The Premier Knowledge exchange for directors committed to Boardroom excellenceJoin 800 of your fellow board members to stay ahead of the curve on leading practices, emerging developments and key committee issues.

Act Now! Sold out last year. Early bird savings end July 31.

JW Marriott Hotel | Washington, DC | October 2–4, 2011 | NACDonline.org/conference

The role of a director is changing dramatically and the NACD Corporate Governance Conference is a great place to stay current. Even the most experienced directors will come away feeling recharged and ready with fresh approaches to board leadership.

John (Jack) Lowe, chairman, ZaLe corporation

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Reserve Your Seat Today to Learn with Directors and Top Executives from…

Who Will Be There More than 800 corporate directors: key committee chairs and board

chairs

Corporate officers and C-suite executives from companies including Microsoft, Lockheed Martin and CA Technologies

Capitol Hill names and faces, Administration decision-makers and your shareowners.

Join us in the heart of Washington, DC to impact how governance issues and policies are shaped.

Speakers Include:Ambassador Charlene BarshefskyFormer U.S. Trade Representative

Sir Peter Bonfield, CBEChair, NXP Semiconductors; Director, Sony Corporation, L.M. Ericsson, Mentor Graphics Corporation Inc., TSMC

James BradyDirector, Constellation Energy Group, McCormick & Company, Inc., T. Rowe Price Group, Inc., NexCen Brands, Inc.

Ken DalyPresident and CEO, NACD

James DotyChairman, Public Company Accounting Oversight Board

Tiffany DufuVice President, The White House Project

Dr. Elaine EisenmanDirector, DSW, Inc., Active International

The Honorable Vic FazioDirector, Northrop Grumman, Ice Energy, Inc., the U.S. Capitol Historical Society, UC Davis Medical School Advisory Board, UC Davis Foundation

The Honorable Barbara Hackman FranklinChairman, NACD; Former U.S. Secretary of Commerce ; Director, Aetna, Inc., Dow Chemical

Jean-René Gougelet Director, Libbey Inc., Trudeau Corp.

Bonnie HillDirector, The Home Depot, Yum! Brands, AK Steel Holding Corp., California Water Service Group

Michele HooperDirector, PPG Industries, Inc., Warner Music Group Corporation (WMG), UnitedHealth Group, AstraZeneca PLC, NACD

Yvonne JacksonDirector, Spartan Stores, Winn-Dixie, Association of Governing Boards of Universities and Colleges, Girls Inc.

Gwen KingDirector, Lockheed Martin, Marsh & McLennan Companies, Inc., Monsanto Company

Todd KingmaExecutive Vice President, General Counsel and Secretary, Perrigo

Jack KrolChairman, Delphi; Director, ACE Ltd., Pacolet Milliken Enterprises Inc., Norvax Inc.

Chris KubasikPresident & COO, Lockheed Martin Corporation

Kathleen MahoneyEVP General Counsel & Secretary, Nash Finch

Governor Bill OwensDirector, Key Energy Services, Cloud Peak Energy, Bill Barrett Corporation, FESCO

Myrtle PotterDirector, Medco Health Solutions, Inc, 3G Biotech, LLC, Everyday Health, Inc.

Ambassador Roz RidgwayFormer Director, Boeing; Former U.S. Assistant Secretary of State for European & Canadian Affairs

John SeethoffVice President and Deputy General Counsel, Microsoft

Kathi SeifertDirector, Supervalu, Eli Lilly and Company, Revlon Consumer Products Corporation, Appleton Papers, and Lexmark, Inc.

Michael SmithDirector, REI

The Honorable Leo StrineVice Chancellor, Delaware Court of Chancery

Ralph WhitworthDirector, Genzyme; Founder, Relational Investors LLC

The ExperienceAccess influential legislators and regulators and make sure your voice is heard by the Administration offices and on the Hill. Get practical solutions to persistent problems during each information-packed session—covering everything from M&A to FCPA, CD&A to say on pay. Spark innovative thinking around emerging issues. Discuss the nuclear industry crisis planning with a director who learned from Fukushima. Explore business growth driven by cloud computing capabilities, and more. Build your network. Rub shoulders with nearly 800 public company directors from around the world, including those from American Express, Walt Disney, Northrop Grumman, Intel, Bank of America, Revlon, Winn-Dixie, and Sony. Hone your committee skills by attending a Sunday forum. Join the buzz in breaks following big-name keynotes, share your opinion with peer-led panels, and kick back in the company of other directors you’ve always wanted to meet. Tailor your experience. Choose from an unprecedented menu of concurrents focused on your specific needs, including sessions for GCs, committee chairs, and global, private and nonprofit entities. Enhance your reputation. The most sought-after directors are well informed

and well connected. Your participation at this event will even earn you recognition for your commitment to continuous learning. For those that have completed the Master Class, conference completes all your elective requirements needed to become an NACD Board Leadership Fellow.

Make it a family affair in the nation’s capital. Don’t miss a moment with your loved ones. Bring them with you to DC and enjoy special private tours of the Capitol, the monuments and the National Archives. Teens and partners can enjoy special story circle sessions with leadership lessons from the Supreme Court, Barbie (yes, Barbie) and Machiavelli. Be among the very best. You see the names in Forbes, Fortune and on the front pages of major newspapers: Barshefsky, Bonfield, Fazio, Franklin, Krol, Kusbasik, Strine and Seethoff. Don’t miss this chance to learn with and from America’s boardroom leaders.

Board Committee ForumsSunday, 8:00 am–3:30 pm

Be sure your time in Washington, DC, both broadens and deepens your understanding of key committee issues by attending a Board Committee Forum. Your conference registration includes your choice of one of the forums below. You’ll benefit from in-depth insights and analysis designed to enhance your directorship. Forums combine classroom sessions with candid, confidential peer discussions.

Audit Committee ForumNACD partners with KPMG’s Audit Committee Institute to share leading practices for audit committee structure, member criteria, agenda setting, risk oversight and processes. This practical forum also offers topical updates on SEC initiatives likely to affect the way your company does business.

Compensation Committee ForumNACD partners with compensation experts Pearl Meyer & Partners to provide in-depth guidance for the compensation committee. Attend this forum to discuss the latest executive compensation strategy challenges and opportunities with those who really understand the issues at hand. Gain expert advice on how to re-think and re-communicate your strategy to create robust long-term plans that will both retain company talent and respond to pressures from the public, shareholders and the C-suite.

Finance Committee ForumDiscover how to sharpen your analysis of company financials. Explore the different measures used to monitor performance and assess projected results. Whether you are a novice or a financial expert, this forum will provide new food for thought and help you better understand the board’s role in keeping the business on track.

Nominating/Governance Committee ForumThe focus is on the nominating and governance committee as never before. Select this forum to explore leading practices and new pressures on board leadership and structure with experts from Korn/Ferry. Examine how the board and the C-suite can best work together, and learn how confidential board evaluations can help you identify gaps you may need to fill. This forum will provide you with practical tools to improve board processes and performance.

Risk Committee ForumJoin NACD and experts from Oliver Wyman to learn how to improve your processes for overseeing the company’s risk management activities, and increase the likelihood of reaping reward. This forum will examine the critical link between strategy and risk, and explore ways for the whole board—not just audit or risk committees—to engage in effective risk governance. There will also be opportunities to explore emerging risks, particularly in the realm of information technology oversight.

Plenary & Concurrent Sessions Include:Emerging Legal TrendsFind out what issues are exercising the new chancellor and the Court of Chancery and hear from a prominent plaintiffs’ attorney and defense attorney on topics that may impact you, your board and your liability.

Reshaping the Risk Agenda Boards have generally made good progress in overseeing the company’s “predictable” risks, but recent events point to the need for boards to think outside the box about unanticipated risks. This panel will explore possible blind spots in anticipating risks and related early warning systems, the “right” controls to surface issues that need to be discussed, and the importance of scenario planning and disaster recovery plans. The panel, sponsored by KPMG, will also focus on balancing risk management versus risk avoidance in the current economic environment.

The Effective Lead DirectorExplore the recommendations of the Report of the NACD Blue Ribbon Commission on the Role of the Lead Director and examine ways in which you can enhance communication and performance across the board and company, and assure the independence, courage and effectiveness of the board. Sponsored by Heidrick & Struggles.

The Strategic Board ContributorExplore the behaviors, questions and relationships that can allow you to see new possibilities in the strategic environment—and make you more alert to kill-the-company risks. Quiz strategy thought-leaders and return home with new tools to increase your boardroom effectiveness.

Dysfunctional or Dynamic?: Your Role in Board Relationships Join this interactive session to explore ways in which you can adapt your own behavior in the boardroom, and begin to shape a new and successful board culture. Come prepared to share your problems—and change your ways.

How to Build Your Board Career/Resume Get practical hints and tips from a seasoned director and a new board member whose backgrounds and behavior demonstrate the range of skills and experiences now valued by nominating and governance committee chairs. Discover how a board resume should differ from an executive CV, and learn how to identify boards that may value what you have to offer.

Adding Real Value to Nonprofit Organizations Today’s nonprofit leaders want more than your cash and your contacts. Hear from three CEOs who are leading change for social good—and find out how your strategic skills and business judgment can help.

Governance in an Era of Connection, Transparency & Constant Engagement  Gain practical lessons about what you and your fellow board members can do to mitigate risks and generate value by using today’s social, mobile and cloud technologies—not just as enablers, but as forces to reframe the core sources of value in your businesses.

Top Tips for Turnaround Directors experienced in turnaround explain the value of keeping your head when all around are losing theirs. Learn how business judgment, financial literacy, strategic agility and calm, confident, visible leadership play into organizational survival.

High Performance Cultures for Family-Controlled CompaniesDiscover how an active alliance between the board, family and management at John Wiley & Sons promotes the development and execution of robust strategies and provides sustainable competitive advantage. This highly regarded 204-year-old publishing company has experienced double-digit compound annual growth in revenue, earnings and the stock price during the past two decades.

The Middle East, Japan, Energy, AL, MO—and the Beef Taco2011 has seen its share of crises—and everything that has happened since the 2008 financial crisis has increased directors’ responsibilities and worldwide worries. What have recent crises taught savvy board members? How can your board avoid crisis—and contribute usefully when it strikes?

Positive Image: Preparing for Proxy Access How visible is your board’s expertise, engagement and long-term future focus to your shareowners? How clearly can they hear your voice and understand your role as scrutineer, wise counsel and strategic asset? With Broadridge, discover how virtual tools can make real your contribution to company growth through this practical demonstration of board-shareowner communications designed to help you rethink your annual general meeting.

Giving Back through Board Work: The USO Chris Kubasik explains why he became a director of the USO and why he looks forward to board meetings. Here’s a chance for us all to celebrate the important work of the director community in nonprofit governance—and to honor the men and women of our armed forces.

Leadership and Legacy—World ChampionsGwen King prompts reflections on boardroom excellence and public service leadership from two women who have contributed much to America’s reputation and performance at home and abroad.

Stewardship of the U.S. Economy Directors on boards based far from Washington, DC supplement information and ideas shared by our political leaders, and provide news flashes from communities in Detroit, Wisconsin and beyond. How can the business community work with the politicians to ensure sustainable growth for stakeholders and shareowners?

The Next Generation of Board Leaders Meet some of the people who are shaping the future of directorship and learn what they think will help you as you think about fresh outreach for your board and prepare to “on-board” new directors.

Power BreakfastsNetwork over breakfast and get your day off to a great start—hear what subject matter experts and thought-leading directors have to say about leading practices and meeting the challenges of today’s governance environment. Topics include:

Board Composition and Board Succession Planning Many issues compete for a place at the top of a company’s list of governance priorities, but perhaps there is none higher than ensuring you have the right people on the board. Without that assurance, the ever-growing requirements will be more difficult to meet in a way the company and its stakeholders deserve. How does a company get board composition right and where does the process begin? Join Deloitte to explore assessment approaches to position your company for the future and how to determine the best mix of experiences and perspectives to match your business strategy.

Gold Standard CEO Succession Planning High-impact board leaders realize now more than ever that a key to ensuring long-term, sustainable growth is the systematic, long-term development of the company’s executive pipeline. Yet most boards are not equipped to fulfill this fundamental governance responsibility. Join Korn/Ferry and discuss how to overcome the challenge of moving beyond event-focused CEO replacement strategies to implement succession processes spanning two to three CEO moves ahead.

What Works Best in the Boardroom PwC has recently finalized a year-long research project, looking at how leading practices have evolved in the way boards are fulfilling their many complex responsibilities. This session will share PwC’s insights on how directors are tackling some of the most challenging issues facing boards, including overseeing company strategy, risk management, tone at the top and measuring performance.

SpeakersAs the leading convener of boards, NACD enables directors to impact their environment with collective visibility and input into how governance issues and policies are shaped. With world-leading directors, influential political figures and the sharpest commentators in the country, the NACD Board Leadership Conference is the place for challenging debate and thoughtful leadership on the timeliest topics affecting your board.

Special ActivitiesMake the most of your time in Washington, DC, and kick back in the company of your director peers. Plus, your friends and family are welcome to join you at no additional cost. To see how these events fit into the whole conference experience, visit NACDonline.org/conference. Please note: Sunday activities overlap with Board Committee Forums.

Sunday, October 2

Private Tour of the U.S. Capitol10:00 am–12:30 pm

Meet in the main lobby of the hotel to travel to the U.S. Capitol for an exclusive tour, including a visit to the House floor when there are no tourists or members around. Former Congressman Jim Moody (D-WI), a distinguished economist and now an analyst with Merrill Lynch, will share the history of the Congress, and keep you entertained with stories of members past and present.

Private Tour of the National Archives2:00 pm–4:00 pm

Reconnect with the values of our Founders—see the Declaration of Independence, U.S. Constitution and the Bill of Rights, up close in this private tour of the National Archives. Meet in the hotel main lobby.

Monday, October 3

Twilight Tour of the Monuments6:30 pm–8:00 pm

Join master storyteller and historian, Anthony Pitch, for an illuminating tour of the Vietnam Veterans Memorial, the Lincoln Memorial, the Korean War Veterans Memorial and the National World War II Memorial. Meet in the main hotel lobby.

Tuesday, October 4

Private Tour of the U.S. Capitol1:00 pm–3:30 pm

Meet in the main lobby to travel to the U.S. Capitol for an exclusive tour. Former Congressman Jim Moody (D-WI), a distinguished economist and now an analyst with Merrill Lynch, will share the history of the Congress, and keep you entertained with stories of members past and present.

Private Tour of the National Archives1:00 pm–3:30 pm

Reconnect with the values of our Founders—see the Declaration of Independence, U.S. Constitution and the Bill of Rights, up close in this private tour of the National Archives. Meet in the main lobby.

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Mail/Fax ForM with PayMent to: NACD | Attn: Conference | 1133 21st Street, NW | Suite 700 Washington, DC 20036Tel: 202.775.0509 | Fax: 866.536.9044 | Register online at www.NACDonline.org/conference

Board ProfileTo help us better tailor our sessions to your interests and current needs, please complete your board profile below. If you require additional space, please attach a separate piece of paper or login to www.NACDonline.org to update your profile online.

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OCTOBER 2–4, 2011 WASHinGTOn, DC JW MARRiOTT HOTEL

HOTEL & TRAVELJW Marriott ; 1331 Pennsylvania Avenue, NW; Washington, DC 20004; tel. (800) 266-9432; International (801) 832-4532; https://resweb.passkey.com/go/nacd2011annual

AiR TRAVELAmerican Airlines tel (800) 433-1790 www.aa.com 5% discount code: 7391AF

NACD CANCELLATiON POLiCyIn order to receive a refund, cancellation

requests must be received in writing no later than September 2, 2011. All cancelled registrations will be assessed a $250 cancellation processing fee. Refunds are not available for cancellations made after September 2, 2011.

Request to transfer payment to a colleague or to a future NACD educational course must be submitted in writing. Transfers to a colleague will be honored up to five business days prior to the event start date. At the time of transfer, an additional fee for the difference between member and non-

member registration rates may apply. Please submit all cancellation and transfer requests via email to registration@NACDonline.org or via fax at 1-866-536-9044.

SPOuSE/GuESTS REGiSTRATiONRegistered spouse/guests accompanying conference attendees may attend all social events including pre- and post- conference optional activities, receptions, breakfasts, breaks, luncheon. Spouse/Guests registration does not include attendance at any educational sessions.

The National Association of Corporate Directors is registered with the National Association of

State Boards of Accountancy as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses. Complaints regarding registered sponsors may be addressed to: NASBA, 150 Fourth Ave. N., Ste 700, Nashville, TN 37219, www.nasba.org.

Registration Selection

registration Fee $ ________

Spouse/guest ($275) $ ________

total PayMent $ ________

i want to join nACD and receive the member rate plus one year nACD individual Membership. Please email me the membership application.

Check enclosed (made payable to NACD) Visa MasterCard American Express

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NACD MemberEarly Bird Rate (until 7/31) $ 2,495Regular Rate (from 8/1) $ 2,795

Non-MemberEarly Bird Rate (until 7/31) $ 3,495Regular Rate (from 8/1) $ 3,795

Choose 1 Board Committee ForumSun, Oct. 2, 8:00 am–3:30 pm

Audit

Compensation

Nominating and Governance

Scrutinizing Financial Statements

Risk Governance

I will not attend a Board Committee Forum

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About NACDAdvancing Exemplary Board Leadership

The National Association of Corporate Directors (NACD) is the only membership organization delivering the information and insights that corporate board members need to confidently navigate complex business challenges and enhance shareowner value. With more than 11,000 members, NACD advances exemplary board leadership. 

NACD is focused on creating more effective and efficient boards through director-led education and peer forums to share ideas and leading practices based on more than 30 years of primary research. Fostering collaboration among directors and governance stakeholders, NACD is shaping the future of board leadership.

NACD Member Benefits

As an NACD member, you’ll receive exclusive benefits focused on helping you and your boards do your jobs better, faster, and more efficiently. Benefit from value that no great book, one-time course, or single consultant can offer. Membership allows your board to reinforce its strengths with services, education, resources, and connections that address the entire spectrum of leadership challenges.

Membership also gives you a seat at the table as practices, policies, and regulations are developed, and this seat helps you remain on the cutting edge of your directorship profession.

NACD enables you and your fellow directors to work together for the greater good of your boards, your companies, and the shareowners who trust you. As a member of NACD, you are part of an exclusive group of peers—directors like yourself, who are responsible for leading publicly owned corporations.

Already a Member? make sure you are getting the most from your membership. Visit NACDonline.org today for a complete description of exclusive services.

Not Yet a Member? Join today to receive preferred pricing on all nacD education events. Visit NACDonline.org/join.

Thank you to our generous 2011 NACD Board Leadership Conference sponsors.

Become an NACD Board Leadership Fellow

Already completed NACD’s Master Class? Use your

attendance at conference to earn all the elective requirements you need to become a 2011 NACD Board Leadership Fellow—and we’ll celebrate your achievement on-site in front of your peers.

For more information email Fellowships@NACDonline.org.

1133 21st Street nw | Suite 700 | washington, Dc 20036

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