1. Presentation by John C. Wilcox Vice Chairman, Georgeson Shareholder Communications Inc. Governor, International Corporate Governance Network 4 December, 2002 “Board Independence - What Is It Good For” At DSW’s Third Corporate Governance Conference

2. “Corporate directors are like subatomic particles - they behave differently when they are being observed.” Nell Minow Independent observers are more effective than friendly observers.

3. Intelligent Shareholder Communications *The Board is responsible for resolving the structural conflicts that arise between the competing but equally valid goals of management and shareholders on the following issues: Control and Takeover Bids Nomination of Directors Capital Structure Shareholder Rights Corporate Governance Principles Corporate Social Responsibility Compensation of Senior Management Performance and Business Strategy The Corporate Governance Triangle PERFORMANCE POLICY & BUSINESS STRATEGY OVERSIGHT FIDUCIARY REPRESENTATION ELECTION COMMUNICATION INVESTMENT $ INVESTOR RELATIONS DISCLOSURE DIVIDENDS & GROWTH DIRECTORS MANAGEMENTSHAREHOLDERS MEDIATION & CONFLICT RESOLUTION* DIRECTORS MANAGEMENT SHAREHOLDERS In the U.S. before takeovers and the rise of institutional activism, the Corporate Governance Triangle looked like this: © Copyright Georgeson Shareholder Communications, 2002. All Rights Reserved.

4. Three Questions: 1. How should independence be defined? 2. How should independence be measured? 3. When independence has been achieved on paper, how does it work in practice?

5. Goals of Independence: F Remove economic conflicts. F Remove personal conflicts. F Remove fear of retribution. F Create an environment that encourages skepticism and dissent. F Ensure that decisions are made-  with complete information  impartially  consistently  with integrity  with due diligence  on the merits  in the best interests of the corporation

6. The changing culture of the boardroom - from collegiality to diligence.

7. The dilemma of the personal dimension - qualities of character cannot be measured externally.