t e r r y c o l l e g e o f b u s i n e s s p r e s e n t s

2009 Directors’ CollegeJune 10-11, 2009

Terry Executive Education Center

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This is a first rank Directors’ College, with an interactive program that assures directors learn

about the latest developments in corporate governance and leave with practical advice on risk and

liability avoidance. Best of all, the number of participants is deliberately kept small in order to

encourage active participation and to increase opportunities to learn from fellow directors who may

have personal experiences directly relevant to the problems being studied.

the Honorable William B. chandler iiiChancellor, Delaware Chancery Court

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OverviewThe Terry College of Business and the National Association of Corporate Directors team up to offer you Directors’ College 2009. Directors’ College examines the impact that regulatory changes have had, and continue to have, on legal, fiduciary, and ethical responsibilities and liabilities of board members. Nine years ago, before Sarbanes-Oxley was enacted, the Terry College and the National Association of Corporate Directors partnered to create this two-day, RiskMetrics Group-accredited program for board members and senior executives that explores best practices in corporate governance and provides practical insights into how to handle today’s boardroom challenges.

Through case studies and interaction between faculty and other board members and executives, participants learn the fundamental roles and responsibilities of the board and its committees, methods for evaluating financial health and per-formance, and practical ways of implementing new regulatory requirements.

Available accreditation includes: CLE, CEU and CPE.

riskMetrics GrOup (iss)AccreditAtiOnDirectors’ College is accredited by the RiskMetrics Group (ISS). Boards composed of directors who have participated in this program will receive an upward adjustment to their Corporate Governance Quotient (CGQ) as determined by RiskMetrics Group.

certificAte Of directOr educAtiOnThis program is approved by the NACD Corporate Directors Institute and provides credits for maintaining the Certificate of Director Education. For more information about how to obtain the certificate, visit www.nacdonline.org/cdinstitute or call (202) 775-0509.

Directors’ CollegeFundamentals of Superior Corporate Governance and Board Service

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WHo sHoulD AttenDExperienced board members and senior executives are encouraged to attend.

tHe curriculumDirectors’ College is designed to address the most current issues facing you as a director or senior executive. The curriculum’s structure provides you with foundational elements of superior corporate governance at the beginning of the two-day session. Build on that foundation as you discuss the more specific topics of committee responsibilities, risk management, regulation and its implications, and board composition and management.

We believe that interaction among participants and instructors provides the environment that maxi-mizes learning. Plenary sessions as well as smaller breakout sessions allow participants ample opportu-nities to learn from the experts and ask questions. The agenda also provides time to discuss best prac-tices and challenges in corporate governance with your peers.

ProgrAm oBJectiVesUse case studies to develop an understanding of the roles and responsibilities of the board and its •committeesProvide an opportunity for candid exchanges among faculty, board members, and executives on •significant corporate governance issuesShare best practices in corporate governance and improve the effectiveness of board members in •meeting regulatory requirements, evaluating management performance, developing appropriate compensation and succession plans, and developing value for all stakeholders

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key AreAs of focusRoles, Responsibilities and Expectations of Directors: From Van Gorkom to Sarbanes-Oxley to Disney This session will provide a general overview of the roles and legal duties of corporate directors under modern corporate law. Expectations of the courts, regulators and the financial community emerging from the settle-ments by the former directors of Enron and Worldcom, as well as cases which may impose “extra” duties on directors possessing “special expertise “ and the issues affecting the U.S. capital markets resulting in Federal intervention in the capital markets will be discussed. Among the topics to be discussed will be:•Definingandunderstandingdirectors’dutiesofcareandloyaltyandthepenumbraofgoodfaith•Thebusinessjudgmentrule—andwhenitdoesnotapply•Thenot-so-brightlinesofdirectorindependence•Theimpactofscandals,caselaw,andsettlementsonboardservice

Finance and Accounting SessionThis session will deal with financial reporting, auditing, internal control and similar matters facing not only audit committees but also all board members. Among the topics to be discussed will be:

Dealing with the heightened expectations for audit committees in today’s challenging economic times•Addressing the inevitable financial reporting problem or investigation•Oversight of the external and internal auditor•New developments in accounting/regulation/auditing •

Leadership Succession SessionThis session will deal with the leadership succession and development issues, a major responsibility of the entire board. Among the topics to be discussed will be:

Role of the board relevant to company leadership and succession•Leadership selection and performance monitoring and evaluation•Best practices and lessons to learn from experience•

Executive CompensationThis session will review the recently concluded 2008 proxy statement season and its potential impact on executive compensation programs going forward:

New SEC executive pay disclosure requirements •Changing environment driven by TARP and other Federal bailouts. •Role of the Compensation Committee in the new environment•Hot buttons in executive pay•Lessons learned from this proxy season•

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WEDNESDAy, JUNE 10, 2009

7:30 – 8:00 Registration and Continental Breakfast

8:00 – 8:15 Introduction and Welcome Dean Robert T. Sumichrast, Terry College of Business, The University of Georgia

8:15 – 8:45 What It Means To Be A Director James Verbrugge, Emeritus Professor of Finance, Terry College of Business, The University of Georgia

8:45 – 9:00 Structure and Focus of Directors’ College – Why We Do What We Do the Way We Do It Rick Miller, Partner, Powell Goldstein LLP

9:00 – 9:45 Shareholder Activism Jeff Allred, CEO, Griffeon Group Ryan Levenson, Managing Director, Privet Fund

9:45 – 10:30 2009 Proxy Season Update A review of the major issues and initiatives of the 2009 proxy season Carol Bowie, Head of Governance Institute, RiskMetrics Group

10:30 – 10:45 Break

10:45 – 12:00 Roles, Responsibilities and Expectations of Directors Rick Miller, Partner, Powell Goldstein LLP

12:00 – 1:30 Lunch The Honorable William B. Chandler III, Chancellor, Delaware Court of Chancery

1:45 -2:30 Corporate Governance Panel discussion and conclusions Moderator: Rick Miller, Partner, Powell Goldstein LLP The Honorable William B. Chandler III, Chancellor, Delaware Court of Chancery Robert Barker, Executive Vice President and General Counsel, Mueller Water Products

2:30 – 3:00 Case study and discussion with panelists in breakout groups

3:00 – 3:45 Corporate Governance Panel conclusion

3:45 – 5:00 Compensation Panel Moderator: Eric Larré, Executive Compensation and Rewards, Towers Perrin TBD TBD

5:00 Cocktail Reception

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THURSDAy, JUNE 11, 2009

8:00 – 8:30 Continental Breakfast

8:30 – 9:30 Audit Committee Panel Moderator: Tim Bentsen, Managing Partner, KPMG LLP TBD TBD

9:30 – 10:00 Case study and discussion with panelists in breakout groups

10:00 – 10:15 Break

10:15 – 11:00 Audit Committee Panel conclusion

11:00-11:45 Director & Officer Liability Overview John Peterson, Managing Director, Aon Financial Services Group Steve Shappell, Managing Director, Legal and Claims Practice, Aon Financial Services Group

12:00 – 1:30 Lunch E. V. Goings, Chairman and Chief Executive Officer, Tupperware Brands Corporation

1:45 – 2:45 Succession Panel Moderator: Ted Dysart, Managing Partner of the Americas for the Global Board of Directors Practice, Heidrick & Struggles, Inc. Roger Hemminghaus, retired Chairman and Chief Executive Officer, Ultramar Diamond Shamrock Corporation Nancy A. Reardon, Senior Vice President and Chief Human Resources Officer and Communications Officer, Campbell Soup Company

2:45 – 3:15 Case study and group discussion with panelists in breakout groups.

3:15 – 3:30 Break

3:30 – 4:15 Succession Panel conclusions

4:15 – 4:45 What Makes You Nervous? Wrap-up Rick Miller, Partner, Powell Goldstein LLP

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the terry college and the nAcd have assembled a world-class faculty that represents both academic and business perspectives, bringing par-ticular expertise in law, accounting, finance, strategy, insurance, and public policy. the faculty includes leaders such as:

Robert Barker is the Executive Vice President and General Counsel of Mueller Water Products, Inc., a NySE company headquartered in Atlanta, Georgia, with principal offices around the country and in foreign locations. Barker is responsible for the legal affairs of Mueller Water Products, including corporate governance issues, which include SEC reporting obligations, general legal over-sight and supporting the activities of the Board of Directors.

Tim E. Bentsen is the Managing Partner for KPMG’s Atlanta Office. With more than 28 years of experience in professional accounting, Bentsen is a fre-quent speaker on corporate governance and accounting/auditing matters.

Carol Bowie is the Head of RiskMetrics Group’s Governance Institute. Previously, Bowie headed the Governance Research Services team, where she over-saw the compilation and analysis of non-recommendation proxy-based information for more than 10,000 U.S. and global companies annually. Prior to RiskMetrics Group, Bowie was head of the governance research unit at Investor Responsibility Research Center (IRRC), providing proxy voting research and guidance to inves-tors worldwide.

Martha Carter, Ph.D. is the Senior Vice President and Director of U.S. Research for Institutional Shareholder Services.

The Honorable William B. Chandler III was appointed Chancellor of the Delaware Court of Chancery in 1997, where he had served as Vice Chancellor since 1989. He also served as Resident Judge of the Delaware Superior Court from 1985 to 1989. He received his law degrees from the University of South Carolina School of Law and the yale Law School and his undergraduate degree from the University of Delaware.

Theodore L. Dysart is Managing Partner of the Americas for the Global Board of Directors Practice with Heidrick & Struggles Inc. and he is also Partner-in-Charge of the firm’s Chicago Office. In this role he has responsibility for leading and growing the firm’s board practice in North and South America. In addition, he is responsible for senior level executive search assignments and is a functional specialist at Heidrick working exclusively on board and CEO search engagements. Over the past 5 years, he has placed more than 100 executives on the boards of Fortune 500, Mid-cap, and private companies. Hunt-Scanlon’s publication, Executive Search Review, named him one of six “executive recruit-ers to watch” in 2004. And, for the past two years, Directorship Magazine has named him to the D100 a list of the 100 most influential people in corporate governance.

E. V. Goings has been Chairman and Chief Executive Officer of Tupperware Brands Corporation (formerly Tupperware Corp.) since October 1997. Mr. Goings served as President and Chief Operating Officer of Tupperware Brands Corporation from November 1992 to October 1997. He has been a Director of Tupperware Brands Corporation since 1996 and R.R. Donnelley & Sons Company since February 22, 2008.

Roger R. Hemminghaus is the retired Chairman and Chief Executive Officer of Ultramar Diamond Shamrock Corporation, a company that refined and marketed petroleum products on a retail and wholesale basis, serving from 1996 until 2000. Mr. Hemminghaus is a past Chairman of the Federal Reserve Bank of Dallas. Mr. Hemminghaus serves as a Director of Tandy Brand Accessories, Inc. and Xcel Energy, Inc. Mr. Hemminghaus is the Chairman of the CTS Board of Directors.

Eric Larré is a Towers Perrin Principal specializing in executive compensation. He is the Executive Compensation & Rewards Group Leader for the Southeast Region, located in the firm’s Atlanta office. He has over 20 years of consulting and industry experience. He has worked closely with companies and boards across the country, specializing in the design and delivery of compensation programs that are linked to performance, the creation of shareholder value and business strategies.

Ryan Levenson Ryan Levenson is the Founder and Managing Partner of Privet Fund Management LLC, which is the General Partner of Privet Fund LP. Privet is a value oriented, long/short equity and debt hedge fund focused on small and mid cap companies.

Mary Madden is the Executive Director of the Atlanta Chapter of the National Association of Corporate Directors and co-chair of the Atlanta Chapter of Women Corporate Directors. She is also affiliated with Grisanti, Galef and Goldress, a turn around firm. She has worked to grow and rejuvenate with numerous technology firms. She co founded Information America, Inc., which she took public and subsequently sold. Mary has served on NASDAQ boards, audit and corporate governance committees.

Rick Miller, partner with Bryan Cave/Powell Goldstein LLP, concentrates on mergers and acquisitions, corporate governance and corporate finance, as well as advising boards and committees on significant transaction and control issues.

John Peterson is the Managing Director of Aon FSG and is responsible for coor-dinating efforts and directly delivering FSG’s services to clients and prospects in the Southeast region in conjunction with Aon’s retail offices. John also is a member of the ARS Southern Region executive team, responsible for formulating and execut-ing ARS retail operations and strategies in the region.

Nancy Reardon was appointed Campbell Soup Company’s Senior Vice President and Chief Human Resources and Communications Officer in August 2004. She is responsible for overseeing the global human resources and communications func-tions for Campbell Soup Company and its 24,000 employees. She has served as a member of the Board of Directors of Borden Foods, Wise Products Inc., and Elmer’s Products, Inc. and she is currently a member of the board of directors and the Compensation Committee of The Warnaco Group, Inc.

Steve Shappell is the Managing Director of Financial Services Group, Legal & Claims Practice, Aon FSG, which provides legal support on Directors and Officers Liability, Fiduciary Liability, Errors and Omissions, Employment Practices, and other FSG matters. Steve assists clients and the Aon network with litigation, claims, coverage, risk assessment, risk management, and brokerage issues.

Rona Wells is President of Wells Holdings and former corporate officer for Kimberly-Clark Corporation. She serves as Executive Director of the Board of Directors Network and board member for the Bank of North Georgia.

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Customized Directors’ College will come to your board The Terry College of Business has become a key source for boardroom education in the Southeast over the past five years and has earned accreditation through Institutional Shareholder Services (ISS). ISS is the leading provider of proxy voting and corporate governance services, recommending votes for 20,000 shareholder meetings each year. Our customized Directors’ College program is designed to address the most current issues facing your board of directors and senior executives. Participants will learn how to develop a framework for making informed board decisions and exercising sound business judgment. Recent reforms resulting from questionable board and audit committee practices have raised the stakes for corporate directors, who are anxious to learn how these changes will affect their boards, organizations, and their liability. Instructors at the Directors’ College include Terry College faculty and industry experts on corporate governance.

For information on Customized Directors’ Education contact: Amy MoonAssistant Director, Customized Programs and Director EducationOffice of Executive ProgramsTerry College of BusinessThe University of Georgia(706) 425-3054amymoon@terry.uga.edu

“The Terry College directors’ program addressed the needs of our board extremely well. The customized content and knowledgeable, experienced staff provided our directors the exposure needed to deal with the changing role of governance.”

Lee KennedyCEO/Chairman of the Board/President/DirectorFidelity National

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locAtion AnD timeThis two-day program will be held at the Terry College Executive Education Center in the Buckhead district of Atlanta. The program will begin at 7:30 a.m. on June 10 and end at approximately 4:30 p.m. on June 11.

registrAtionThe registration fee is $2,600 ($2,400 for NACD members or an additional participant from the same organization). This includes admission to all sessions, meals, refreshments, and program materials. Hotel accommodations are not included in this fee.

AccommoDAtionsThe InterContinental Hotel is located in the Buckhead district of Atlanta and is convenient to the Terry Executive Education Center. A block of rooms has been reserved and will be available until May 15, 2009, at the cost of $139.00 plus tax per night. Please call (877) 422-8254 or (404) 946-9191 for reservations at the InterContinental and reference the Terry College of Business. Please feel free to contact us at (706) 425-3054 for more infor-

mation about other accommodations in the Atlanta area.

enroll noWEnrollment in this program is limited, and early registration is encouraged. Reserve your place in the program by completing the registration form at: www.terry.uga.edu/exec_ed/directors.

The registration and payment deadline is Thursday, May 21, 2009.

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2009 DIRECTORS’ COLLEGE

name of registrant– please print or type

title organization

address

city state zip code

phone fax

e-mail address

board(s) on which you serve

Participant (Non-NACD Member)* $2,600

NACD Member $2,400

* $2,400 for each additional participant from the same organization

Please check the appropriate box:

Check Enclosed Credit Card

mastercard/visa/american express number expiration date

name on card

r e g i s t r a t i o n f o r m

please make checks payable to: the university of Georgia

Go to www.terry.uga.edu/exec_ed/directors to register online, or copy this page, fill out, and mail with your payment, or FAX to:

FAX: (706) 369-6078 orMAIL: Terry College of Business Office of Executive Programs ATTN: Directors’ College 110 East Clayton Street Suite 602 Athens, GA 30602

For additional information, contact Amy Moon:PHONE: (706) 425-3054E-MAIL: director_education@terry.uga.edu

Enrollment is limited, and early registration is encouraged.

registration / payment deadline: thursday, May 21, 2009Notification of cancellation must be received no later than 14 days prior to the beginning of the program to receive a refund of the program fee. Participants who cancel within 14 days of the start of the program are not eligible for a refund but may designate a substitute participant.