2007 Portland Directors Institute Schedule of Events

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

7:30 a.m. Registration and Continental Breakfast

8:00 a.m. A Wolf in Sheep’s Clothing: Shareholder Disputes and ADR

Corporate boards face many challenges in fulfilling their appropriate oversight role. Occasionally, board decisions result in shareholder unrest. Professor Johnson will briefly outline recent proposals championing the arbitration of shareholder claims and suggest that boards exercise extreme caution in pursuing this avenue of dispute resolution.

Jennifer Johnson – Professor, Lewis & Clark Law School

8:30 a.m. Session 1: Strategies for Establishing Effective Executive Compensation

Creating effective strategies for evaluating, improving and compensating executive officer performance is a daunting process. How do you recognize fatal flaws early in the process? From whom do you gather information, and how do you best use that information in the evaluation process? What should you consider when establishing appropriate compensation? Our panel of experts will engage in a lively discussion about what works, pitfalls to avoid and lessons learned.

Moderator – Jennifer Johnson – Professor, Lewis & Clark Law School
Panelists
John D. Carter – President, CEO and Director, Schnitzer Steel Industries, Inc.; Chairman, Kuni Automotive; Director, FLIR Systems, Inc., Northwest Natural Gas Company, London & Continental Railways Limited
James Cummings – Principal, Towers Perrin, Seattle
Kay Stepp – Director and Chair of Compensation Committee, StanCorp Financial, Planar Systems and Franklin Covey Co.
Robert Sznewajs – President and CEO, West Coast Bancorp; Director, Coinstar, Inc., Portland Branch of the Federal Reserve Bank of San Francisco, Oregon Bankers Association and Christie School

10:00 a.m. BREAK

10:15 a.m. Session 2: Who Are These Investors and Why Are They Pestering Us?

Hedge funds, institutional shareholders, private equity investors and retail investors all have potentially differing views on the company. How should boards deal with equity investors? What should a board’s role or position be when an investor wants to talk to the board? What is ISS and why should boards care? Why should directors care about institutional shareholders anyway?

Moderator – Duncan Kretovich – Director, Master of Science in Financial Analysis, Portland State University
Panelists
Stephen Deane – Vice President, Institutional Shareholder Services; Director of the ISS Governance Exchange
Nick Konidaris – President and CEO, ESI; Director, Ultratech Inc. and Oregon Business Council; Engineering Technology Industry Council
Brad Gevurtz – Head of Investment Banking, D.A. Davidson & Co.

12:00 p.m. LUNCH

Luncheon Address – Merle A. Ryland - Managing Director Investment Banking, CIBC World Markets Corp.
"NYSE, AMEX, NASDAQ, AIM – What Is Happening With Stock Exchanges, and Why Should Directors Care?"

1:15 p.m. Session 3: How to Engage the Board in Strategy

Charting the right strategy and implementing it effectively defines business success. But what is the right amount of involvement by the board in developing strategy and overseeing implementation? How can directors gain sufficient insight about markets, technologies, firm competencies and weaknesses in order to be prepared for discussions about strategy? Our panelists will discuss ways in which the CEO, chairman and/or lead director need to engage the board in strategic decisions.

Moderator – Scott Dawson, Dean and Vergil Miller Professor, Portland State University School of Business Administration
Panelists
Donald Washburn – Trustee, LaSalle Hotel Properties; Director, The Greenbrier Companies, Inc., Amedisys, Inc., Key Technology, Inc. and several privately held companies; Private Equity Fund Advisory Board; Spell Capital Funds II and III
Duane McDougall – Director, Cascade Corporation, The Greenbrier Companies and West Coast Bank
Bill Lattin – Director, FEI Company, Merix Corporation, RadiSys Corporation, Tripwire, Inc. and EasyStreet Online Services, Inc.
Gerry Czarnecki – Chairman and CEO Deltennium Group, Inc.; Director and Chairman of Audit Committee, State Farm Insurance and Del Global Technologies

3:00 p.m. BREAK

3:15 p.m. Session 4: Mid-Cap Companies – Tweaking the Cost Benefit Analysis

Mid-cap companies have to deal with the same issues as FORTUNE 500 companies, but on a smaller scale. This panel looks at a variety of issues confronting boards of directors of companies that do not have the resources of their large-cap compatriots – from liability concerns to compliance best practices and dealing with auditors in a post Sarbanes-Oxley world.

Moderator – Patrick Simpson – Partner, Perkins Coie
Panelists
Denise M. Amantea, Esq. – Partner, Woodruff-Sawyer, San Francisco
David Childers – President and CEO, EthicsPoint; Charter Member and Steering and Technology Committees, and Open Compliance and Ethics Group
Trent Gazzaway – National Managing Partner of Corporate Governance Advisory Services, Grant Thornton LLP
Julia Harper – Vice President Corporate Operations, RadiSys Corporation
Andy Bryant – Executive Vice President and Chief Financial and Enterprise Services Officer, Intel Corporation

5:00 p.m. RECEPTION
Sponsored by Bowne Global Solutions, Inc.