2016 DIRECTOR EDUCATION PROGRAM CATALOG

N A T I O N A L A S S O C I A T I O N O F C O R P O R A T E D I R E C T O R S

ELEVATE PERFORMANCE NACD programs enable boards to• Identify early warning signs on issues that will impact the boardroom• Separate opportunity and risk from noise• Prioritize and refine critical information

WHY NACD?

NACD DIRECTOR EDUCATIONEQUIPS BOARDS TO

NACD is the advocate for the profession of directorship.

Informed by nearly 40 years of experience, NACD delivers insights and resources that more than 17,000 directors rely on to help them anticipate emerging issues and make sound strategic decisions.

NACD helps directors lead with confidence.

GAIN FORESIGHT NACD programs deliver• Exclusive insights driven by proprietary research• Real-world and real-time perspectives from experienced directors• Leading practices from effective boards

INSTILL CONFIDENCE NACD education empowers boards with• Access to world-class directors and expert faculty• Insights and leading practices for making sound decisions• The highest standard of director credentialing—NACD Fellowship™

CONTENTSNACD Fellowship 4

NACD Director Professionalism 7

NACD Advanced Director Professionalism 8

NACD Master Class 11

NACD Global Board Leaders’ Summit 13

NACD Focused Programming 14

NACD Advisory Councils 16

NACD In-Boardroom Custom Programs 18

NACD Board Evaluations 20

NACD Chapters 22 NACD Webinars 22

2016 Calendar of Events 23

NACD, the NACD logo, NACD Director Professionalism, NACD Directorship 2020, NACD Fellowship, and “Advancing Exemplary Board Leadership” are trademarks or registered trademarks of the National Association of Corporate Directors. All other trademarks remain the property of their respective owners. ©2016 National Association of Corporate Directors. All rights reserved.

NACD DIRECTOR EDUCATIONEQUIPS BOARDS TO

®

®

™

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OVERVIEW: As the gold standard director credential, NACD Fellowship™ is a comprehensive and continuous program of study that empowers directors with the latest insights, intelligence, and leading governance practices.

NACD Fellows, who earn and maintain this distinguished credential, demonstrate the highest level of commitment to excellence in the boardroom to their investors, regulators, and peers.

Start by attending the NACD foundation course best suited for your level of boardroom expertise. Then build on that foundation by earning Fellowship credits through the NACD programs and events that best meet your boardroom needs and interests.

BENEFITS OF NACD FELLOWSHIP: � Receive exclusive access to proprietary NACD research, events, thought leadership, boardroom tools, and online resources.

� Network with distinguished NACD Fellows and discover their seasoned perspectives on current market trends.

� Keep pace with emerging governance issues and leading boardroom practices.

� Gain a strategic edge when seeking board and committee seats.

� Make a powerful declaration to investors, regulators, director peers, and the public about your commitment to exemplary board leadership—especially on proxy statements.

For more information, e-mail: Fellowship@NACDonline.org

NACD FELLOWSHIP™

}NACDonline.org/Fellowship

“ Fellow status is a differentiating factor that governance constituencies highly value.”

Jim BradyFormer Director, T. Rowe Price

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NACD FELLOWSHIP™

‘‘ As an NACD Fellow, I have confidence knowing I am staying current and that I am supported by a well- respected credential and the best director education possible.’’Dona YoungDirector, Aegon NV, Foot Locker Inc., Save the Children Federation Inc., NACD Board Leadership Fellow

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Provides the essentials all directors need to confidently take a seat at the boardroom table

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NACD DIRECTOR PROFESSIONALISM©

NACD DIRECTOR PROFESSIONALISM®

}NACDonline.org/DP

2016 PRICING

$4,695 Price for members

DATES AND LOCATIONS

Feb. 29–Mar. 1, 2016 Four Seasons Hotel Las Vegas, NV

June 13–14, 2016 JW Marriott Chicago, IL

Aug. 15–16, 2016 Montage Laguna Beach Laguna Beach, CA

Also available as an In-Boardroom Custom Program. See page 18.

FELLOWSHIP CREDITS

Foundation course for NACD Governance Fellowship*

CPE credits are available.

* To become a Governance Fellow, you must earn 4 skill and/or collaborative credits within 12 months of completing Director Professionalism.

OVERVIEW: The premier program for director professionalism, this two-day course covers the

boardroom fundamentals all directors need to confidently take a seat at the boardroom table.

PARTICIPANT PROFILE: This course is designed for C-suite officers looking to increase the

effectiveness of board/C-suite relations, and new or aspiring directors seeking an in-depth

foundation or refresher course on board roles, responsibilities, and leading practices.

EXPERIENCE: Through director-led case studies, keynotes, panel discussions, and peer

exchanges, you’ll gain practical knowledge of board effectiveness and emerging issues; of the

role and function of key committees; of the unique governance challenges facing small-cap,

mid-cap, private, and nonprofit companies; and position yourself for your next board seat.

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NACD ADVANCED DIRECTOR PROFESSIONALISM®

}NACDonline.org/ADP

OVERVIEW: This intermediate course equips directors with the competencies and skills required

for effective committee and board leadership.

PARTICIPANT PROFILE: This course is designed for experienced directors looking to expand their

directorship knowledge on key emerging issues and those preparing for lead director and/or key

committee chair roles.

EXPERIENCE: Apply your boardroom acumen to real-world challenges including cyber risk,

mergers and acquisitions, reputation management, and more. Prepare for your next lead

director or key-committee chair position.

2016 PRICING

$4,695 Price for members

DATES AND LOCATIONS

June 16–17, 2016 JW Marriott Chicago, IL

December 5–6, 2016 The Ritz-Carlton Hotel Fort Lauderdale, FL

Also available as an In-Boardroom Custom Program. See page 18.

FELLOWSHIP CREDITS

Foundation course for NACD Board Leadership Fellowship*

CPE credits are available.

* To become a Board Leadership Fellow, you must earn 6 skill and 4 collaborative credits within 12 months of completing Advanced Director Professionalism.

Each year, more than 20,000 directors engage in over 400 NACD events nationwide.

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NACD ADVANCED DIRECTOR PROFESSIONALISM©

“ A great program, most helpful for those who are looking to expand their board portfolio. Wonderful forum to learn from more experienced directors.”

Andrew ChmarExecutive Director, Hudson Highlands Land Trust

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‘‘ NACD’s Master Class is the best of the board training programs I have attended, including programs at Harvard and the Boardroom/NYSE. The content was extremely relevant, and the speakers were outstanding.’’Dan PhelanDirector, TE Connectivity LTD

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NACD MASTER CLASS

}NACDonline.org/MasterClass

2016 PRICING

$5,395 Price for members

DATES AND LOCATIONS

Mar. 14–15, 2016 The Ritz-Carlton, Bachelor Gulch Vail, CO

Aug. 18–19, 2016 Montage Laguna Beach Laguna Beach, CA

Dec. 8–9, 2016 The Ritz-Carlton Hotel Fort Lauderdale, FL

FELLOWSHIP CREDITS

Foundation course for NACD Board Leadership Fellowship*

CPE credits are available.

* To become a Board Leadership Fellow, you must earn 6 skill and 4 collaborative credits within 12 months of completing Master Class.

OVERVIEW: This advanced forum is designed to foster thought leadership on the latest topics,

outside pressures, and disruptive forces affecting strategy and long-term value creation.

PARTICIPANT PROFILE: This course will benefit experienced public company directors, chairmen,

lead directors, and committee chairs with eight or more years of corporate board experience.

EXPERIENCE: Join an elite group of directors and executives in robust, peer-to-peer discussions to

rejuvenate your effectiveness in mitigating risks and capitalizing on opportunities. Gain the insights,

tools, and “next practices” you need to lead your organization through periods of rapid change and

unprecedented opportunity for innovation.

NACD MASTER CLASS

Where great minds converge, bold ideas take shape, and a new vanguard of directors emerges

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“ It brings out the best of the best—speakers, practices, and format for stimulating discussion —all at one event.”

The Honorable Cari M. DominguezDirector, ManpowerGroup Inc. and Triple-S Management Corp.; Former Chair, U.S. Equal Opportunity Commission

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NACD GLOBAL BOARD LEADERS’ SUMMIT

NACD GLOBAL BOARD LEADERS’ SUMMIT

}NACDonline.org/Summit

OVERVIEW: This annual gathering of more than 1,500 directors is the largest of its kind and brings

together the best and the brightest in corporate governance for four days of dialogue, networking, and

cutting-edge insight. This dynamic event is carefully crafted to deepen our collective understanding of

the challenges and opportunities facing boardrooms today and tomorrow.

PARTICIPANT PROFILE: This program is designed for directors and top executives from

companies of all industries and sizes, governance professionals, and leading industry experts.

EXPERIENCE: Tailor your own summit experience. Choose from hundreds of sessions, hear from

more than 200 distinguished speakers, and participate in dynamic peer-to-peer discussions,

expert-led workshops, and unparalleled networking opportunities. Prepare to gain connections

and insights and to be inspired.

2016 PRICING$4,295 Jan. 1–Mar. 31

$4,995 Apr. 1–July 31

$5,495 Aug. 1–Sept. 16

Price for members

Save 30% when groups of three or more directors from the same board register together.

DATES AND LOCATIONS

Sept. 17–20, 2016 Marriott Marquis Washington, DC

Oct. 1–4, 2017 Gaylord National Resort & Convention Center National Harbor, MD

FELLOWSHIP CREDITS10 Collaborative Fellowship credits

Up to 12 Skill Fellowship credits

CPE credits are available.

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NACD FOCUSED PROGRAMMING

OVERVIEW: This dynamic program equips directors and management

with the knowledge needed to oversee cyber-risk management.

PARTICIPANT PROFILE: All directors and management teams,

especially CIOs and CISOs, will benefit from this program’s content.

EXPERIENCE: Through case studies, expert-led dialogue, and interactive

simulation, attendees will work together to develop tools for creating

organization-wide cyber resiliency, focusing on concepts that include

the economics of IT, board/C-suite collaboration, preparing for a

response to a breach, and more.

June 15, 2016 Chicago, IL

$1,995 Until Feb. 29, 2016

$2,995 Mar. 1–June 14, 2016

NACD CYBER SUMMIT}NACDonline.org/CyberSummit | 4 Skill and 4 Collaborative Fellowship credits

OVERVIEW: This forum focuses on ways legal officers can help their

companies survive and thrive in an era of heightened risk and new

opportunities.

PARTICIPANT PROFILE: General counsels, corporate secretaries, or

executive leaders considering those positions and/or looking to improve

their communications with the board.

EXPERIENCE: Examine issues from the perspective of the general

counsel through a mix of panel discussions, keynote presentations,

peer-to-peer exchanges, and networking.

May 18, 2016 Dallas, TX

$1,595 Price for Members

EFFECTIVE GENERAL COUNSEL IN THE BOARDROOM}NACDonline.org/GC | 4 Skill and 4 Collaborative Fellowship credits

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NACD FOCUSED PROGRAMMING

OVERVIEW: From power breakfasts to half-day forums, these topic-

specific events provide a unique opportunity to connect with real experts

in an intimate and confidential setting.

PARTICIPANT PROFILE: Experienced directors will engage with their

peers in guided discussions led by leading experts from the country’s top

global professional-services firms. By invitation only.

EXPERIENCE: Network with leading directors, gain unparalleled access

to boardroom influencers, and tackle the pressing issues that matter

most to you and your board.

New events added monthly.

Complimentary Price for Members

PEER EXCHANGES}NACDonline.org/PeerExchange | Fellowship credits vary by event

OVERVIEW: This half-day symposium is designed to elicit director input

from the best and the brightest on shaping the future of board leadership.

PARTICIPANT PROFILE: This program is designed for experienced

public company directors serving on audit, compensation, governance,

and/or risk committees.

EXPERIENCE: Examine the external forces likely to disrupt companies’

operations in the years to come, and collectively identify the potential

implications for board leadership, composition, culture, and process.

Apr. 6, 2016 New York, NY

Complimentary Price for Members

NACD DIRECTORSHIP 2020®

}NACDonline.org/2020 | 4 Collaborative Fellowship credits

OVERVIEW: NACD assembles a series of Leading Minds forums to

exchange ideas, insights, and off-the-record boardroom war stories.

PARTICIPANT PROFILE: These forums are designed for directors and

CEOs seeking valuable insights while sharing their own best practices.

By invitation only.

EXPERIENCE: Participants will have a chance to interact with leading

boardroom experts and top governance gurus in a unique format, where

key learnings will elevate even the most seasoned directors.

Compensation:

Mar. 2, 2016 Las Vegas, NV

Apr. 6, 2016 New York, NY

Governance:

May 17, 2016 Dallas, TX

Nov. 30, 2016 New York, NY

LEADING MINDS}NACDonline.org/PeerExchange | Fellowship credits vary by event

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NACD ADVISORY COUNCILS

}Request an invitation: AdvisoryCouncils@NACDonline.org

DATES AND LOCATIONS

Each council engages in ongoing dialogue punctuated by semi- annual meetings, typically in Washington, DC or New York City. Dates and times vary per council.

2016 PRICINGComplimentary for invited participants

For more information or to request an invitation, contact:Chris Barnard AdvisoryCouncils@NACDonline.org 202-572-2083

OVERVIEW: NACD convenes four distinct advisory councils: audit, compensation, nominating

and governance, and risk oversight. These invitation-only councils bring experienced committee

chairs from Fortune 500 companies together with key shareholder representatives, regulators,

and other stakeholders to discuss ways to strengthen corporate governance in general and the

role of key committees in particular. Fellowship credit is available.

PARTICIPANT CRITERIA: Advisory council delegates serve as committee chairs, lead directors,

and/or non-executive chairs on a Fortune 500 company board. Directors and other stakeholders

participate on their own behalf. Participation is by invitation only.

EXPERIENCE: Delegates engage with one another and with key stakeholders on important

issues, participate in personal networking, and share leading governance practices in an informal,

confidential, roundtable format. Stakeholder participants have included leaders from BlackRock

Inc., CalSTRS, Calvert Investments Inc., the Council of Institutional Investors, FASB, PCAOB, SEC,

T. Rowe Price Group Inc., TIAA-CREF, Trian Partners, and the Vanguard Group Inc.

The councils help to inform NACD’s development of resources for directors—and also play a critical role in NACD’s efforts to deliver the boardroom perspective to regulators and policymakers in a way that builds trust among governance stakeholders and fosters long-term corporate success.

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NACD ADVISORY COUNCILS

‘‘ These councils bring directors together with institutional investors and regulators in a way that fosters candid dialogue about the issues impacting my board. Directors need to stay current on the priorities of shareholders and policymakers.’’Yvonne CurlCompensation Chair, Nationwide Mutual Insurance Co., HealthSouth Corp.

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NACD IN-BOARDROOM CUSTOM PROGRAMS

}NACDonline.org/InBoardroom

OVERVIEW: How can you enable your board to serve as a strategic asset and an effective

partner for management? Sharpen your board’s alignment, priorities, and focus with an NACD

In-Boardroom Custom Program that

• Provides practical guidance on core fundamentals and/or specialized topics;

• Unites your board to work as a team; and

• Recognizes your board with credit toward NACD Fellowships.

NACD’s customized programs are delivered by sitting directors who represent the largest,

deepest, most diverse roster of advisors in the world. They are versed in your specific industry

and business environment resulting in a highly relevant, engaging, and rewarding experience

for your board of directors.

CORE TOPICS

� Director Professionalism®

� Effective Committees

� Fiduciary Duties

� Insider’s Guide to the Boardroom

� Role of the Board and Management

� Strategic Planning and Risk Oversight

� Tone at the Top and Board Dynamics

SPECIALIZED TOPICS

� Advanced Director Professionalism®

� Board Composition and Succession Planning

� Building Exemplary Small-Cap Boards

� Board and C-Suite Cyber-Risk Alignment

� Futurecasting: Anticipating Disruption

� Governance for Pre-IPO Companies

� Financial Statements: Questions Every Director Should Ask

� International Markets: Opportunities & Risks

� The Board’s Role in Long-Term Value Creation

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NACD IN-BOARDROOM CUSTOM PROGRAMS

FELLOWSHIP CREDITS: In-Boardroom Director Professionalism® satisfies the foundation course requirement for the NACD Governance Fellowship. In-Boardroom Advanced Director Professionalism® satisfies the foundation course requirement for the NACD Board Leadership Fellowship.

NACD’S CUSTOMIZED EVALUATION PROCESS

TAILORED TO YOUR SPECIFIC NEEDS

� Full Board

� Board Composition and Succession Planning

� Board Committee

� Director Self

� Director 360°

� Senior Management/ Board Relations

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NACD BOARD EVALUATIONS

}NACDonline.org/Evaluations

OVERVIEW: NACD’s confidential board evaluations transform

a potentially sensitive exercise into a positive learning

experience. They’re led by experienced, active directors with

C-suite expertise across a wide range of industries.

Our faculty members are skilled at optimizing the board-

evaluation exercise. They understand the nuances of the

boardroom and appreciate the sensitivity of the evaluation

process. They are uniquely qualified to lead a candid,

confidential engagement that produces concrete action plans.

ASSESSMENT

NACD identifies critical

issues and opportunities

through confidential surveys

and individual interviews.

ANALYSIS

NACD benchmarks results

against leading practices and

delivers them in data-driven

reports for board leaders.

ACTION PLAN

Building on the assessment results,

NACD facilitates key discussions

that can serve as the foundation for

producing a strategic plan of action.

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NACD BOARD EVALUATIONS

RESULTS

NACD’s faculty empower participants to

• Holistically assess board performance

• Ensure that all voices and ideas are heard

• Protect working relationships

“ NACD has done a very good job facilitating our annual board evaluation process over the years. We have been very pleased with the quality and level of preparation of the NACD team and the way they handle both written and verbal survey feedback.”

Steve WardChair, Corporate Governance Committee, Carpenter Technology

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NACD CHAPTERS}NACDonline.org/Chapters

NACD WEBINARS}NACDonline.org/Webinars

OVERVIEW: Every NACD member has access to all 22 NACD

chapters across the country. Chapters meet regularly for engaging

programs and networking events in convenient venues.

PARTICIPANT PROFILE: All directors interested in tapping

into the experience of other board members will benefit by

engagement with NACD Chapters.

EXPERIENCE: Increase your boardroom know-how and

expand your director network wherever you live, work,

or travel.

OVERVIEW: NACD webinars are designed to inform your

board practices and improve your board performance. Webinar

topics and dates are added throughout the year.

PARTICIPANT PROFILE: All directors and executives seeking

timely and practical governance updates will benefit from

participation.

EXPERIENCE: Join directors from all over the world for timely

updates on the most-pressing governance issues affecting your

board. Tune in for the live events at your desktop or download

discussions at your convenience.

2016 PRICING Complimentary

FELLOWSHIP CREDITS Live webinars qualify for 1 skill credit toward NACD Fellowship. (Archived webinars and videos do not confer fellowship credits.)

2016 PRICING Pricing varies by event.

FELLOWSHIP CREDITS Fellowship credits vary by event.

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Have questions or need additional information? NACD’s Board Services team is available to discuss your development goals and help you identify the NACD programs best suited to meet your boardroom needs.

Contact Elizabeth Makris at EMakris@NACDonline.org or 202-803-6766.

NACD 2016 EVENT CALENDARRegister online at NACDonline.org/Events or call 202-572-2088.

DATE LOCATION TOPICS FELLOWSHIP CREDIT

Jan. 7 Webinar Audit Committee Series 1 Skill

Jan. 28 Webinar Compensation Committee Series 1 Skill

Feb. 18–19 Washington, DC Battlefield to the Boardroom – – –

Feb. 29–Mar. 1 Las Vegas, NV Director Professionalism® Governance Fellow Foundation Course

Mar. 2 Las Vegas, NV Leading Minds of Compensation (West) 3 Skill

Mar. 10 Webinar Compensation Committee Series 1 Skill

Mar. 14–15 Vail, CO Master Class Board Leadership Fellow Foundation Course

Mar. 24 Webinar Audit Committee Series 1 Skill

Mar. 31 Webinar Boardroom Excellence Series 1 Skill

April 6 New York, NY NACD Directorship 2020® 4 Collaborative

April 6 New York, NY Leading Minds of Compensation (East) 3 Skill

April 14 Webinar Boardroom Excellence Series 1 Skill

May 17 Dallas, TX Leading Minds of Governance 3 Collaborative

May 18 Dallas, TX Effective General Counsel in the Boardroom 4 Skill + 4 Collaborative

May 19 Webinar Compensation Committee Series 1 Skill

June 9 Webinar Boardroom Excellence Series 1 Skill

June 13–14 Chicago, IL Director Professionalism® Governance Fellow Foundation Course

June 15 Chicago, IL Cyber Summit 4 Skill + 4 Collaborative

June 16–17 Chicago, IL Advanced Director Professionalism® Board Leadership Fellow Foundation Course

June 23 Webinar Audit Committee Series 1 Skill

Aug. 15–16 Laguna Beach, CA Director Professionalism® Governance Fellow Foundation Course

Aug. 18–19 Laguna Beach, CA Master Class Board Leadership Fellow Foundation Course

Sept. 1 Webinar Boardroom Excellence Series 1 Skill

Sept. 8 Webinar Compensation Committee Series 1 Skill

Sept. 17–20 Washington, DC Global Board Leaders’ Summit Up to 12 Skill + 10 Collaborative

Sept. 29 Webinars Audit Committee Series 1 Skill

Nov. 3 Webinar Boardroom Excellence Series 1 Skill

Nov. 10 Webinar Compensation Committee Series 1 Skill

Nov. 30 New York, NY Leading Minds of Governance 3 Collaborative

Nov. 30 New York, NY 2016 NACD Directorship 100 Gala – – –

Dec. 1 Webinar Compensation Committee Series 1 Skill

Dec. 5–6 Fort Lauderdale, FL Advanced Director Professionalism® Board Leadership Fellow Foundation Course

Dec. 8–9 Fort Lauderdale, FL Master Class Board Leadership Fellow Foundation Course

2001 Pennsylvania Ave. NWSuite 500Washington DC 20006

Phone: 202-775-0509Fax: 202-775-4857

NACDonline.org

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