2006 DIRECTORS INSTITUTE SCHEDULE OF EVENTS

All events will be held at Lewis & Clark Law School, Room 8, Wood Hall

8:00 a.m. Registration and Continental Breakfast

8:30 a.m. Beginning at the End: Corporate Governance and Board Liability

Jennifer Johnson – Professor, Lewis & Clark Law School

9:00 a.m. Session 1: Recruiting, Paying and Protecting Directors

Being a director has become a lot riskier and tougher. This panel will provide insights for effectively recruiting, compensating and protecting the directors who play a critical role in the future of your company.

Moderator – Patrick Simpson – Partner, Perkins Coie

Panelists:

Patricia Moss – CEO, Bank of the Cascades; CEO, President and Director, Cascade Bancorp; Director, MDU Resources, and North Pacific Group, Inc.
Tracy Bean – Principal, Executive Remuneration Practice, MercerHuman Resource Consulting
Cynthia Jamison – Director, Audit Committee Chair and NominatingCommittee member, Tractor Supply Company; Director, AuditCommittee Chair and Compensation Committee member, B&G Foods
William C. McCormick – Lead Director and Audit Committee Chair,Merix Corporation; Director, Homestead Capital, Albertina Kerr Foundation and SP Industries, Inc.; Chairman, Microfield Group; Vice Chairman and Director, TECT Aerospace; Advisory Committee member, Aequitas Capital Management, Riverlake Partners, LLC and
Precision Wire Components

10:00 a.m. BREAK

10:15 a.m. Session 2: Strategies for Effective Board Leadership

Flawed interpersonal dynamics on a board can affect decisions with potentially devastating consequences. How do you overcome a dominating board member? What if no one will speak up and name the elephant in the room? This panel will use a series of scenarios to illuminate these issues and provide effective strategies to help you address them head on.

Moderator – William W. “Wally” Pfeiffer – Associate Professor, Portland State University; Vice President and Chief Human Resources Officer, The Standard

Panelists:

Eric Parsons – Chairman, President and CEO of StanCorp andStandard Insurance Company; Chairman, Portland Development Commission; Director, Oregon Health & Science University Foundation
Carolyn McKnight – Professor, Portland State University; Former Vice President, Planar
Peggy Fowler – CEO, President and Director, Portland General Electric; Director, Oregon Business Council, The Regence Group, Regence Blue Cross/Blue Shield of Oregon, SOLV Founders’ Circle, PGE Foundation and Oregon Independent College Foundation
L.B. Day – President, L.B. Day & Company, Inc.; Director, Microchip Technology and Lynguent Corporation; Advisory Board Member, Willamette University’s Atkinson Graduate School of Management

11:30 a.m. LUNCH

Introduction – Roy Tucker – Partner, Perkins Coie

Keynote Address – Paul S. Atkins – Commissioner, U.S. Securities and Exchange Commission

1:00 p.m. Games in Equity Compensation

John Bizjak – Cameron Professor of Finance, Portland State University

1:30 p.m. Session 3: What to Do When the Government Knocks on the Door

How to plan for the unexpected. This panel will use a fictional scenario to explore what happens in governmental investigations and related litigation, including: how to prepare before trouble starts; how to structure an internal investigation; which outside advisors to retain;
how to interface with the government; how to protect the rights of the company and the individual directors and managers; and how the governmental investigation relates to other, private litigation.

Moderator – Rich Baum – Partner, Perkins Coie

Panelists:

John C. Hart – Director, FLIR Systems; Former CFO, Louisiana- Pacific Corporation
Jim Richardson – Strategic Financial Consultant; Lead Director, Digimarc Corporation; Chairman, FEI Company; Director, Tripwire, Inc. and Oregon Historical Society; Trustee and Audit Chair, Lewis & Clark College
Jina Choi – Branch Chief, U.S. Securities and Exchange Commission
Janet Hoffman – Criminal Defense Lawyer, Law Offices of Janet Lee Hoffman

2:45 p.m. BREAK

3:00 p.m. Session 4: Best Governance Practices? The Roles of Institutional Investors and Shareholder Advisory Services in Corporate Governance

Directors generally understand the legal requirements for corporate governance. This session will go beyond the regulatory basics as the panelists review and evaluate recent governance initiatives promoted by institutional investors and shareholder advisory groups. Should boards adopt governance practices that would improve their
companies’ governance ratings? Panelists will debate the impact of these initiatives on the corporate boardroom and whether they represent “best practices.”

Moderator – Jennifer Johnson – Professor, Lewis & Clark Law School

Panelists include:

Randall Edwards – Oregon State Treasurer; Vice-Chair, Oregon Investment Council; Chair, Oregon Growth Account Board
Judi Johansen – Director, Schnitzer Steel Industries, Inc., Cascade Bancorp and Kaiser Permanente
Colin Moore – Head of Equity, Columbia Management

5:00 p.m. RECEPTION
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