NACD New York Chapter Event Description

The Role of the Lead Director
What value is it creating? What are some pitfalls?
How is it interfacing with the Chairman and CEO?

The lead director has arrived in full force. Today, more than 90 percent of S&P 500 companies have some form of lead director, compared to fewer than 30 percent in 1999. However, best practices surrounding the lead director have yet to be fully defined. As the role evolves, so does its potential to improve the process of governance…or degrade it. As directors, we have the obligation to shape this increasingly important role so that it contributes to the quality of corporate governance. An exploration of the topic uncovers various issues for which there are no easy answers, including:

· One possible adverse consequence of having a lead director is the inclination on the part of other directors to reduce their own level of engagement with management. What can we do to prevent this?

· Is the lead director job becoming too time consuming? Could it be evolving into a true non-executive chair role?

· Part of the lead director's job can be confronting individual board members who are not carrying their load. What processes can be put in place to support this sensitive role?

· As boards inch up to becoming more vigorous and disciplined in their self-assessments, what are the appropriate roles for the governance committee chair and lead director in implementing an assessment action plan.

We hope you'll join the New York Chapter of the National Association of Corporate Directors (NACD) for this luncheon discussion on The Role of the Lead Director.

Moderator:	Roger M. Kenny, Managing Partner, Boardroom Consultants
Panel:	John A. Krol, Retired Chairman & CEO, E. I. Du Pont De Nemours and Company and Lead Director of Tyco International Arthur C. Martinez, Retired Chairman & CEO, Sears Roebuck & Co. and Lead Director of International Flavors & Fragrances Robert Holland, Former President & CEO, Ben & Jerry’s Homemade, Inc. and a multiple director.
When:	Thursday, October 12, 2006 Noon to 2:00pm
Where:	TIAA-CREF 730 Third Avenue New York, NY 10017
Cost:	Members: $40 Non-Members: $75