Governance in 140 Characters: The Impact of Technology in the Boardroom June 8, 2010

1. Governance in 140 Characters: The Impact of Technology in the BoardroomJune 8, 2010

2. PRESENTERS MODERATOR: Doug Banks Publisher and Editor, Mass High Tech Journal PANELISTS: Joanna Lau, CEO and Chair, Lau Technologies; Director, DSW Inc., ITT Education Service Inc., John F. Kennedy Library Foundation, Nellie Mae Education Foundation Willow Shire, CEO, Orchard Consulting.  Director, TJX Companies, Inc. Larry Weber, Chairman of W2 Group; Board Chairman, Massachusetts Innovation & Technology Exchange (MITX)

3. In today’s world where information is disseminated in real-time and the company’s investment in technology is escalating, what is the board’s role?  When is technology strategic vs. implementation? • How are directors using technology as a tool to benefit themselves and their organizations?   • What role does the Board have in understanding the ROI of social media? • What could a “Technology Committee” do for a Board? • How are directors addressing risks of the company’s dependence on technology?

4. PRESENTER Larry Weber, Chairman of W2 Group; Board Chairman, Massachusetts Innovation & Technology Exchange (MITX)

5. Social Media is EVERYWHERE • Major impact on directors’ liability, board governance and company’s strategic direction • Stakeholder groups mobilize quickly and impact corporate reputation and financial performance: • Crises – BP, JetBlue • Legislative impact – health and financial reform • Stock price volatility, insider trading • Union organizing

6. What should Directors do? • Monitor the social web to know what others are saying about you • Engage in conversations by adding value • Respond to both positive and negative feedback • Be transparent and open

7. View the Social Web as a Major Opportunity, not just a Threat • Smart businesses are using the social web to transform their entire organization: • Marketing • HR • Customer Service • Product Development • Sales • Legal and Finance

8. PRESENTER Joanna Lau, CEO and Chair, Lau Technologies; Director, DSW Inc., ITT Education Service Inc., John F. Kennedy Library Foundation, Nellie Mae Education Foundation

9. Role of Technology Committee To provide oversight of the Company’s Technology Planning and Operations on behalf of the Board to ensure that: • The frameworks and processes are in place for the efficient and effective management of the investment and the continuing alignment with the Company’s Business Strategy and Plans; • There are appropriate ways of measuring performance, risk and productivity; • There are informed recommendations to the Board on overall architectural direction, information and technology investment, and risk management.

10. Key Aspects of Company’s Technology Planning and Operations • The Business-Technology Strategic Planning, particularly to ensure that the Business can leverage future technology trends and opportunities; • Strategic planning around Technology, including a focus on risk, investment and benefit; • The capability of Technology to support current and future Business requirements; • Effectiveness of Technology systems and processes that relate to or affect the Company’s internal controls over financial reporting; • Technology management capability and sourcing arrangements.

11. 2010 Technology Committee Agenda Topics

12. PRESENTER Willow Shire, CEO, Orchard Consulting.  Director, TJX Companies, Inc.

13. Technology Risks for the Boardroom • Data Theft • Reputation and Brand Damage • Catastrophic Data Loss

14. Two Cases • 16 December 2006 - The TJX Companies • 12 April 2009 - Dominos Pizza

15. “Managing” Risk Identify a member of management to ‘own’ the risk Identify the list of potential risks Prioritize Assign oversight to a Board Committee Review annually Establish a Crisis Management Response