Creating a Corporate Governance Institute

1. Creating a Corporate Governance Institute Roger W. Raber President & CEO National Association of Corporate Directors (NACD) Washington, DC

2. About NACD • 10,000 members and customers throughout the world • Non-profit, non-lobbying organization • Association of directors by directors • Mission is to improve leadership in for-profit companies • Services are publications, education programs (public and in-company), best practices research, local peer group meetings, and individual guidance

3. Structure of an Institute • Management – staff resources to build an Institute; • Research & Development – staff with “content-rich” background in corporate governance; • Meetings & Education – staff with background in administering conferences, meetings, and education programs; and

4. Structure of an Institute… • Customer Service / Database Management – staff who are customer-friendly and have computer background; • Marketing – staff with sales and marketing background with emphasis on electronic / Web site promotions and sales.

5. Services of an Institute • Publications: Manuals, guidelines, information on boards from start-up companies, family-held businesses to largest corporations – from building a board, to audit committee quality, to getting behind the numbers. • Education – Peer Interaction: local, regional, and in-boardroom seminars of small groups focused on sharing best practices, identifying critical and emerging issues, and developing competencies for new and continuing directors.

6. Services of an Institute… • Guidance: Provide information and advice to members on any and all issues in governance – from general governance principles, to committee structure, to fiduciary responsibilities – members need access to information quickly and efficiently – e-mail, fax, conversation.

7. Funding of an Institute • Membership Dues – 30-40% of revenue – provide newsletters, discounts on publications and meetings, and peer guidance • Publications – 25-30% of revenue – manuals, guidebooks

8. Funding of an Institute… • Education Programs – 25-30% of revenue – local / regional programs, and in-company boardroom sessions • Corporate Sponsorship – 20-25% of revenue from high profile, very reputable board advisers – KPMG, McKinsey, AON, Heidrick & Struggles

9. Developing a Strategy for an Institute • Form Affiliations and Alliances with organizations in need of board leadership and director excellence – World Bank, CEO-based industry associations – America’s Community Bankers, Council of Growing Companies, Executive Leadership Council. • Major focus on “board leadership and excellence” not necessarily on legislative / regulatory / shareholder lobbying interests.

10. Developing a Strategy for an Institute… • Build a board, advisory committee, faculty, and writers / editors who are well known, preeminent, and respected in the corporate community. • Integrity, Trust, Independence, Credibility, and High Standards are hallmarks of an Institute on Corporate Governance.