Washington Update Peter Gleason Managing Director and CFO

Washington Update Peter Gleason Managing Director and CFO, NACD ADVANCING EXEMPLARY BOARD LEADERSHIP

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 2

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 (14 a-8) of proxy access went into effect in September • Impact for 2012? 3

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 4

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 • Risk. Metrics Blog 5

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 6