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Washington Update

Washington Update. Peter Gleason Managing Director and CFO, NACD. 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

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Washington Update

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  1. Washington Update Peter Gleason Managing Director and CFO, NACD

  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. 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. 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. 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. 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

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