1. ADVANCING EXEMPLARY BOARD LEADERSHIP Washington Update Peter Gleason Managing Director and CFO, NACD

2. 2 Washington Update Voice of the Director –Founded in 1977 –Membership of over 11,000 directors rely on NACD for: Peer-to-peer and stakeholder dialogues –Chapter programs in 22 locations –Roundtables, Committee Chair Advisory Councils Director and board education and development –Annual NACD Board Leadership Conference –Director Professionalism, The Master Class Governance research and publications –Blue Ribbon Commission Reports –Public and Private Company Governance Surveys Advocacy

3. 3 Washington Update Regulation Updates –Say on pay High support for compensation plans was just the beginning Say-on-pay lawsuit allowed to proceed against Cincinnati Bell –Potential of future litigation Say on golden parachutes –Proxy Access Private ordering (14a-8) of proxy access went into effect in September Impact for 2012?

4. 4 Washington Update What Is NACD’s Role in Leg. and Reg. Issues? –PCAOB concept releases NACD submitted comments on the concept release on AD&A We will comment on the auditor rotation concept release –SEC rulemaking Director hedging, pay for performance, pay ratios, clawbacks Conflict minerals Whistleblowers –Testimony/exposure on the Hill –Ken Daly testified to a House Subcommittee –NACD wrote a letter to Rep. Grimm regarding his bill to amend the whistleblower rule in Dodd-Frank

5. 5 Washington Update How Does a Board Become More Washington Aware? –There are many outlets that provide good overviews and updates NACD Directorship magazine’s “Washington Update” NACD/KPMG Quarterly webcasts Friday’s NACD Insights & Analysis in NACD Directors Daily –Other sources of information Business Roundtable CII U.S. Chamber of Commerce RiskMetrics Blog

6. 6 Washington Update Looking Ahead –Impact of 2012 elections on the Hill –More activity coming from SEC, PCAOB, and other regulators –5 areas of focus for boards in 2012 Risk oversight Strategic planning in light of emerging trends Succession planning for CEO and the senior management team Stronger boards, stronger companies Communications