Mid-Year Meeting, Washington

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Programme

The programme is subject to change. Watch this space for speaker details.

November the 18th, 2009

Pre dinner drinks 6:30pm - 7:00pm

Dinner 7:00pm - 10:00pm

Nell Minow

Welcome

Christy Wood, Chairman, ICGN Board of Governors

Dinner speaker

Nell Minow, Editor and Co-Founder, The Corporate Library, USA

November the 19th, 2009

Welcome remarks 8:30am - 8:40am

Christy Wood

Ken Daly

Ken Daly, CEO, National Association of Corporate Directors

Christy Wood, Chairman, ICGN Board of Governors

Launch of ICGN Global Corporate Governance Principles: Revised (2009)

Session 1 8:40am - 9:40am

Peter Montagnon

Kayla Gillan

Ira Millstein

Richard Breeden

The SEC's shareholder-focused agenda

Morning Keynote

Kayla Gillan, Deputy Chief of Staff, U.S. Securities and Exchange Commission

Introduced by Christy Wood, Chairman, ICGN Board of Governors

Panel debate:

Ira Millstein, Senior Associate Dean for Corporate Governance, Yale School of Management & Senior Partner, Weil Gotshal & Manges, USA

Richard Breeden, Former Chairman, Securities and Exchange Commission, USA

Chairman, Breeden Capital Management LLC

Moderator

Peter Montagnon, Director of Investment Affairs, ABI, UK

Session 2 9:40am - 10:40am

Peggy Foran

Conny Karlsson

Chris Gardell

Steve Miller

Ralph Whitworth

Case studies: Situations where large activist shareholders were elected to the board

Waste Management

Steve Miller, Chairman, Delphi and Former CFO, Chrysler, USA

Ralph Whitworth, Founder and Principal, Relational Investors LLC, USA

Lindex

Christer Gardell, Managing Partner, Cevian Capital, Sweden

Conny Karlsson, Board member, Lindex

Board Member, Telia Sonera

Chairman, Swedish Match Sweden

Moderator

Peggy Foran, Vice President, Chief Governance Officer and Corporate Secretary, Prudential Financial, Inc., USA

Refreshments 10:40am - 11:00am

Keynote: Shareholder Bill of Rights Act of 2009 11:00am - 11:30am

Senator Charles E. Schumer

Senator Charles E. Schumer, United States Senator for New York

introduced by

Stuart Grant, Managing Director, Grant & Eisenhofer P.A., USA

Session 3 11:30am - 12:20pm

Karen Horn

Leslie Rahl

Mark Anson

Reatha Clark King

Board effectiveness in overseeing risk to restore public trust

Leslie Rahl, President, Capital Market Risk Advisors, USA

Reatha Clark King, Board member Exxon Mobil Corporation, Lenox Group Inc., and National Association of Corporate Directors (NACD), USA

Karen Horn, Senior Managing Director, Brock Capital, USA

Moderator

Mark Anson, President and Executive Director of Investment Services at Nuveen Investments, USA

Lunchtime Keynote 12:20pm - 1:00pm

Duncan Niederauer

Lunchtime keynote

Duncan Niederauer, Chief Executive Officer and Director of NYSE Euronext, USA

introduced by Richard Breeden, Former Chairman, Securities and Exchange Commission, USA

Chairman, Breeden Capital Management LLC

Lunch 1:00pm - 2:00pm

Session 4 2:00pm - 3:00pm

Carl Rosen

Bob Pozen

Daniel Summerfield

Edward Smith

Carol Bowie

Christopher Ailman

Doug Mercer

Michelle Edkins

Peter Kennedy

Suzanne Hopgood

Wendy Luscombe

Simon Wong

Dr. Kimberly Gladman

Paula Cholmondeley

Breakout Sessions

1. Balancing the board: decentralising power through effective outside directors

Moderator

Chistopher Ailman, Chief Investment Officer, CalSTRS

Panellists

Michelle Edkins, Managing Director, Head of Corporate Governance, Europe, Barclays Global Investors Limited

Edward Smith, Director, Member of the Audit Committee and Chairman of the Nominating and Governance Committee, Cognex Corporation; Director and Chairman, Audit Committee of ATS Corporation, Member of the compensation committee of ATS Corporation

2. Director competencies: board effectiveness in a complex financial environment

Moderator

Simon Wong, Managing Director, Governance for Owners, UK

Panellists

Wendy Luscombe, President, WKL Associates

Bob Pozen, Chairman, MFS Investment Management, USA

3. Board composition: targeting new talent through shareholder access to the proxy

Moderator

Peter Kennedy, Principal, PRM Consulting Group, USA

Panellists

Suzanne Hopgood, NACD's Director of Board Advisory Services

Doug Mercer, Founding Partner, Ridgeway Partners LLC, USA

4. Separation of Chair and CEO

Moderator

Dr Stephen Davis, Executive Director and Lecturer, Millstein Centre for Corporate Governance & Performance, Yale School of Management, USA

Panellists

Dr Daniel Summerfield, Co-Head of Responsible Investment, Universities Superannuation Scheme, UK

Paula Cholmondeley, member of the Board of Directors of Terex Corporation, Dentsply International, Ultralife Batteries, Albany International and Minerals Technologies

5. How board composition affects corporate risk appetite and oversight

Moderator

Carl Rosen, Executive Director, ICGN, UK

Panellists

Carol Bowie, Head of Governance Institute, RiskMetrics Group, USA

Dr. Kimberly Gladman, Director of Research and Ratings, The Corporate Library, USA

Kathy Misunas, Founding Partner, Essential Ideas, USA

Refreshments 3:00pm - 3:30pm

Session 5 3:30pm - 4:00pm

Breakout Sessions: Report back

Breakout session moderators will report back on key issues and recommendations. Delegates will have an opportunity to vote through interactive voting devices.