SSA Executive Search Int’l Ltd April 18, 2007 The Board Institute, Inc. OAK/SSA Executive Search Int’l, Ltd. “BOARDS OF DIRECTORS and the CFO” Presented by: Susan F. Shultz INLAND EMPIRE CHAPTER

SSA Executive Search Int’l Ltd  New Mandates for Evaluation and Education  Class Action Lawsuits  Increased D&O Insurance and Compliance Costs  Shareholder Activism and Lack of Trust  Compensation Excesses NYSE: “The board should conduct a self- evaluation at least annually to determine whether it and its committees are functioning effectively”

SSA Executive Search Int’l Ltd Better Boards = Better Companies

SSA Executive Search Int’l Ltd We have a rare opportunity to make a difference – to transform boards from being the problem into the solution. We have the best governance system in the world.

SSA Executive Search Int’l Ltd Why the focus on CFOs ■ Heightened Risk/Market Abuses ■ Regulation ■Certifications ■Compensation Revelations ■ Shareholder Activism ■ Linkage between Good Boards and Successful Companies

SSA Executive Search Int’l Ltd We must not confuse governance with compliance

SSA Executive Search Int’l Ltd The only person who won’t serve is the one you don’t ask!

SSA Executive Search Int’l Ltd ■ Assessment/Accountability ■ Skyrocketing Costs ■ Changing Role of Auditor ■ Extreme Pay ■ Small/Private Business ■ Non Profits New CFO Challenges

SSA Executive Search Int’l Ltd “Too many boards reward mediocrity and failure” $

SSA Executive Search Int’l Ltd

How do you know if you have a good board? You measure it.* *The Audit Committee Index The Board Institute/FERF

SSA Executive Search Int’l Ltd The dramatic untold stories are the companies that have avoided crises and succeeded, because of the advice and counsel of strategic boards of directors.

SSA Executive Search Int’l Ltd IF WE DON’T GOVERN WELL, THE GOVERNMENT WILL DO IT FOR US.

SSA Executive Search Int’l Ltd Better Boards = Better Companies A Rare Opportunity

SSA Executive Search Int’l Ltd Susan F. Shultz The Board Institute, Inc. SSA Executive Search Int’l, Ltd For copies of The Board Book (AMACOM)