NACD-CT

Upcoming Events

Board of Directors

President
Michael S. Wilder
Retired Senior VP and General Counsel, Hartford Financial Services; Former Board Member, Safelite Glass Corp.

Chair
Suzanne M. Hopgood
President & CEO, The Hopgood Group, Multi-Board Director

Treasurer
John S. Santa
Vice Chairman, Santa Energy

Paul M. Albert, Jr.
Chairman, Albert Investments; Director, DigitalGlobe, Inc.

Thomas O. Barnes
Chairman, Barnes Group Inc.

Richard Booth
Chairman, HSB Group, Inc.

Kevin Fiala
Bywater Corporate Development Services

Martin J. Geitz
President & CEO and Director, SBT Bancorp.

William T. Kosturko
Former EVP and General Counsel, People's United Financial, Inc.

Denise L. Nappier
Treasurer, State of CT

Board of Advisors:

Maryellen Andersen
Broadridge Financial Solutions, Inc.

R. Scott Beach
Day Pitney

Richard Caporaso
KPMG

T.J. Hope
Stout Risius Ross

Judith Jones
Aetna, Inc.

James I. Lotstein
Edwards Angell Palmer
& Dodge

Andrew Mandel
Buck Consultants

Meredith Miller
State of Connecticut
Treasurer's Office

September 28, 2010

Governance Aspects of Financial Regulatory Reform

Please join us for our first event of the Fall program season as we will look at the state of the new financial reform regulations and how they are impacting the directors' world.

Our panel included boardroom leaders from Xerox Corporation, Factset Research, and jetBlue Airways. Together they will examine the impact new financial regulatory reform will have on:

Say on Pay
·	To what extent can or should a Board enter into a dialogue with shareholders on pay issues that could unexpectedly result in a "no" vote?
·	In the event of a nonbinding "no" vote, what actions should the Board take?
Clawbacks
·	What are the practical challenges to formulating a specific methodology?
·	Who must or should it affect
·	Should Boards/Compensation Committees consider revising bonus parameters to minimize mandated clawbacks that have no impact on shareholder value?
CEO Compensation Ratio Calculation
·	What can the Board anticipate as the calculation methodology?
·	Will or should the ratio have any effect on how companies structure pay at executive and lower levels?
·	Will the company be able to comment on differing industry and business structures which distort direct comparisons of the ratio?
·	Might the ratio be a factor directly affecting business opportunities, e.g., the right to participate in government contracts?
Proxy Access/Director Nomination
·	How does the process actually work?
·	With the restrictions, is it a practical tool for shareholders to influence company strategies and policies?
·	What implications does it have for issues such as staggered boards, majority vote, and cumulative voting?
·	Should nominating committees change their processes, procedures, and decisions to minimize the possibility of a contested Board election.
Shareholder Communications
·	What actions should Boards and companies be considering to broaden and enhance direct communication with shareholders?
·	To what extent are Fair Disclosure regulations an impediment to selective in depth communication with more substantial shareholders or shareholders with narrow interests or concerns?

Panel:
Joseph R. Zimmel
Director at Factset Research Systems Inc., CenturyLink Inc.

Virginia Gambale
Director at jetBlue Airways Corp., Piper Jaffray Companies, Inc., Managing Partner, Azimuth Partners LLC

Douglas H. Marshall
Associate General Counsel & Assistant Secretary, Xerox Corporation

Moderator:
Warren J. Casey
Partner, Day Pitney LLP

Date:	Tuesday, September 28, 2010
Where:	Indian Harbor Yacht Club, Greenwich, CT • Directions
Time:	7:00 am - 9:00 am
Cost:	NACD-CT Members: $45.00 Non-Members: $65.00

2010 Sponsors