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Enhancing Corporate Governance Through Investor Relations Insight NIRI BOSTON and NACDNE PRESENT: Enhancing Corporate Governance Through Investor Relations Insight The Boston Chapter of the National Investor Relations Institute and the New England Chapter of the National Association of Corporate Directors invite you to a panel discussion focusing on strengthening the vital link between corporate boards and investor relations. Wednesday, April 6, 2005 Genzyme Corporation 500 Kendall Street, Cambridge, MA 5:30 p.m. - 6:30 p.m. cocktail reception 6:30 p.m. – 8:30 p.m. dinner and program A panel of experts will discuss ways investor relations officers can assist boards in meeting their increasing corporate governance responsibilities for the overall benefit of the company. Among the questions to be discussed: • How can an IRO gain visibility and credibility with the board? • What type of information does the board find most valuable in its decision- making process? • What are the best methods to ensure that the board receives timely, relevant investor relations information and perspective? • How does investor relations reduce risk for the board? • How can IROs provide insight to the board in times of crisis? • How can IROs provide insight to the board before and during major corporate initiatives (i.e. M&A, repositioning, major product launch, etc.)? Panel: • Thomas J. Dougherty, Partner, Skadden Arps, and author of The Directors’ Handbook • S. Kelley MacDonald, Senior Vice President, Investor Relations, State Street Corporation • Thomas J. Sherwin, President, NE Chapter of The National Association of Corporate Directors, and Founder and President, CEO Resources Inc. • Alan Trefler, Founder, Chairman and Chief Executive Officer, Pegasystems Inc. PANELIST BIOS Thomas J. Dougherty, Partner, Skadden Arps, and author of The Directors’ Handbook Thomas J. Dougherty heads the Litigation Department in the Boston office of Skadden Arps, where he has been a partner since 1984. Mr. Dougherty has been active in many of the major control contests and other court and SEC challenges to company disclosures and officer/director conduct in the past 20 years. He has been heavily involved in litigating key cases that have fashioned the standards by which subsequent cases have been governed. Mr. Dougherty focuses on the representation and defense of companies, their officers, directors, underwriters and auditors. He has been involved from boardroom to courtroom in numerous significant jury and judge-tried cases in federal and state courts, including litigating in defense of corporate actions and disclosures, proxy contests, hostile takeover cases and numerous class action and derivative defenses. Harvard Business School has done a case study on his defense of a high-tech defendant against securities fraud allegations. He has successfully defended companies and their managements in major class action trials in Massachusetts state and federal courts against allegations that directors “froze out” and otherwise defrauded minority stockholders. Mr. Dougherty holds a J.D. from Harvard University, a B. Phil. in economics from Oxford University and a B.A. from Holy Cross College. He is a former Law Clerk to the Honorable Stephen G. Breyer, U.S. Court of Appeals for the First Circuit, now an Associate Justice of the U.S. Supreme Court. S. Kelley MacDonald, Senior Vice President, Investor Relations, State Street Corporation S. Kelley MacDonald is Sr. Vice President, Investor Relations for State Street Corporation (NYSE: STT). In 2001, MacDonald joined State Street from Brodeur Worldwide, a global communications consultancy firm, where she was senior vice president and director of Investor Relations, a practice she launched for the company. At State Street, Ms. MacDonald has managed a stock offering in conjunction with a significant acquisition. She also handled the transition to a new CFO and new CEO. She is a member of the Company’s Certification Committee and provides input to the Company’s governance actions. From 1984-1999, Ms. MacDonald held successively responsible positions in investor relations for Unitrode Corporation, a leading semiconductor manufacturer, serving as a corporate officer and vice president, corporate communications since 1992. Ms. MacDonald holds a B.A. and M.A. from Boston College. She is a trustee of the Watertown Savings Bank and a director and past president of the Watertown Boys & Girls Club. She also served for 12 years as an elected member of the Watertown School Committee. She is an active member of the National Investor Relations Institute and a director and past President of the Boston Chapter. Thomas J. Sherwin, President, NE Chapter of The National Association of Corporate Directors, and Founder and President, CEO Resources Inc. Founder and President of CEO Resources Inc., Tom Sherwin is a sought after coach to and consultant for small enterprise CEOs. Since 1990, he has provided advice and counsel to CEOs as they and their companies have successfully moved to their next plateaus. Mr. Sherwin has been quoted in The Wall Street Journal, The Boston Globe, Boston Business Journal, Business Week, INC. Magazine and BNN’s Corporate Accountability Report. Previously, Mr. Sherwin was a senior executive with medical device companies American Hospital Supply, Surgicot, G. D. Searle, Whittaker General Medical and Electro-Biology. He was President of Surgicot Flexible Packaging and Founder, CEO and Chairman of Osteo- Technology, Inc. Mr. Sherwin also completed a term as interim CEO and Chairman of the Board of Maasdam Pow’R-Pull, Inc. Mr. Sherwin was recently elected to the position of President of the New England Chapter of the National Association of Corporate Directors for whom he has been a Director for three years. A former member of the Board of Directors of The Smaller Business Association of New England, he also has served on the UMASS Dartmouth Family Business Center Board. Tom is a member of the Board of Directors of non- client Enefco, Inc. and advises client boards in the areas of corporate governance generally and education, self-evaluation, succession and board strategy development, specifically. Mr. Sherwin holds a B.A. in International Affairs from Lewis & Clark College and a J.D. from Northwestern School of Law of Lewis and Clark College, and is a member of the Washington State Bar Association and the Massachusetts Bar Association (associate member). Alan Trefler, Founder, Chairman and Chief Executive Officer, Pegasystems Inc. Alan Trefler founded Pegasystems Inc. in 1983 to provide software to manage complex, changing business processes. Trefler managed the company through its IPO in 1996, and continues to lead as Chairman and Chief Executive Officer. His interest in computers and expert systems originates from collegiate involvement in tournament chess, during which time he achieved a Master rating and was co-champion of the 1975 World Open Chess Championship. Trefler holds a degree with distinction in Economics and Computer Science from Dartmouth College. Trefler has consulted extensively in the use of advanced technologies, customer service processing, expert systems, and work automation. He has frequently presented to international audiences, and has written for major publications. He has been profiled in such publications as The Boston Globe, Forbes and Inc. Magazine, and was granted a U.S. Patent in 1998 for Pegasystems' distinctive Inherited Rule Base Architecture, which provides the framework for Pegasystems' rules-based Business Process Management (BPM) solutions. DIRECTIONS TO GENZYME CENTER From the Expressway North/South Take the exit for Storrow Drive. Follow Storrow Drive to the Kendall Square/Government Center exit, and follow the signs for Kendall Square, which will send you across the Longfellow Bridge and into Cambridge. After crossing the river, take a right at the first set of lights onto Third Street. Turn right onto Kendall Street. The underground parking garage is on your right. From the Massachusetts Turnpike (I-90 Eastbound) Take the Mass Turnpike East. Take Exit 18 (Allston/Cambridge). Follow signs toward Cambridge/Somerville. The Doubletree Guest Suites Hotel will be on your right. At the traffic light take a right onto Storrow Drive. Do not cross the river. Take the Kendall Square/Government Center exit off Storrow Drive. Follow the signs for Kendall Square, bearing left around the rotary and across the Longfellow Bridge into Cambridge. After crossing the river, take a right at the first set of lights onto Third Street. Turn right onto Kendall Street. The underground parking garage is on your right. From Logan Airport Leave your terminal and follow the EXIT signs. Once you are away from the terminal buildings and on the exit road, get into the middle lanes. The left lane will exit for the Mass Transit T Station. You will follow signs for Route 93. Take the next left hand exit for Route 93 and the Sumner Tunnel. Stay to the left, pay $2.00 toll, continue in left lane for Route 93 North. At end of the tunnel go up the ramp for Route 93 North. Stay in the right lane, you'll exit soon. Take Exit 26 Storrow Drive/Somerville/Cambridge. This is a long exit ramp that ends in merging with traffic on the right. Get into the right lane. Take the exit for Causeway Street/Cambridge. At the light take a left, getting in the right-hand lane. Go under the overpass and take a right, passing the Museum of Science. At the first working light, take a left and you will see signs for Kendall Square. At the second light take a right onto Binney Street. At the second light, take a left onto Third Street. Turn left onto Kendall Street. The underground parking garage is on your right. From the "T" Take the Red Line to the Kendall Square stop. When you exit the station, you will be on Main Street. Walk East - towards Boston - and you will see a traffic light at the corner of Broadway and Third Street. Cross at the intersection and walk down Third Street.
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