Creating a Corporate Governance Institute Roger W. Raber President & CEO National Association of Corporate Directors (NACD) Washington, DC

2 About NACD n 10,000 members and customers throughout the world n Non-profit, non-lobbying organization n Association of directors by directors n Mission is to improve leadership in for- profit companies n Services are publications, education programs (public and in-company), best practices research, local peer group meetings, and individual guidance

3 Structure of an Institute n Management – staff resources to build an Institute; n Research & Development – staff with “content-rich” background in corporate governance; n Meetings & Education – staff with background in administering conferences, meetings, and education programs; and

4 Structure of an Institute… n Customer Service / Database Management – staff who are customer-friendly and have computer background; n Marketing – staff with sales and marketing background with emphasis on electronic / Web site promotions and sales.

5 Services of an Institute n Publications: Manuals, guidelines, information on boards from start-up companies, family-held businesses to largest corporations – from building a board, to audit committee quality, to getting behind the numbers. n Education – Peer Interaction: local, regional, and in-boardroom seminars of small groups focused on sharing best practices, identifying critical and emerging issues, and developing competencies for new and continuing directors.

6 Services of an Institute… n Guidance: Provide information and advice to members on any and all issues in governance – from general governance principles, to committee structure, to fiduciary responsibilities – members need access to information quickly and efficiently – , fax, conversation.

7 Funding of an Institute n Membership Dues – 30-40% of revenue – provide newsletters, discounts on publications and meetings, and peer guidance n Publications – 25-30% of revenue – manuals, guidebooks

8 Funding of an Institute… n Education Programs – 25-30% of revenue – local / regional programs, and in-company boardroom sessions n Corporate Sponsorship – 20-25% of revenue from high profile, very reputable board advisers – KPMG, McKinsey, AON, Heidrick & Struggles

9 Developing a Strategy for an Institute n Form Affiliations and Alliances with organizations in need of board leadership and director excellence – World Bank, CEO-based industry associations – America’s Community Bankers, Council of Growing Companies, Executive Leadership Council. n Major focus on “board leadership and excellence” not necessarily on legislative / regulatory / shareholder lobbying interests.

10 Developing a Strategy for an Institute… n Build a board, advisory committee, faculty, and writers / editors who are well known, preeminent, and respected in the corporate community. n Integrity, Trust, Independence, Credibility, and High Standards are hallmarks of an Institute on Corporate Governance.