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WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL GUEST OF HONOR: Michelle Banks Executive Vice President, Global General Counsel, Corporate Secretary & Chief Compliance Officer, Gap Inc. WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL THE SPEAKERS Michelle Banks Robyn Crowther Mark Krotoski Executive Vice President, Partner, Caldwell Partner, Morgan Lewis Global General Counsel, Leslie & Proctor, PC & Bockius LLP Corporate Secretary & Chief Compliance Officer, Gap Inc. John Yslas Jessica Perry Cristina Shea Partner, Norton Rose Fulbright LLP Partner, Orrick, Herrington Partner, Reed Smith LLP & Sutcliffe LLP (The biographies of the Distinguished Panelists are presented at the end of this transcript. Further information about the Directors Roundtable can be found at our website, www.directorsroundtable.com.) TO THE READER General Counsel are more important than ever in history. Boards of Directors look increasingly to them to enhance financial and business strategy, compliance, and integrity of corporate operations. In recognition of our distinguished guest of honor’s personal accomplishments in her career and her leadership in the profession, we are honoring Michelle Banks, Global General Counsel of Gap Inc., with the leading global honor for General Counsel. Gap Inc. is a global retailer comprised of the Gap, Banana Republic, Old Navy, Athleta, and Intermix brands. Michelle Banks will address several initiatives, including the company’s work to empower women. Following her remarks, the panelists will discuss a range of topics, including employment, cyber risks and other cyber liability insurance, diversity, and dispute resolution. The Directors Roundtable is a civic group which organizes the preeminent worldwide programming for Directors and their advisors, including General Counsel. Jack Friedman Directors Roundtable Chairman & Moderator Fall 2015 2 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL Michelle Banks is Executive Vice President, consortium of 26 North American retail- Global General Counsel, Corporate Secre- ers, and Chair of the Board of Directors of tary and Chief Compliance Officer of Gap Minority Corporate Counsel Association. Inc. (Gap, Banana Republic, Old Navy, She is also Co-Chair of UCLA Law Women Athleta, and Intermix) located in San Fran- LEAD and serves as a Commissioner on the cisco, California. She reports to the Chief American Bar Association’s Commission Executive Officer and is a member of his on Women in the Profession. senior leadership team. Michelle currently leads the Company’s global equity, gover- Michelle has been recognized as a Most nance, integrity, legal, and privacy functions. Influential Woman in Bay Area Business During her tenure at Gap Inc., she has also and Corporate Counsel Diversity Champion overseen the foundation, franchise services, by the San Francisco Business Times, a sustainability and government affairs, and Most Powerful and Influential Woman by public policy functions. Michelle joined the California Diversity Council, a Woman of Michelle Banks Company in 1999. Achievement by Legal Momentum, and a Top Executive Vice President, Global General Counsel to Watch by Corporate Board General Counsel, Corporate In addition to her current role at Gap Inc., Member. In 2014, Santa Clara University Law Secretary & Chief Compliance Michelle is the Senior Executive of the School presented her with their Social Justice Officer, Gap Inc. Alliance for Bangladesh Worker Safety, a and Human Rights award. Gap Inc. For more than 45 years, Gap Inc. has stood A diverse group of women make up for opportunity and equality. Doris and Don 74% of our employee base. And women Who We Are each contributed an equal amount to open are the majority of our customers. Around Doris and Don Fisher opened the first Gap that first Gap store. They also shared an the globe, women control 65% of purchases store in 1969. The reason was simple: Don unconditional commitment to make a pos- and about $28 trillion of global consumer couldn’t find a pair of jeans that fit. itive impact on people whose lives we touch. spending each year. They never expected to transform retail. But Starting with Doris, women have always they did. We are on a journey to be the best fashion been vital to our success. In 1969, having retailer, from value to luxury, in the world. Guided by humility and a strong desire a woman and man co-found a company, This will be achieved by delivering great to win, the Fishers grew their company with the woman having an equal stake, product to our customers and continuing thoughtfully. Customers responded. was revolutionary. to be an inclusive employer, that is the best place for women to work and shop. Today, Gap Inc. is a leading global fash- We have a proud tradition of women ion retailer with five brands — Gap, leaders. From store managers to division While many things have changed since Banana Republic, Old Navy, Athleta and presidents, to the women who over the 1969, the principles on which we were INTERMIX — over 3,700 stores and more years have run and helped to grow each of founded have stayed the same: operating than 130,000 employees. Customers in our five brands, to our current female lead- with values and ethics, and delivering great over 90 countries can buy our products. ership team members. product to our customers. Fall 2015 3 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL JACK FRIEDMAN: I’m Jack Friedman, Chairman of the Directors Roundtable. We are a civic group which has done about 800 events globally. We’ve never charged anyone to attend, and our mission is to do the fin- est programs for Boards of Directors and their advisors, including General Counsel. We’re very privileged today to present the leading World Honor for General Counsel to Michelle Banks, Executive Vice President, Global General Counsel, Corporate Secretary & Chief Compliance Officer, Gap Inc. Michelle has a very interesting back- ground. She was in private practice; she’s a graduate of the UCLA Law School. We were actually at the law school overlapping one year, although I didn’t know her at the time. She has important activities outside her cor- porate responsibilities. She’s the Chairman of the Minority Corporate Counsel Association, which is the leading group for minority corporate counsel in the country. She’s also going to talk about her work with the retail industry, including Bangladesh. I would like to explain the nature and the Gap Inc. is a $16 billion global apparel We recognize that the most sustainable purpose of the series. Directors around the retailer comprised of the Gap, Banana progress can be achieved when business world have told us that people do not really Republic, Old Navy, Athleta, and Intermix results are proven. One example of this understand what their companies do. They brands. Gap Inc. continues to rank as a commitment to people and communities at wanted a series with integrity, where busi- top corporate citizen, with recognition as Gap Inc. is our Personal Advancement & ness leaders and General Counsel can talk the World’s Most Ethical Company, the Career Enhancement program, or what we about their companies, their legal depart- Brand That Changed the World, Hundred call the “P.A.C.E.” program. This program ments, and how important it is to be a good Best Corporate Citizens, and recognized benefits female garment workers who make citizen, so we have provided this forum as on the Dow Jones Sustainability and the our clothes throughout our global supply part of our many programs that we do. Corporate Equality Indices. chain. Our P.A.C.E. program empowers We’re very pleased that Michelle accepted women to expand their horizons and our invitation, and that Gap Inc. will be We were founded here in San Francisco change their lives through education and featured today. We would like to have her in 1969, in a single store. Today, we’ve professional opportunities. To date, more start now. Thank you. grown to more than 3,000 stores globally. than 30,000 women in 10 countries have We have more than 130,000 employees, taken the educational steps to participate MICHELLE BANKS: Good morn- and our customers can buy our products in the P.A.C.E. program. They have gained ing. Thank you, Jack and the Directors in 90 countries around the world. While confidence and acquired skills through Roundtable. One can hardly feel worthy of an many things have changed at Gap the com- this program. The program, very impor- honor with “world recognition” in the title! pany since 1969, the priorities that we were tantly, generates business results, helping [LAUGHTER] Thank you all for coming to founded upon have not. We want to delight to reduce turnover and absenteeism, and this breakfast so early, and I really want to say our customers with quality clothing, and at increase productivity and promotion. that I’m very grateful for the Gap Inc. legal the same time, we want to do what’s right. team that I work with, and for all of our exter- Our philosophy is simple: we seek to make Based on these proven results, we’ve recognized nal partners. Many of you are here today and a positive, lasting change on the people and the opportunity and the potential to achieve have been longtime supporters, so thank you. in the places where we do business. an even larger impact, and last month, some Fall 2015 4 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL of you might have seen our CEO, Art Peck, One of our top priorities at Gap Inc. is announce at the Clinton Global Initiative that to make sure that we are viewed as a great we will seek to reach one million women with place to work. Not all organizations are the P.A.C.E. program by 2020. We want to viewed as a great place to work for women.