to shareholders.

1:30 – 1:45 P.M. – BREAK

1:45 – 3:00 P.M. – CONCURRENT WORKSHOPS: Select From Three Choices

Has the Bar Been Raised on the Business Judgment Rule...And Have Your Fiduciary Duties Changed?
Pierce Room

MODERATOR: Cynthia L. Richson, Esq., Corporate Governance Officer, OPERS, and former Director, State of Wisconsin Investment Board (SWIB)

PANELISTS: Stephen P. Lamb, Vice Chancellor, Delaware Chancery Court; William H. Levit, Jr., Godfrey & Kahn; Herbert A. Denton, President, Providence Capital, Inc.

Governance Committees: Structures, Roles, and Responsibilities
Buchanan Room

MODERATOR: James J. Darazsdi, President, RainMakers Management Consultants and Director, Hyde Manufacturing and Purdue Farms

PANELISTS: Robert B. Stobaugh, Charles E.Wilson Professor of Business Administration, Emeritus, Harvard Business School; Bill J. Gagliano, Partner, Ulmer & Berne LLP and Member, Board of Governors and Governance Committee Chairman, The American Red Cross; Constance J. Horner, Chairman of the Corporate Governance Committee, Pfizer, Inc.

Avoiding the Limelight: Lapses in Corporate Ethics Programs and How to Prevent Future Shocks
Douglas Room

Sherrie G. McAvoy, National Director, Corporate Compliance and Ethics Services, Deloitte & Touche

3:00 – 3:15 P.M. - BREAK

3:15 – 4:30 P.M. – KEYNOTE SPEAKER
Ballroom

Restoring Public Trust In Corporate Accounting…and Corporate America

William J. McDonough, Chairman, Public Company Accounting Oversight Board

Confidence in the accuracy of accounting statements is the bedrock of investors in their willness to invest, in lenders to lend, and for employees knowing that their firm's obligations to them can be trusted. Chairman McDonough will address the PCAOB’s approach to accounting reform and, more importantly, the integral role of boards in restoring shareholder/stakeholder trust in audit and financial oversight.

4:30 – 5:15 P.M. – PLENARY SESSION

Achieving Audit Committee Quality and Independence

Mark C. Terrell, Executive Director, KPMG Audit Committee Institute; Gwendolyn S. King, Director, Lockheed Martin and President, Podium Prose LLC; Gerry C. Czarnecki, CEO, Deltennium Corporate and Director, State Farm Insurance Companies

6:15 – 9:30 P.M.

6:15 – 7:00 P.M. – Reception

7:00 – 9:30 P.M. – Dinner, Award, and Remarks

All conference attendees are invited to this gala event honoring NACD’s Director of the Year 2003 Raymond S. Troubh, Chairman, Enron Corporation

Tuesday | OCTOBER 21, 2003

7:00 – 8:15 A.M. – EARLY BIRD SESSIONS: Select From Three Choices

Lesson Learned from Shareholder Litigation
Crystal Room

MODERATOR: Holly J. Gregory, Partner, Corporate Governance Group,Weil, Gotshal & Manges LLP

PANELISTS: Steve Shappell, Esq., Director FSG Legal, AON Risk Services; Carol Hansell, Senior Partner, Davies Ward Phillips & Vineberg LLP; Robert E. Curry, Jr., Kirby, McInerney & Squire

Family Board Governance
Douglas Room

MODERATOR: Jack Veale, President, PTCFO, Inc., and former President, Connecticut Chapter, NACD

PANELISTS: John C. Moore, Trustee, Frank W. Moore Trust and founding Chairman, NACD’s Washington DC Chapter; Thomas J. Sherwin, President and CEO, CEO Resources, Inc.; John S. Santa, Chairman and CEO, Santa Energy

Compare and Contrast Independence for Corporate and Mutual Fund Directors
Taft Room

MODERATOR: Jameson A. Baxter, Baxter Associates, Inc.

PANELISTS: Edward V. Regan, President, Baruch College and former New York State Controller; Peter C. Clapman, Senior Vice President and Chief Counsel for Corporate Governance, TIAA-CREF; Allan S. Mostoff, President, Mutual Fund Directors Forum

8:30 – 9:15 A.M. – KEYNOTE SPEAKER
Ballroom

Rumblings from Delaware: Are Directors More Liable in the Court of Law?
The Honorable E. Norman Veasey, Chief Justice, Supreme Court of Delaware

9:15 – 10:30 A.M. – PLENARY SESSION
Ballroom

Executive Compensation: Mending a Broken System

A REPORT OF THE 2003 NACD BLUE RIBBON COMMISSION ON EXECUTIVE COMPENSATION

MODERATOR: Robert B. Stobaugh, Charles E.Wilson Professor of Business Administration, Emeritus, Harvard Business School

PANELISTS: Barbara Hackman Franklin, President, Franklin Enterprises, Director, Aetna, and 29th U.S. Secretary of Commerce, Co-Chair of the NACD Blue Ribbon Commission

William W. George, former CEO and Chairman of the Board,Medtronic, Director, Goldman Sachs, Co-Chair of the NACD Blue Ribbon Commission

Pearl Meyer, Chairman, Pearl Meyer & Partners

10:30 – 10:50 A.M. – BREAK

10:50 A.M. – 12:05 P.M. – CONCURRENT WORKSHOPS: Select From Three Choices

Board and Committee Evaluations: Best Practices for Boards
Crystal Room

MODERATOR: B. Kenneth West, Senior Consultant for Corporate Governance to TIAA-CREF and Director, Motorola

PANELISTS: Robert E. Hallagan, Vice Chairman, Heidrick & Struggles International, Inc.; David J. Nygren, PhD, Principal, Mercer Delta; Kathryn A. Paul, President, Delta Dental of Colorado

Corporate Governance Ratings: Effective Agents of Good Governance?
Douglas Room

MODERATOR: Jeffrey Sonnenfeld, Chairman and President, The Chief Executive Leadership Institute and Associate Dean for Executive Programs at the Yale School of Management

PANELISTS: Patrick S. McGurn, Institutional Shareholder Services; Nell Minow, Founder, The Corporate Library; Gavin Anderson, CEO, Governance Metrics

Recruiting for Board Diversity and Effectiveness
Taft Room

MODERATOR: Pablo M. Schneider, MSBA, former President, ACTI (Blue Cross and Blue Shield de Mexico), Director, Texas Lyceum Association

PANELISTS: Jane Evans, Managing Partner, Directors' Council; Ira D. Hall, President and CEO, Utendahl Capital Management, former Treasurer, Texaco, Inc., and Chairman, Executive Leadership Council

 

12:00 P.M. - Conference Adjourns