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April 18, 2007 The Board Institute, Inc. theboardinstitute

INLAND EMPIRE CHAPTER. “BOARDS OF DIRECTORS and the CFO”. Presented by: Susan F. Shultz. April 18, 2007 The Board Institute, Inc. www.theboardinstitute.com OAK/SSA Executive Search Int’l, Ltd. www.ssaexec.com. New Mandates for Evaluation and Education Class Action Lawsuits

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April 18, 2007 The Board Institute, Inc. theboardinstitute

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  1. INLAND EMPIRE CHAPTER “BOARDS OF DIRECTORS and the CFO” Presented by: Susan F. Shultz April 18, 2007 The Board Institute, Inc.www.theboardinstitute.com OAK/SSA Executive Search Int’l, Ltd. www.ssaexec.com

  2. New Mandates for Evaluation and Education • Class Action Lawsuits • Increased D&O Insurance and Compliance Costs • Shareholder Activism and Lack of Trust • Compensation Excesses NYSE: “The board should conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively”

  3. Better Boards = Better Companies

  4. We have a rare opportunity to make a difference – to transform boards from being the problem into the solution. We have the best governance system in the world.

  5. Why the focus on CFOs • Heightened Risk/Market Abuses • Regulation • Certifications • Compensation Revelations • Shareholder Activism • Linkage between Good Boards andSuccessful Companies

  6. We must not confuse governance with compliance

  7. The only person who won’t serve is the one you don’t ask!

  8. New CFO Challenges • Assessment/Accountability • Skyrocketing Costs • Changing Role of Auditor • Extreme Pay • Small/Private Business • Non Profits

  9. “Too many boards reward mediocrity and failure” $

  10. How do you know if you have a good board? You measure it.* *The Audit Committee Index The Board Institute/FERF

  11. The dramatic untold stories are the companies that have avoided crises and succeeded, because of the advice andcounsel of strategic boards of directors.

  12. IF WE DON’T GOVERN WELL, THE GOVERNMENT WILL DO IT FOR US.

  13. Better Boards = Better Companies A Rare Opportunity

  14. Susan F. Shultz The Board Institute, Inc. SSA Executive Search Int’l, Ltd. 480-998-1744 www.theboardinstitute.com www.ssaexec.com sshultz@ssaexec.com sshultz@theboardinstitute.com For copies of The Board Book (AMACOM) www.ssaexec.com

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