2014 Millstein Governance Forum

Professional Bios of Panelists

Vedat Akgiray

Professor, Boğaziçi University, Former Chairman, Capital Markets Board of Turkey

Vedat Akgiray has graduated from the Bogaziçi University in 1980, after finishing high school at Robert College of Istanbul. He has obtained MA in economics, MBA degrees and also PhD degree in finance at Syracuse University. Having held several posts at numerous universities both in the US and in Turkey, he has published and presented more than one hundred articles on various international academic platforms. He has tutored and advised many students at both doctorate and also master degree levels. Since 1990, he has held his academic position at Bogaziçi University. He was the founder of the MS program in Financial Engineering in 2002. During the period 2009 - 2012, he served as the Chairman of the Capital Markets Board of Turkey, vice-Chair of the IOSCO Board and Chairman of the IOSCO Emerging Markets Committee. He is currently the director of the Center for Research in Corporate Governance and Financial Regulation at Bogazici University.

Alissa Amico

Project Manager, Corporate Governance, MENA Region, Organisation for Economic Co-operation and Development (OECD)

Ms. Alissa Amico (Koldertsova) is responsible for managing the OECD's work on improving corporate governance in the Middle East and North Africa region. Since joining the OECD in 2005, Ms. Amico has been working with both government and private sector representatives in the region on advancing national and regional corporate governance priorities though capacity building activities, research and policy roundtables. She has provided technical assistance to a number of governments in the region in design of regulatory initiatives and institution building.

Ms. Amico has authored and co-authored a number of publications including Private Sector Development in the Middle East and North Africa (2008), Policy Brief on Corporate Governance 2

of Banks in the Middle East and North Africa (2009), The Role of MENA Stock Exchanges in Corporate Governance (2012), Towards Better Arrangements for State Ownership (2012) as well as articles in regional and international magazines and media. In recent years, her work has focused on improving corporate governance of listed companies and state-owned enterprises in the MENA region.

Prior to joining the OECD, Ms. Amico focused primarily on risk management and restructuring issues in the Canadian banking sector, first within the TD Bank Financial Group and subsequently at Deloitte and Touche in Toronto. Ms. Amico holds a Bachelors degree in Business Administration from the Schulich School of Business, York University (Canada) and a Masters degree in Political Economy from the London School of Economics (UK). She is a member of the French Institute of Directors (IFA) and has in 2011 been named one of the Top 100 Leaders in Europe and the Middle East by the Centre for Sustainability and Excellence.

Heloisa B. Bedicks

Managing Director, Brazilian Institute of Corporate Governance (IBGC)

Heloisa B. Bedicks has been the managing director of the Brazilian Institute of Corporate Governance – IBGC, the leading corporate governance organization in South America, since 2001. She serves on the board of Governors of the IGCN – International Corporate Governance Network and on the board of ACAF, the Association of the Sponsors of the Brazilian Takeover Panel. She was the president of the IGCLA (Latin American Corporate Governance Institutes) until July 2013 and now serves on its Executive Committee. She also serves on the Executive Committee of the GNDI – Global Network of Director Institutes. She holds a MBA from Universidade Presbiteriana Mackenzie, a degree in Economics from University of Campinas, in Accounting from Pontificia Universidade Catolica de Campinas and a postgraduate degree in Finance from Universidade Salesianas.

Kenneth Bertsch

Partner, CamberView Partners

Ken Bertsch joined CamberView in January 2014 with more than three decades of leadership roles in corporate governance. Previously, Mr. Bertsch led corporate governance teams at Morgan Stanley Investment Management, Moody’s Investors Service Corporate Governance Ratings, and served as Director of Corporate Governance at TIAA-CREF. He most recently served as CEO and President of the Society of Corporate Secretaries and Governance Professionals. Early in his career, he served for 14 years in various capacities at the Investor Responsibility Research Center (a predecessor company of ISS), including as Director of IRRC’s 3

Corporate Governance Service and Director of its Social Issues Service. Mr. Bertsch currently serves as a director on the board of the Investor Responsibility Research Center Institute, and has been named one of the 100 most influential leaders in corporate governance by the National Association of Corporate Directors.

Stephen L. Brown

President & CEO, Society of Corporate Secretaries and Governance Professionals

Stephen L. Brown is president and chief executive officer of the Society of Corporate Secretaries and Governance Professionals. A securities lawyer by training, Mr. Brown served as both a corporate governance professional and in-house legal counsel for TIAA-CREF from 2005 to April 2014. In addition to managing the corporate governance team and leading many of the corporate governance and social responsibility initiatives related to TIAA-CREF’s over $500 billion investment portfolio, Mr. Brown also advised management and the boards of the TIAA- CREF group of companies on internal corporate governance matters. Prior to this role, Mr. Brown practiced securities law at Wilmer, Cutler, Pickering, Hale & Dorr, LLP and Skadden, Arps, Slate, Meagher & Flom, LLP, and was a financial analyst with Goldman Sachs. For the last three years, the NACD has named him one of the 100 most influential people in corporate governance and the boardroom. In 2009, the Millstein Center named him as one of the 10 Global Rising Stars of Corporate Governance. He is an adjunct professor at Yale University and the Skadden Legal Honors program at City College of New York. Mr. Brown received his B.A. from Yale University and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar and an Olin Law & Economics Junior Fellow.

Leslie Brun

Chairman, Broadridge Financial Solutions, Non-Executive Chairman, Automatic Data Processing

Mr. Brun is chairman and chief executive officer of Sarr Group, LLC, an investment holding company that manages Mr. Bruns personal and family investments. He is the founder and was chairman emeritus of Hamilton Lane, a private equity advisory and management firm where he served as chief executive officer and chairman from 1991 until 2005. In addition, Mr. Brun is a managing director and head of investor relations at CCMP Capital Advisors, LLC, a global private equity firm. Mr. Brun also serves as the chairman of the board of directors of Broadridge Financial Solutions, Inc., a director and chairman of the audit committee of Merck & Co., Inc., and a director of NXT Capital. Mr. Brun has extensive financial expertise coupled with a track record of achievement demonstrated by his career at Hamilton Lane, his experience as a managing director and co-founder of the investment banking group of Fidelity Bank, and as a vice president in the corporate finance division of E.F. Hutton & Co. 4

Maureen Bujno

Director, Deloitte Global Center for Corporate Governance

With increasing demands, escalating risks, evolving regulations, board members are facing a changing governance landscape. It’s increasingly important for board members to have command of the issues impacting strategic decision-making and value creation. When it comes to governance, board and audit committee issues, Maureen Bujno is a specialist.

She is a director with Deloitte LLP and played a significant role in the establishment of the Center for Corporate Governance. She now leads many of the Center’s activities, such as advising on board and audit committee leading practices, research and thought leadership development, and building and maintaining relationships with third-party governance organizations. In 2008, Maureen was named one of the Yale School of Management Millstein Center for Corporate Governance and Performance’s “Rising Stars of Corporate Governance.”

During her twenty-plus-year tenure with Deloitte, Maureen has also spent seven years with the audit practice of Deloitte & Touche LLP serving clients in the manufacturing, consumer business, professional services and telecommunications industries, and seven years in Deloitte’s Merger & Acquisition services group.

Maureen received a bachelor of science in accounting from Fairfield University. She is a Certified Public Accountant (CPA) in both Connecticut and New York, and is a member of the Connecticut Society of CPAs, the American Institute of Certified Public Accountants, the Committee for Economic Development Corporate Governance subcommittee, National Association of Corporate Directors and the Society of Corporate Secretaries and Governance Professionals.

Outside of the office, she is a member of the board of directors of the YMCA West Side, New York City branch, and the Fairfield University Alumni Association board of directors, where she serves as treasurer and Finance Committee Chair.

Russell Carson

Co-Founder and General Partner, Welsh, Carson, Anderson & Stowe

Russell Carson attended public high school in Toledo, Ohio, prior to receiving a BA degree in economics from Dartmouth College in 1965 and an MBA from Columbia Business School in 1967. Since 1978 Mr. Carson has been a General Partner of Welsh, Carson, Anderson & Stowe (WCAS), one of the Country’s largest private investment firms, which he co-founded. Over the past 33 years, WCAS has raised 15 institutionally funded limited partnerships with total capital in excess of $20 billion and has invested in more than 250 companies. Mr. Carson has focused 5

on WCAS’s healthcare investment activities and is currently a director of two portfolio companies. From 1967 to 1978 he was employed by the Citicorp Venture Capital subsidiary of Citicorp and served as its Chairman and CEO from 1974 to 1978. Active in community affairs, Mr. Carson is Chairman of The Rockefeller University Board of Trustees, Chairman of the New York Genome Center, Chairman Emeritus of the Board of Overseers of Columbia Business School, a Trustee of the Metropolitan Museum of Art, a Trustee of the New York-Presbyterian Health System, a director of the New York City Investment Fund, a Director of the National September 11 Memorial & Museum at the World Trade Center and Chairman of the Partnership for Inner-City Education. He resides in New York City with his wife Judy and their two children.

Douglas Chia

Assistant General Counsel and Corporate Secretary of Johnson & Johnson, Johnson & Johnson

Douglas K. Chia is Assistant General Counsel & Corporate Secretary at Johnson & Johnson, the world’s most comprehensive and broadly-based manufacturer of health care products, headquartered in New Brunswick, New Jersey. His responsibilities include providing legal counsel to the corporation on matters of corporate governance, securities regulation, public company disclosure, and Dodd-Frank Act and Sarbanes-Oxley Act compliance. Prior to joining Johnson & Johnson, Mr. Chia was Assistant General Counsel, Corporate at Tyco International. In private practice, Mr. Chia was an associate at the law firms of Simpson Thacher & Bartlett and Clifford Chance, practicing in the New York and Hong Kong offices of each firm. While in private practice, Mr. Chia provided legal counsel to issuers and underwriters on securities offerings and cross-border transactions. Mr. Chia is the incoming Chair of the Board of the Society of Corporate Secretaries & Governance Professionals and recently served as Chair of the Society’s Succession Committee. Mr. Chia is also a member of the American Bar Association, Association of Corporate Counsel, and National Asian Pacific American Bar Association.

Adam D. Chinn

Partner and Co-Founder, Centerview Partners LP

Adam D. Chinn, Partner, co-founded Centerview. At Centerview, Mr. Chinn has recently advised Capital One on its $9bn acquisition of ING Direct and its $2.6bn acquisition of HSBC’s credit card portfolio, Dreamworks Animation on the formation of its joint venture Oriental Dreamworks and the Estate of Craig H. Neilsen on the disposition of a majority interest in Ameristar Casinos. 6

Prior to joining Centerview, Mr. Chinn has advised on several of the most prominent financial institution mergers over the last decade, including advising Bank One on its $58 billion merger with J.P. Morgan Chase, advising Wells Fargo on its $34 billion merger with Norwest, advising AIG on the company’s $23 billion acquisition of American General, advising Fleet on its $16 billion acquisition of Bank of Boston, advising DLJ on its $12 billion merger with Credit Suisse First Boston.

Mr. Chinn joined Centerview with 20 years of legal experience, most recently as a partner at Wachtell, Lipton, Rosen & Katz. While at Wachtell, Lipton, Rosen & Katz, Mr. Chinn was active in both the firm’s mergers and acquisitions practice and its transaction-related executive compensation practice, with a particular emphasis on transactions involving financial service institutions.

Mr. Chinn currently serves as the Chairman of the Board of the Young People's Chorus of NYC. Mr. Chinn is a graduate of New York University School of Law and Oxford University.

Reatha Clark King

Former Chairman, Board of Trustees, General Mills Foundation

Dr. Reatha Clark King is Chairwoman of the Board of the National Association of Corporate Directors (NACD), and a Life Trustee of the University of Chicago. She has over 35 years of long-time service on corporate and nonprofit boards of directors as an independent director. She is a former board member of Exxon Mobil Corporation, Wells Fargo Company, Minnesota Mutual Companies, H. B. Fuller Company, Lenox Group Inc, and the Allina Health System. King has served on several NACD Blue Ribbon Commissions, including the Board Leadership, Director Liability, Risk Governance, Effective Lead Director, Board Diversity, and Talent Development Commissions. She has served on the boards of several major nonprofit, philanthropic, and government organizations including the American Council on Education, the Council on Foundations, and the Commission on National and Community Service. King is former president and board chair of the General Mills Foundation and vice president of General Mills, Inc. Prior to joining General Mills, King served for 11 years as president of Metropolitan State University in the Twin Cities, and prior to that position, she was associate dean at York College of the City University of New York. A chemist by training, King began her professional careers as a research chemist at the National Bureau of Standards in Washington, DC. King received her undergraduate degree from Clark Atlanta University, master’s and doctorate degrees in chemistry from the University of Chicago, and the MBA degree from Columbia University. She has 14 honorary doctorate degrees and has been awarded over 60 civic and business awards, including NACD’s 2004 Director of the Year Award. 7

Julie Daum

Partner and Co-Practice Leader of the Board and CEO Practice, Spencer Stuart

Julie Hembrock Daum leads the North American Board Practice and serves on the board of directors of Spencer Stuart. She consults with corporate boards, working with companies of all sizes from the Fortune 10 to pre-IPO companies. She has conducted more than 1,000 board director assignments, recently recruiting outside directors for General Electric, Coach, Wal- Mart, Bank of Montreal, numerous IPOs and spin off boards.

A recognized expert on governance topics, Julie helped found and develop the Wharton School’s Corporate Governance: Fresh Insights and Best Practices for Directors program and is regularly quoted in The New York Times, Financial Times, BusinessWeek, Time magazine and The Wall Street Journal. She is also the co-author of the recent business book You Need a Leader—Now What? How to Choose the Best Person for Your Organization.

A recognized expert on governance topics, Julie helped found and develop the Wharton School’s Corporate Governance: Fresh Insights and Best Practices for Directors program and is regularly quoted in The New York Times, Financial Times, BusinessWeek, Time magazine and The Wall Street Journal. She is also the co-author of the recent business book You Need a Leader—Now What? How to Choose the Best Person for Your Organization.

Prior to joining Spencer Stuart, Julie was the executive director of the corporate board resource at Catalyst, where she managed all board of directors' activities and worked with companies to identify qualified women for their boards. Julie began her career as a consultant with McKinsey & Company in Los Angeles.

Julie is a graduate of the Wharton School at the University of Pennsylvania with an M.B.A. in corporate finance. She serves on the board of directors of Citymeals on Wheels and as a commissioner for the Women's Refugee Commission.

Stephen Davis

Associate Director, Programs on Corporate Governance and Institutional Investors, Harvard Law School

Stephen Davis, Ph.D. is a senior fellow and associate director of the Harvard Law School Programs on Corporate Governance and Institutional Investors. He is also a nonresident senior fellow at the Brookings Institution, where he co-directs the World Forum on Governance. From 2007-2012 he was executive director of the Yale School of Management’s Millstein Center for Corporate Governance and Performance and Lecturer on the SOM faculty. US SEC Chair Mary Schapiro named Davis to the Investor Advisory Committee, and as chair of its Investor as Owner subcommittee. He is a board member of Hermes EOS, the shareowner engagement arm 8

of Hermes Fund Managers, and a trustee of ShareAction, the UK-based NGO focused on pension fund and fund manager accountability.

Winner of the 2011 ICGN Award for Excellence in Corporate Governance, Davis co-authored The New Capitalists: How Citizen Investors are Reshaping the Corporate Agenda (Harvard Business School Press, 2006). Davis was a founder of the UN Principles for Responsible Investment. He earned his doctorate at the Fletcher School of Law and Diplomacy, Tufts University, and completed undergraduate studies at Tufts and the London School of Economics. Other books include Apartheid’s Rebels: Inside South Africa’s Hidden War (Yale University Press, 1987), which was nominated for a Pulitzer Prize.

Peter Dey

Chairman, Paradigm Capital Inc.; Fmr. Chairman, Morgan Stanley Canada Ltd.

Peter Dey is currently the Chairman of Paradigm Capital Inc., and chairs the Private Sector Advisory Group of the Global Corporate Governance Forum (now the CG division of the IFC). He sits opn the boards of three large publicly traded companies listed in Toronto, London and New York.

Mr. Dey was most recently a Partner of Osler, Hoskin & Harcourt LLP specializing in corporate board issues and mergers and acquisitions. Prior to this role, he was Chairman of Morgan Stanley Canada Limited and involved in developing the Canadian investment banking business and the overall strategic direction of Morgan Stanley in Canada.

From 1993 to 1995, Mr. Dey chaired The Toronto Stock Exchange Committee on Corporate Governance in Canada that released in December 1994 the report entitled Where Were the Directors? also known as the Dey Report. The report established standards of corporate governance for Canadian corporations.

Mr. Dey served as Chairman of the Ontario Securities Commission, Canada's representative to the OECD Task Force that developed the OECD Principles of Corporate Governance released in May of 1999.

Mr. Dey was awarded the ICGN Lift Time Achiever in Corporate Governance Award in 2010, and was elected as a director of ICGN.

Mr. Dey attended Queen's University where he earned his Bachelor of Science in 1963 and Dalhousie University where he earned his Bachelor of Laws degree in 1966. He also received his Master of Laws degree from Harvard University in 1967.

Mr. Dey is a director of Soulpepper Theatre Company and Alpine Ontario. 9

Cynthia Fornelli

Executive Director, Center for Audit Quality (CAQ)

Cindy Fornelli is the Executive Director for the Center for Audit Quality (CAQ). The CAQ is dedicated to enhancing investor confidence and public trust in the global capital markets by fostering high quality performance by public company auditors. The CAQ also convenes and collaborates with other stakeholders to advance the discussion of critical issues requiring action and intervention; and advocates policies and standards that promote public company auditors’ objectivity, effectiveness and responsiveness to dynamic market conditions. As Executive Director, Fornelli is responsible for carrying out the mission and vision of the CAQ’s Governing Board, which is comprised of eight leaders from public company audit firms, the American Institute of CPAs and three independent public members. In 2013, Fornelli was named for the fifth time to the NACD Directorship D100 list of the most influential people in corporate governance and to Accounting Today’s Top 100 Most Influential People list for the seventh consecutive year. In January 2014, the American Accounting Association’s Auditing Section honored Fornelli and the CAQ with a Special Award of Merit. Fornelli currently serves as a member of the Financial Accounting Standards Advisory Council, which is responsible for advising the Financial Accounting Standards Board on technical issues, project priorities, and other matters that affect accounting standard setting, and the Securities and Exchange Commission Historical Society’s Board of Trustees, Class of 2014. She previously served on the National Association of Corporate Directors’ 2010 Blue Ribbon Commission on the Audit Committee and 2009 Blue Ribbon Commission on Risk Governance. A frequent guest speaker and panelist at prominent business community events, she has been interviewed or quoted by media outlets including Fox Business News, National Public Radio, USA Today, The Washington Post, The Wall Street Journal, Financial Times, the Associated Press, Reuters, Dow Jones Newswires and Bloomberg News. Additionally, Fornelli regularly offers her views as one of a select group of thought leaders participating in LinkedIn’s Influencers program. Prior to becoming the Center’s Executive Director, Fornelli was the Regulatory and Conflicts Management Executive at Bank of America. In that role, she was responsible for managing enterprise-wide conflicts that potentially could arise from the bank's delivery of multiple products and services across several business divisions, particularly as these conflicts related to securities regulation. Fornelli also had responsibility for coordinating enterprise regulatory relations with securities and banking regulators. Before joining Bank of America, Fornelli was Deputy Director of the Division of Investment Management of the U.S. Securities and Exchange Commission, where she was responsible for implementing SEC policy, rules and regulations in the investment company and investment advisory industries. Fornelli is a graduate of Purdue University and received her J.D. at The George Washington University. She is a former securities lawyer and a member of the Washington, D.C. bar and the American Bar Association. Fornelli also serves on the Board of the Washington Literacy Center. 10

Christine Gogan

Senior Portfolio Manager, CalPERS

Christine joined CalPERS Private Equity “PE” in January 2012 where she leads the Investment Management Team. The chief responsibility of the Investment Management Team is to develop bottom-up insight concerning value creation/sustainability across a portfolio of over 300 PE Fund Investments/ 5,000 + portfolio companies. Prior to joining PE, Christine served as a Senior Portfolio Manager in the CalPERS Global Real Estate Unit where her role was Top-Down Real Estate Portfolio Management with an emphasis on Risk, Analytics, Governance, Research and Operations for the total real estate portfolio. She brings 17 plus years of investment management experience gained working with corporate and public plans. Christine came to CalPERS in early 2010 from Qwest Asset Management Co. where she worked in Asset Allocation, Public Equities and Private Markets. Christine received a Master of Laws in Taxation from the University of Denver, J.D. with Distinction from the University of Nebraska, Master of Professional Accountancy from the University of Nebraska, MBA from the University of Kansas, Bachelors of Science in Accounting and Administration from the University of Kansas. In addition, she maintains an active license to practice both law and accounting in Colorado. Christine is also a CFA Charterholder.

Harvey Goldschmid

Dwight Professor of Law, Columbia Law School

Harvey J. Goldschmid is Dwight Professor of Law at Columbia University. He has served as Dwight Professor since 1984, and was an Assistant Professor (1970-71), an Associate Professor (1971-73), and a Professor of Law (1973-84) at Columbia. He is also Senior Counsel at the law firm of Weil, Gotshal & Manges LLP. From 2002-05, Professor Goldschmid served as a Commissioner of the United States Securities and Exchange Commission, and in 1998-99, he was the SEC’s General Counsel (chief legal officer); from January 1 to July 15, 2000, he was Special Senior Advisor to SEC Chairman Arthur Levitt.

Professor Goldschmid now serves as Chair of the Board of Directors of the Greenwall Foundation, as a Public Governor and Chair of the Regulatory Policy Committee of the Financial Industry Regulatory Authority (FINRA), as a Trustee of the International Financial Reporting Standards (IFRS) Foundation, as a Director of the National Center on Philanthropy and the Law, as a Director of Transparency International-USA, and on the Governing Board of the Center for Audit Quality. He is also on the Advisory Board of the Yale’s Millstein Center for Corporate Governance and Performance and on the PCAOB Advisory Council. Until recently 11

he served as Co-Chair of the IASB/FASB Financial Crisis Advisory Group, (“an 18 member panel of senior international leaders with broad experience in the global financial system”).

Professor Goldschmid has been a frequent lecturer at national and international legal programs and conferences, and in recent years, served as a Distinguished Visitor at the American Academy in Berlin, Germany, as Distinguished Fellow in Ethics and Leadership at NYU’s Stern School of Business, and as a Business Law Advisor for the ABA Section of Business Law (“a distinguished leader of the profession” who will share “wisdom and experience with members of the Section”). He received: the 2004 Lawrence A. Wien Prize for Social Responsibility from Columbia University (honoring an attorney who puts his “legal skills to work for the public good”); the 1999 Chairman’s Award for Excellence from the SEC; and several teaching awards, including Columbia Law School’s Willis L.M. Reese Award for Excellence in Teaching in both 1996 and 1997.

From 1980-93, Professor Goldschmid served as a Reporter for the American Law Institute’s Principles of Corporate Governance: Analysis and Recommendations. In 2000-01, he served as Chair of the Nominating Committee, and in 1998, completed a term as Treasurer and a member of the Executive Committee (i.e., Board of Directors) of the NYC Bar Association, where Professor Goldschmid previously served as Chair of the Executive Committee, Chair of the Committee on Securities Regulation, and Chair of the Committee on Antitrust and Trade Regulation. He also has served as Chair of the Section on Antitrust and Economic Regulation of the Association of American Law Schools and as Founding Director of Columbia University’s Center for Law and Economic Studies.

Mr. Goldschmid serves on Weil’s Financial Regulatory Reform Working Group, providing expertise regarding evolving legislation and rulemaking in connection with securities regulation and the role of the SEC.

Professor Goldschmid received his J.D., magna cum laude, from Columbia Law School in 1965 and a B.A., also magna cum laude, from Columbia College in 1962. He was Articles Editor of the Columbia Law Review and a member of Phi Beta Kappa. He is the author of numerous publications on corporate, securities, and antitrust law.

Harvey Golub

Partner, GRS Partners, Former CEO, American Express

Harvey Golub, 75, joined American Express in 1983 as President and Chief Executive Officer of IDS Financial Services (now known as Ameriprise Financial). In 1990, he was named Vice Chairman of American Express and subsequently elected Chief Executive Officer and Chairman of the Board. Mr. Golub retired as CEO and Chairman of American Express in early 2001. Prior to joining IDS, Mr. Golub was a Director with McKinsey & Co., where he worked on strategy 12

and organizational issues for a number of corporations. Mr. Golub is the Chairman of Miller Buckfire & Co., LLC and serves on the firm’s Board of Advisors since 2004. He currently serves on the Boards of Hess Corporation, Dynasty Financial Partners, LLC, and Plastiq, Inc. He also serves as a member of the Advisory Board of Marblegate Asset Management, LLC. Previously, Mr. Golub served as Non-Executive Chairman of the Board of American International Group (AIG), Campbell Soup Company and The Reader’s Digest Association. He has also served as a member of the Board of Dow Jones & Company and RHJI International and several private companies. In addition, Mr. Golub serves on the Boards of the American Enterprise Institute for Public Policy Research and New York-Presbyterian Hospital. He is a Director Emeritus and member of the Investment Committee of the Lincoln Center for the Performing Arts.Mr. Golub received a B.S. degree from the New York University in 1961.

Jeffrey Gordon

Richard Paul Richman Professor of Law, Columbia Law School; Faculty Co-Director, Millstein Center

Jeff Gordon teaches and writes extensively on corporate governance, mergers and acquisitions, comparative corporate governance, and, more recently, the regulation of finance institutions. Recent papers relevant to current debates include: Executive Compensation and Corporate Governance in Financial Firms: The Case for Convertible Equity-Based Pay (forthcoming Columbia Business Law Review); The Agency Costs of Agency Capitalism (with Ronald J. Gilson) (forthcoming Columbia Law Review), Money Market Funds Run Risk: Will Floating Net Asset Value Fix the Problem? (with Christopher M. Gandia); and Systemic Harms and the Limits of Shareholder Value (with John Armour). He is working on a book on Principles of Financial Regulation with co-authors from Oxford and a revision of the Law and Finance of Corporate Acquisitions with Professor Gilson and others. Professor Gordon graduated from Yale and Harvard Law School, clerked for a federal appeals court judge, practiced at a New York law firm, and worked in the General Counsel’s office of the U.S. Treasury. He began his academic career at NYU in 1982 and moved to Columbia in 1988. While at Treasury, he worked on the Chrysler Corporation loan guarantee program and financial regulation.

Stephen Haddrill

Chief Executive Officer, Financial Reporting Council (FRC)

Stephen Haddrill became Chief Executive Officer of the Financial Reporting Council in November 2009. Previously he was Director General of the ABI from May 2005. In December 2008, Stephen was appointed as a member of the Financial Crisis Advisory Group (FCAG), the high-level advisory group set up by the International Accounting Standards Board and the 13

Financial Accounting Standards Board to consider financial reporting issues arising from the global financial crisis.

October 2007 to October 2011, Stephen was appointed Vice President and Chair of the Board of the Institute for Employment Studies, the UK's leading employment and human resources experts.

Stephen was Director General, Fair Markets Group at the Department of Trade and Industry (DTI), where he was responsible for the development of the framework within which business operates, including the competition and consumer framework, employment relations, company law, women and equality issues, and also trade and European issues. He held this position from January 2002.

Prior to this, from 1998 until Spring 2002, he held other positions within the DTI, including Director of Employment Relations, and Consumer Affairs. From 1994 to 1998 he was a director of the DTI’s Competitiveness Unit, a central policy team reporting directly to the Secretary of State.

From 1990 to 1994 he left the UK civil service to work for the Hong Kong Government as a member of the Governor’s Central Policy Unit.

Stephen studied history and economics at Oxford University and joined the Department of Energy in 1978 where he held a number of posts, principally on nuclear issues and as Principal Private Secretary to the Secretary of State for Energy.

Luzi Hail

Associate Professor of Accounting, Wharton School, University of Pennsylvania

Luzi Hail joined the Accounting Department at the Wharton School of the University of Pennsylvania in 2004, where he is now an Associate Professor of Accounting. His research interests focus on international accounting, disclosure and securities regulation, cost of capital, and the interrelation between countries' institutional framework and the reporting behavior by corporations. His research has won several awards and has been published, among others, in the Accounting Review, the Journal of Accounting Research, the Journal of Accounting and Economics, and the Journal of Financial Economics. He serves on the editorial board of several academic journals. Prior to joining the Wharton School, Luzi Hail spent three years as a Visiting Scholar at the University of Washington in Seattle. He earned his doctorate from the University of Zurich, where he later joined the Economics and Business faculty as an Assistant Professor. He has also worked for Credit Suisse and the Union Bank of Switzerland in the Accounting & Control Group and the Asset & Liability Management Department. 14

Susan Arnot Heaney

Principal, Susan Arnot Heaney Consulting; Fmr. Executive Director, Corporate Responsibility, Avon Products Inc.

Susan Arnot Heaney is an independent consultant in corporate responsibility, cause marketing, philanthropy and communications, with a focus on helping organizations truly do well by doing good. She believes in the power of business to transform the world and the vital role of public-private partnerships to address global issues.

Heaney spent nearly 16 years with Avon Products, Inc., starting as Director of Global Public Relations and serving in numerous roles for both the corporation and the Avon Foundation, which became a public charity during her tenure.

At Avon she had the opportunity to develop and lead many award-winning global programs, including the Avon Breast Cancer Crusade, Speak Out Against Domestic Violence and Hello Green Tomorrow, which was Avon’s first environmental program. In her final role as Executive Director, Corporate Responsibility, Heaney was tapped to develop Avon’s corporate responsibility practice, including strategic policies, communications, reporting, stakeholder engagement, mobilization and fundraising. Prior to Avon she was Director of Public Relations & Corporate Communications for Elizabeth Arden and served on the Communications Council of then-parent company Unilever. Early in her career Heaney worked in the business side of publishing.

She serves on the board and council of several non-profits, including the Business Council for Peace (Bpeace), with whom she traveled to El Salvador in 2013 to work with entrepreneurs.

Heaney is an avid gardener and New York City Parks Volunteer. She and her husband divide their time between historic homes in New York City and Greenport, Long Island.

Paul C. Hilal

Partner, Pershing Square Capital Management LP

Paul C. Hilal is a Partner at Pershing Square Capital Management, which he joined in January of 2006. Pershing Square is a New York City-based hedge fund founded in 2004. Pershing manages $13bn of capital, and has generated returns to investors of approximately 20% per annum net of fees through pursuit of its value investing strategy. In addition to its passive 15

value investing activities, Pershing pursues an activist investing strategy that seeks to increase the value of its portfolio companies, or to unlock value trapped therein. Pershing has completed over 20 successful activist engagements in its history.

While at Pershing, Mr. Hilal lead three successful activist campaigns. In 2007, Mr. Hilal lead the successful proxy campaign against the incumbent board of Ceridian Corporation. Through that engagement, Pershing earned four board seats for its nominees (including Mr. Hilal) on Ceridian’s Board of Directors. In 2012, Mr. Hilal lead the successful proxy campaign to replace half of the Board of Canadian Pacific Railway Limited. Shareholders elected all seven of Pershing’s nominees to the board (including Mr. Hilal). Mr. Hilal is currently a Director of Canadian Pacific, and is Chairman of the board’s Management Resources and Compensation Committee. In 2013, Mr. Hilal lead a successful campaign to add Pershing designees to the board of Air Products and Chemicals, and to catalyze a search for a new CEO.

From 2002 to 2005, Mr. Hilal was the Managing Partner of Caliber Capital Management, LP, an information technology-sector focused investment fund. From 1998 to 2001, Mr. Hilal ran the information technology-sector investment program at Hilal Capital Management. From 1999 to 2000, Mr. Hilal served as the Chairman of the Board and Interim Chief Executive Officer of Worldtalk Communications Corporation, a publicly traded software company he lead through a restructuring and sale.

From 1992 to 1997, Hilal was a Principal at Broadview Associates – at the time the leading mergers and acquisitions advisory firm to the information technology sector. Broadview is now a subsidiary of Jeffries Inc.

Mr. Hilal currently serves on the Board of Director of the Grameen Foundation, an umbrella organization that helps microfinance institutions around the world enable the poor to become financially self-sufficient through micro-lending. He is also a Trustee of the Supreme Court Historical Society, a non-profit organization, dedicated to the collection and preservation of the history of the Supreme Court of the United States.

Mr. Hilal received an A.B. degree in Biochemistry from Harvard College in 1988, a J.D. from Columbia University School of Law in 1992, and an M.B.A. from Columbia University School of Business in 1992. He lives in New York City with his wife and child.

Ben Heineman

Senior Fellow, Harvard University Schools of Law and Government; Former Senior Vice President for Law and Public Affairs, General Electric

Ben W. Heineman, Jr. was GE’s Senior Vice President-General Counsel from 1987-2003, and then Senior Vice President for Law and Public Affairs from 2004 until his retirement at the end of 2005. He is currently Senior Fellow at Harvard Law School’s Program on the Legal 16

Profession and its Program on Corporate Governance, Senior Fellow at the Belfer Center for Science and International Affairs at Harvard’s Kennedy School of Government and Lecturer in Law at Yale Law School. A Rhodes Scholar, editor-in-chief of the Yale Law Journal and law clerk to Supreme Court Justice Potter Stewart, Mr. Heineman was assistant secretary for policy at the Department of Health, Education and Welfare and practiced public interest law and constitutional law prior to his service at GE. His book, High Performance with High Integrity, was published in June, 2008 by the Harvard Business Press. He writes and lectures frequently on business, law, public policy and international affairs. He is also the author of books on British race relations and the American presidency. He is a member of the American Philosophical Society, a fellow of the American Academy of Arts and Sciences, a member of the National Academy of Science’s Committee on Science, Technology and Law. He is recipient of the American Lawyer’s Lifetime Achievement Award and the Lifetime Achievement Award of Board Member Magazine. He was named one of the top 50 Innovators in Law in the Past 50 Years by the American Lawyer, one of America’s 100 most influential lawyers by the National Law Journal , one of the 100 most influential individuals on business ethics by Ethisphere Magazine and one of the 100 most influential people in corporate governance by the National Association of Corporate Directors. He serves on the boards of Memorial Sloan Kettering Cancer Center(chair of patient care committee), the Center for Strategic and International Studies (chair of program committee), Transparency International-USA (chair of program committee) and the Committee For Economic Development. He is a member of the board of trustees of Central European University. He has served on an international panel advising the President of the World Bank on governance and anti-corruption, and given the Oliver Smithies Lectures at Oxford University. He is a graduate of Harvard College ( BA--high honors in history), Oxford University (B.Litt—political sociology) and Yale Law School (JD)

Robert J. Jackson, Jr.

Professorof Law, Columbia Law School; Faculty Co-Director, Millstein Center

Robert Jackson is Associate Professor of Law, Milton Handler Fellow, and Co-Director of the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, where his research emphasizes empirical study of executive compensation and corporate governance matters. Before joining the faculty in 2010, Professor Jackson served as an advisor to senior officials at the Department of the Treasury and in the Office of the Special Master for TARP Executive Compensation. Before that, Professor Jackson practiced in the Executive Compensation Department of Wachtell, Lipton, Rosen and Katz. Professor Jackson has testified about his work before the U.S. Senate, and his research has been the subject of rulemaking commentary before several federal agencies, including the Federal Reserve and the Securities and Exchange Commission. His most recent projects include the first empirical study of incentives throughout the managerial hierarchy of a large investment bank (Stock Unloading and Banker Incentives, 112 Colum. L. Rev. 951 (2012)) and the first comprehensive study of CEO 17

pay in firms owned by private equity (Private Equity and Executive Compensation, 60 U.C.L.A. L. Rev. 638 (2013)). Professor Jackson has also written about corporate spending on politics (Corporate Political Speech: Who Decides?, 124 Harv. L. Rev. 83 (2010) (with Lucian A. Bebchuk)), and co-chaired a group of legal academics that has petitioned the SEC to make rules requiring U.S. public companies to disclose such spending. In 2012, Columbia students honored Professor Jackson with the Willis L.M. Reese Prize for Excellence in Teaching. Professor Jackson received his juris doctor from Harvard Law School; a master’s degree from the Kennedy School of Government; an MBA and BS in Economics from the Wharton Sschool, and a BA in Philosophy from the University of Pennsylvania and Pembroke College, Oxford.

Adam Kanzer

Adam Kanzer is Managing Director and General Counsel of Domini Social Investments and Vice President and Chief Legal Officer of the Domini Funds. His responsibilities include directing Domini’s shareholder advocacy department, where for more than fifteen years he has led numerous dialogues with corporations on a wide range of social and environmental issues. Mr. Kanzer is a member of the Securities and Exchange Commission’s Investor Advisory Committee, created by the Dodd-Frank Act, and served on the SEC’s inaugural Investor Advisory Committee (June 2009-November 2010). He is a founding board member of the Global Network Initiative, an organization addressing threats to freedom of expression and privacy rights on the Internet and other communication technologies, and serves on the board of Tax Justice Network-USA, the public policy committee of US SIF: The Forum for Sustainable and Responsible Investment and the advisory council of the Sustainability Accounting Standards Board (SASB). He co-chaired the Contract Supplier Working Group at the Interfaith Center on Corporate Responsibility for two years, focusing on improving working conditions in corporate global supply chains. In 2008, he was named to Directorship magazine’s Directorship 100, the magazine’s listing of the most influential people on corporate governance and in the boardroom. He is a frequent speaker and commentator on socially responsible investing and corporate accountability. Prior to joining Domini in 1998, Mr. Kanzer was a litigator for four and a half years with the firm of Cahill Gordon & Reindel in New York City. In October 1997, Mr. Kanzer volunteered as an international observer of the South African Truth and Reconciliation Commission. He holds a B.A. in political science from the University of Pennsylvania and a J.D. from Columbia Law School.

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Jonathan G. S. Koppell

Dean of the College of Public Programs and Professor of Public Affairs in the School of Public Affairs, Arizona State University, Author, "World Rule" Accountability, Legitimacy and the Design of Global Governance"

Jonathan GS Koppell is the Dean of the College of Public Programs and the Lattie and Elva Coor Presidential Chair in the School of Public Affairs. Koppell is focused on preparing students for lives of community engagement and public service while promoting use-inspired research aimed at making our communities more prosperous, healthy and resilient. He has emphasized the transcendent focus on “public goods” that unifies the specializations of college’s four distinct schools (criminal justice, community development, public administration and policy, and social work) while connecting the college to the broad range of relevant ASU programs. Koppell’s research and writing broadly examines the design and administration of complex organizations in the public, private and nonprofit sectors. His award-winning book World Rule: Accountability, Legitimacy and the Design of Global Governance (2010) reveals the hidden world of “global governance organizations” such as the World Trade Organization, the International Organization for Standardization and the International Accounting Standards Board that have more effect on our daily lives than we might imagine. Both his academic articles and previous book, The Politics of Quasi-Government address many of the key policy issues of the moment; including government involvement in for-profit enterprise, regulation of financial institutions and corporate governance. Prior to joining Arizona State University in 2010 as Director of the School of Public Affairs, Koppell was on the faculty at the Yale School of Management where he also directed the Millstein Center for Corporate Governance and Performance. In addition to scholarly publications, Koppell has written numerous opinion pieces for the New York Times, Wall Street Journal, Washington Post and other leading publications. He holds a doctorate in political science from University of California, Berkeley and BA from Harvard. In 2012, he was inducted as a Fellow of the National Academy of Public Administration (NAPA).

Alice Korngold

Author, "A Better World, Inc.: How Companies Profit by Solving Global Problems Where Governments Cannot", Korngold Consulting

Alice Korngold, president of Korngold Consulting LLC, provides strategy consulting to Fortune 100 corporations, professional services firms, foundations, universities, healthcare institutions, and the boards of directors of global, national and regional nonprofits in the areas of corporate social responsibility (CSR), sustainability, NGO/nonprofit board governance, and public- private partnerships. She has trained and placed several hundred corporate executives on global, national, and regional boards of directors. She has consulted worldwide for more than 19

twenty years. Korngold is the author of A Better World, Inc.: How Companies Profit by Solving Global Problems…Where Governments Cannot (Palgrave Macmillan, 2014), and Leveraging Good Will: Strengthening Nonprofits by Engaging Businesses (Jossey-Bass, a Wiley Imprint, 2005).

Martin Lipton

Founding Partner, Wachtell, Lipton, Rosen & Katz

Martin Lipton, a founding partner of Wachtell, Lipton, Rosen & Katz, specializes in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy. Lipton is Chairman of the Board of Trustees of New York University, a Trustee of the New York University School of Law (Chairman 1988-1998), an emeritus member of the Council of the American Law Institute and a director of the Institute of Judicial Administration. Lipton is a member of the Executive Committee of the Partnership for New York City and served as its Co-Chair (2004-2006). Lipton has a B.S. in Economics from the Wharton School of the University of Pennsylvania and an LL.B. from the New York University School of Law. He is a member of the American Academy of Arts & Sciences, a trustee of the Economic Club of New York, a member of the International Advisory Council of Guanghua School of Management of Peking University, and a Chevalier de la Légion d'Honneur. Mr. Lipton is an Emeritus Chairman of Prep for Prep, having served as Chairman from 1990 to 2002.

Mike Lubrano

Co-Founder and Managing Director, Corporate Governance, Cartica Management LLC

Mr. Mike Lubrano is the Managing Director of Corporate Governance at Cartica Capital (www.carticacapital.com), an Emerging Markets fund manager with approximately US$2.5 billion assets under management. Cartica runs a concentrated, long-only portfolio of equity securities of publicly-traded companies, acquiring significant stakes and employing an “active ownership” approach. Cartica engages with portfolio company management and boards in a constructive and cooperative manner and applies its combination of capital and Emerging Markets and corporate governance experience to influence the direction of portfolio companies in ways that foster better performance and higher market valuations. Prior to co-founding Cartica, Mr. Lubrano set up International Finance Corporation's corporate governance practice and served as Manager at IFC's corporate governance unit. He developed the IFC Corporate Governance Methodology, which is used to assess the quality of governance of potential IFC clients and to identity opportunities to add value by improving their boards, control environment, transparency and disclosure, and treatment of financial stakeholders. During his ten years at IFC, Mr. Lubrano designed governance turnaround programs for numerous companies in Latin America, Eastern Europe, the Middle East, Asia, and Africa. He was 20

Advisor to Chile's Ministry of Finance in drafting that country's corporate governance reforms, assisted the São Paulo Stock Exchange in designing the Novo Mercado and was the co- organizer of the Latin America Corporate Governance Roundtable from 2000 to 2007. Prior joining IFC, he worked for the World Bank on the 1995 Mexican financial crisis and was an international securities lawyer with Cleary, Gottlieb, Steen & Hamilton, helping Latin American companies access international capital markets. Mr. Lubrano received his A.B. Magna Cum Laude from Harvard College; his J.D. Cum Laude from New York University School of Law; and his M.P.A from Princeton University.

Daniel Malan

Senior Lecturer in Ethics and Governance, Director of the Centre for Corporate Governance in Africa, University of Stellenbosch Business School

Daniel Malan is a Senior Lecturer in Ethics and Governance at the University of Stellenbosch Business School (USB) and Director of the Centre for Corporate Governance in Africa at the USB. His focus areas are corporate governance, business ethics and corporate responsibility. He is a member of the following initiatives: the World Economic Forum's Global Agenda Council on Values, the International Corporate Governance Network's Integrated Business Reporting Committee and the Anti-Corruption Working Group of the United Nations Principles for Responsible Management Education (PRME). His educational qualifications include a Masters degree in Philosophy as well as a Masters degree in Business Administration (MBA), both from the University of Stellenbosch in South Africa. He lives in Stellenbosch with his wife and two daughters, where he is the residential head of Wilgenhof, the oldest university men's residence in Africa.

Bob McCormick

Chief Policy Officer, Glass Lewis & Co.

Bob oversees the policy development of Glass Lewis’ proxy voting guidelines and the analysis of over 20,000 Proxy Paper research reports on shareholder meetings of public companies in more than 100 countries. Before joining Glass Lewis, Bob was the Director of Investment Proxy Research at Fidelity Investments where he managed the proxy voting of 700 mutual funds and accounts, holding 5,000 securities worth $1 trillion. He serves on the board of the Northern California Chapter of the NACD and on the International Corporate Governance Network’s Shareholder Rights committee. Bob serves on the advisory boards of the University of Delaware’s Weinberg Center on Corporate Governance and Governance magazine. Bob authored an article entitled “Good Governance and Shareholder Expectations-an Investor’s Perspective” published by the London Stock Exchange in its 2012 book Corporate Governance 21

for Main Market and AIM Companies. Bob frequently speaks at industry conferences and has appeared on NPR, CNBC, Fox Business News, Business News Network, BBC, Board Member's This Week in the Boardroom, Swiss TV and Bloomberg television. Bob was named one of the 100 most influential people on corporate governance by Directorship magazine from 2008 through 2012. Bob was a panelist on the Public Consultation panel on Corporate Governance and the Financial Crisis at the OECD in 2009 and served on the OECD's Latin American Roundtable Task Force on Related Party Transactions in 2012.

William E. McCracken

Director, MDU Resources Group, Former CEO, CA Technologies

Mr. McCracken has been Chief Executive Officer of the Company since January 2010. He was non-executive Chairman of the Board from June 2007 to September 2009 and Interim Executive Chairman of the Board from September 2009 to January 2010, and he served as executive Chairman of the Board from January 2010 to May 2010. He was President of Executive Consulting Group, LLC, a general business consulting firm, from 2002 to January 2010. During his 36-year tenure at International Business Machines Corporation (“IBM”), a manufacturer of information processing products and a technology, software and networking systems manufacturer and developer, Mr. McCracken held a variety of executive positions, including General Manager of IBM Printing Systems Division from 1998 to 2001, General Manager of Marketing, Sales and Distribution for IBM PC Company from 1994 to 1998 and President of IBM's EMEA and Asia Pacific PC Company from 1993 to 1994. From 1995 to 2001, he served on IBM's Chairman's Worldwide Management Council, a group of the top 30 executives at IBM. Mr. McCracken was a director of IKON Office Solutions, Inc., a provider of document management systems and services, from 2003 to 2008, where he served on its audit committee, compensation committee and strategy committee at various points in time during his tenure as a director. Mr. McCracken serves on the board of the National Association of Corporate Directors (“NACD”), a nonprofit membership organization for corporate board members. He is also Chairman of the Board of Trustees of Lutheran Social Ministries of New Jersey, a charitable organization that provides adoption, assisted living, counseling and immigration and refugee services, and also serves on the board of PENCIL, a nonprofit organization that partners businesses with public schools. On December 12, 2012 the Board of Directors of CA Technologies today announced William E. McCracken, 70, who has served as CA Technologies chief executive officer since January, 2010 and who is retiring effective March 31, 2013. McCracken also will leave CA Technologies Board of Directors effective January 7, 2013.

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Ira M. Millstein

Senior Partner, Weil, Gotshal & Manges LLP, Co-Chair, Millstein Center

Ira M. Millstein is a senior partner at the international law firm Weil, Gotshal & Manges LLP, where in addition to practicing in the areas of government regulation and antitrust law, he has counseled numerous boards on issues of corporate governance, including the boards of General Motors, Westinghouse, Bethlehem Steel, WellChoice (fka, Empire Blue Cross), the California Public Employees' Retirement System (CalPERS), Tyco International, The Walt Disney Co., the New York State Metropolitan Transportation Authority, The Ford Foundation, The Nature Conservancy and Planned Parenthood Federation of America, among others.

In addition to his active legal practice, Mr. Millstein is an Adjunct Professor of Law and Co- Chair of The Millstein Center for Global Markets and Corporate Ownership at Columbia Law School and an adjunct professor at Columbia Business School. He was formerly the Senior Associate Dean for Corporate Governance and the Theodore Nierenberg Adjunct Professor of Corporate Governance at the Yale School of Management.

Mr. Millstein, appointed by former Governor George Pataki as Chairman of a New York State Commission on Public Authority Reform, which led to the 2009 Public Authorities Reform Act, is Chairman of the Governor's Task Force on implementation of the Act. He is also currently a Co-Chair of Governor Cuomo’s NYS Ready Commission.

Mr. Millstein is Chairman Emeritus, having served as Chairman from 1999-2005, of the Private Sector Advisory Group to the Global Corporate Governance Forum founded by The World Bank and the Organization for Economic Cooperation and Development (OECD). He served as Chairman of the OECD Business Sector Advisory Group on Corporate Governance in 1997-1998 and Co-Chair of the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees (sponsored by the New York Stock Exchange and the National Association of Securities Dealers) in 1998-1999. In 1997, he was appointed by Vice-President Gore and Prime Minister Chernomyrdin to the U.S.-Russia Capital Markets Forum Working Group on Investor Protection. In 1996, Mr. Millstein chaired the National Association of Corporate Directors' Blue Ribbon Commission on Director Professionalism. He formerly has served as Chairman of the Board of Advisors of Columbia University's Center for Law & Economic Studies' Institutional Investor Project; Chairman of the New York State Pension Investment Task Force; Adjunct Professor at New York University School of Law; and Fellow of the Faculty of Government at Harvard University's J.F.K. School of Government.

An Elected Fellow of the American Academy of Arts & Sciences, Mr. Millstein is a frequent lecturer and author on corporate governance, antitrust, and government regulation. In 2001, he received the first Award for Excellence in Corporate Governance by the International Corporate Governance Network. In June 2006, the National Law Journal named Mr. Millstein to its list of 100 Most Influential Lawyers in America. Included among his many publications are: The 23

Recurrent Crisis in Corporate Governance (co-author, Palgrave, 2003; paperback by Stanford University Press, August 2004); a trilogy of articles published in The Business Lawyer - "The Evolution of the Certifying Board" (1992), "The Professional Board" (1995), and "The Responsible Board" (1997); The Limits of Corporate Power (co-author, MacMillan, 1981); The Impact of the Modern Corporation (co-editor, Columbia University Press, 1984); The Battle for Corporate Control: Shareholder Rights, Stakeholder Interests, and Managerial Responsibility (contributing author, New York University, 1991); and "Can the Board of Directors Help the American Corporation Earn the Immortality It Holds So Dear?" in The U.S. Business Corporation: An Institution in Transition (contributing co-author, American Academy of Arts & Sciences, Ballinger Publishing Co., 1988).

Mr. Millstein is a Life Trustee and former Chairman of the Board of the Central Park Conservancy (1991-1999), Chairman Emeritus and member of the Board of Overseers of the Albert Einstein College of Medicine (1977-present), Chairman Emeritus of the Board of Trustees of the American Red Cross of Greater New York (2008-present) and Emeritus Director for New Yorkers for Parks. Mr. Millstein is a member of the Board of the National September 11 Memorial & Museum at the World Trade Center, serves as legal counsel to the Private Sector Systemic Risk Council and serves as pro bono counsel to the Board of Directors of the Lower Manhattan Development Corporation, the agency overseeing the redevelopment of Lower Manhattan. He serves on the Advisory Council of Transparency International, is a former member of the Yale School of Management Advisory Board, former member of the Board of the National Association of Corporate Directors (NACD) and former Chairman of the NACD's Center for Board Leadership. Mr. Millstein is also a former Chairman of the Antitrust Law Sections of both the American Bar Association and the New York State Bar Association.

Mr. Millstein is a graduate of Columbia Law School and holds a B.S. in Engineering from Columbia College.

Jim Millstein

Chairman & CEO, Millstein & Co., Former Chief Restructuring Officer, U.S. Department of the Treasury

Jim Millstein is the Chairman and Chief Executive Officer of Millstein & Co.

Until March 2011, Mr. Millstein was the Chief Restructuring Officer at the U.S. Department of the Treasury. In that role, he was responsible for oversight and management of the Department's largest investments in the financial sector. He was the architect of American International Group's (AIG) successful restructuring, described by the Wall Street Journal as the "Super Bowl of Corporate Turnarounds." 24

Prior to serving at the Treasury Department, Mr. Millstein spent more than two decades in the private sector, where he "worked on some of the biggest bankruptcies in history," per the New York Times.

From July 2000 to April 2009, Mr. Millstein served as Managing Director and Global Co-Head of Corporate Restructuring at Lazard. Mr. Millstein managed a leading restructuring practice in Europe, the United States and Asia. Selected engagements included representation of the United Auto Workers in connection with the restructuring of their contractual relationships with GM, Ford and Chrysler; representation of Charter Communications in connection with its pre-packaged plan of reorganization under Chapter 11; representation of the Republic of Argentina in connection with the exchange offer for its international bond indebtedness; representation of WorldCom in connection with its Chapter 11 reorganization; representation of United Pan-European Communications in connection with its pre-arranged plan of arrangement in the Netherlands and Delaware; and, representation of Marconi in connection with its scheme of arrangement in the United Kingdom.

Before joining Lazard, Mr. Millstein was Partner and Head of the Corporate Restructuring practice at Cleary, Gottlieb, Steen & Hamilton. From September 1982 to June 2000, Mr. Millstein managed a highly successful practice of a major international law firm. Significant engagements included representation of Daewoo Corporation in connection with its financial restructuring in Korea; representation of the Disney Corporation in connection with the financial restructuring of EuroDisney in France; representation of Pan-American Airlines in connection with its Chapter 11 reorganization; and, representation of the Zell-Chilmark Fund in its acquisition of various troubled companies in and out of Chapter 11.

Mr. Millstein is an adjunct professor of law at Georgetown University Law Center, where he teaches financial regulation. Mr. Millstein is a commissioner on the American Bankruptcy Institute Commission to study the Reform of Chapter 11, and the Trustee of Weantinoge Heritage Land Trust, the largest land trust in Northwest Connecticut.

Mr. Millstein received a J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar. He holds an M.A. in Political Science summa cum laude from the University of California, Berkeley. Mr. Millstein graduated summa cum laude with a B.A. in Politics from Princeton University.

25

Stilpon Nestor

Managing Director and Senior Advisor, Nestor Advisors Ltd., Former Head of the Corporate Affairs Division, OECD

Stilpon Nestor is the Managing Director of Nestor Advisors Ltd, a London- based consultancy focusing on corporate governance and organization. In this capacity, he has advised the boards of some of the largest companies and financial institutions in the EU; several large companies in the European, Asian and Middle-Eastern emerging markets across a variety of sectors; and various IFIs including the World Bank/IFC, the EBRD and FMO.

Until March 2002, Stilpon was the Head of the Corporate Affairs Division at the OECD, leading the team which produced the global corporate governance benchmark, the OECD Principles of Corporate Governance.

He is a non-executive director of ACC, one of the largest contractors in the Gulf. He was also a director and a member of the risk committee of the European Investment Bank in Luxembourg (2009-2013), a member of the EU Commission’s Advisory Board on Company Law and Corporate Governance (2007-2011) and a member of the board of the International Corporate Governance Network (2004-2007). A regular public speaker on various aspects of governance, Stilpon has participated in events organized by, among others, the Institute of International Finance, the European Securities Market Authority and the UK Financial Services Authority. He has a legal background and holds an LL.B from the University of Thessaloniki Law School and an LL.M from Harvard Law School (1983).

Matthew Orsagh

Director of Capital Markets Policy, CFA Institute

Matthew Orsagh is a director of capital markets policy for the CFA Institute. His responsibilities include serving as spokesperson for the CFA Institute Centre; identifying and developing new corporate disclosure project ideas; promulgating Capital Markets Policy Group corporate disclosure positions, policies, and standards; and coordinating and supporting related public awareness activities. Previously, Mr. Orsagh was a research analyst at Governance Metrics International, where he scrutinized financial statements and company filings to evaluate the corporate governance practices of numerous global companies. Mr. Orsagh was named one of the 2008 “Rising Stars of Corporate Governance” by the Millstein Center for Corporate Governance and Performance at the Yale School of Management. Mr. Orsagh is a member of the New York Society of Security Analysts (NYSSA) and is an advisory board member of SASB (Sustainability Accounting Standards Board).

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Ellen Odoner

Partner and Head, Public Company Advisory Group, Weil, Gotshal & Manges LLP

Ellen Odoner heads Weil, Gotshal & Manges’ Public Company Advisory Group, which advises US public companies and US-listed foreign private issuers on corporate governance, SEC disclosure, financial restatements and internal control matters. She is one of the leaders of the Firm's high-stakes corporate counseling team. She also specializes in merger & acquisition and securities transactions, particularly those with cross-border elements.

Ms. Odoner represents boards of directors, audit committees, special committees of independent directors, disclosure committees and legal and financial officers of US and non-US companies.

She has extensive experience representing non-US companies in the US and in structuring multi-jurisdictional transactions to harmonize US and non-US regimes and obtain innovative SEC relief.

Representative transactions include GE’s cross-border acquisitions of Wellstream plc and Amersham plc and $15 billion public capital raise and investment by Berkshire Hathaway; Tyco Electronics’ cross-border reincorporation; Reuters’ acquisition by The Thomson Corporation; Whirlpool's acquisition of Maytag; various acquisitions by L’Oreal S.A; Pirelli SpA’s sale of its optical components business to Corning; and numerous acquisitions, disposals and demergers by non-US companies including Hanson plc, Invensys plc and BPB plc.

Ms. Odoner assisted the Financial Crisis Advisory Group established to advise the Financial Accounting Standards Board and the International Accounting Standards Board on the standard-setting implications of the global financial crisis. She lectures on SEC, governance and M&A developments and co-chaired an ABA Task Force on the SEC's cross-border exemptions.

Ms. Odoner is also active in the Firm's diversity and pro bono initiatives. She was the founding chair of Women@Weil and leads the Firm's representation of the Breast Cancer Research Foundation. She was inducted into the YWCA's Academy of Women Leaders and serves on the Board of Trustees of the Hunter College Foundation.

Ms. Odoner is recognized in Chambers USA, Best Lawyers in America and in various other publications on both sides of the Atlantic.

Bar Admissions: New York State; Education: Yale University (B.A., magna cum laude, 1973); Harvard Law School (J.D., 1977)

27

Jameela Pedicini

Vice President, Sustainable Investment, Harvard Management Company

Jameela Pedicini is Harvard Management Company’s first vice president for sustainable investing. Working closely with Harvard President Drew Faust and President and CEO of HMC Jane Mendillo, Pedicini was instrumental in the University’s recent decision to sign the United Nations-supported Principles for Responsible Investment (PRI). Prior to this role, Pedicini was an Investment Officer in the CalPERS Corporate Governance Program. She supported the integration of environmental, social and governance factors into investment decision-making across the Total Fund and contributed to CalPERS corporate engagement program. Prior to joining CalPERS, Pedicini worked at the UN-backed Principles for Responsible Investment where she developed and facilitated collaborative investor engagements on social issues. She has a background in ESG research. Pedicini holds an MPhil in Comparative Social Policy from the University of Oxford, MSc from the University of Amsterdam, B.A. from Antioch University, and the CFA Society of the UK, Investment Management Certificate.

Charles Penner

Partner & Chief Legal Officer, JANA Partners LLC

Charles Penner is a Partner and Chief Legal Officer at JANA Partners LLC, where he is responsible for legal and communications strategy for activist investments. Prior to joining JANA in 2005, Mr. Penner was a senior associate at Schulte Roth & Zabel focusing on M&A and contests for corporate control including proxy contests. Before that he was an M&A Associate in the business development group at General Electric focusing primarily on NBC. Before GE, he was an associate at Cravath, Swaine & Moore focusing on transactions in media, telecom and entertainment. Prior to law school, Mr. Penner worked as Deputy Communications Director for U.S. Senator Max Baucus, a Communications Aide for U.S. Senator Barbara A. Mikulski, and as a White House intern (pre-Monica). Mr. Penner received a JD from the University of Pennsylvania Law School (Order of the Coif) where he was a member of the University of Pennsylvania Law Review and a BA from Miami University. Mr. Penner is a member of the Board of Trustees of the Children's Aid Society and a member of the Board of Directors of Venture for America.

Paul N. Roth

Founding Partner & Chair of the Investment Management Group, Schulte Roth & Zabel LLP

Paul N. Roth is a founding partner of the firm and chair of the Investment Management Group. Throughout his career, Paul has acted as counsel to leading public and private companies in 28

financial services and to their boards of directors. His extensive private investment funds practice, an area in which he has more than 45 years of experience, includes the representation of hedge funds, private equity funds, offshore funds, investment advisers and broker-dealers in connection with fund formations and compliance, securities regulation, mergers and acquisitions (domestic and cross-border) and other financial transactions. Considered the “dean of the hedge fund bar,” Paul serves as a special adviser to the Board of Directors of the Managed Funds Association (MFA) and as an adviser to the Alternative Investment Management Association (AIMA) and is a former member of the Legal Advisory Board to the National Association of Securities Dealers (NASD). He chairs the Subcommittee on Hedge Funds of the American Bar Association’s Committee on Federal Securities Regulation and is a former chair of the New York City Bar Association’s Committee on Securities Regulation.

Paul has been recognized as a leading funds lawyer by The Best Lawyers in America, which also named him New York City Private Funds/Hedge Funds Law Lawyer of the Year. He also continues to be recognized by Chambers Global, Chambers USA, The Legal 500 United States, IFLR Best of the Best USA (Investment Funds), IFLR Guide to the World’s Leading Investment Funds Lawyers, IFLR Guide to the World’s Leading Private Equity Lawyers, IFLR Guide to the World’s Leading Capital Markets Lawyers, The International Who’s Who of Private Funds Lawyers, Lawdragon 500 Leading Lawyers in America, PLC Cross-border Investment Funds Handbook, Who’s Who in American Law, and Who’s Who in America. Paul was recently honored at The Hedge Fund Journal Awards for his outstanding achievement in the hedge fund industry. He also received a Lifetime Achievement Award from Hedge Funds Care in recognition of his prominence in the hedge funds industry and his extraordinary commitment to philanthropy. He was named to HFMWeek’s 2010 list of the 50 most influential people in hedge funds. Paul is a lecturer at the University of Pennsylvania's Wharton School, where he currently teaches “Responsibility in Professional Services.” He is also an Adjunct Professor of Finance at NYU Stern School of Business, where he taught “Managing Financial Businesses” during Fall 2011 and Fall 2012, and an Adjunct Professor of Law at NYU School of Law, where he is teaching “Law and Business of Financial Institutions.” Paul graduated magna cum laude from Harvard College, cum laude from Harvard Law School and was awarded a Fulbright Fellowship to study law in The Netherlands. He served on the Advisory Board of Harvard Law School’s Center on Lawyers and the Professional Services Industry and formerly served as president and a trustee of the Harvard Law School Alumni Association of New York City. In addition, he is a member of the Boards of Directors of the NAACP Legal Defense and Educational Fund and the Advisory Board of the RAND Center for Corporate Ethics and Governance, and he is a fellow of the New York Bar Foundation and the Phi Beta Kappa Society.

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Chris Ruggeri

Principal, Advisory Services, Deloitte Financial Advisory Services LLP

Chris Ruggeri is a Principal in the Advisory Group and serves as the US M&A leader for Deloitte Transactions and Business Analytics LLP. With over 25 years of experience, Chris’ practice focuses on advising public and private companies, boards of directors and special committees on negotiated and unsolicited transactions. Chris assists clients understand the value of business enterprises and associated key value drivers and risk factors. She has substantial experience in a broad range of industries including financial services, technology, life sciences, energy and industrial products. Chris is one of the principal authors of Deloitte’s Market Value Creation and Investor Relations point of view and leads Deloitte’s focus on trends in M&A and corporate development effectiveness. Chris has authored numerous articles including “CFO’s Add Value to Board Decisions on M&A’s (RMA Journal, March 2014)”, “Investor Relations: What New CFO’s Should Know (CFO Insights, March 2013)” and “Market Value Creation: A CFO Guide (CFO Journal, September 2013)”. Chris speaks frequently on M&A, investor relations and shareholder activism. Prior to joining Deloitte, Chris was a Managing Director at Standard & Poor’s and a Principal in the Financial Advisory Services practice of a Big 4 firm. Chris started her career as an associate at the NASD (now FINRA). Chris was based in Budapest, Hungary in 1990-1991 where she advised international investors on the value of investments in Central and Eastern Europe and Russia. Chris serves on the Board of the Citizens Committee for New York City.

Tom Sansone

CFO & Head of Corporate Development, Gilt Groupe

Tom serves as the Chief Financial Officer and Head of Corporate Development at Gilt. In this role he oversees a variety of functions including finance, accounting, treasury, tax, mergers and acquisitions, raising capital, investor relations, managing capital markets and forming astute strategic alliances, investments and joint ventures—for the portfolio of Gilt businesses. During his tenure, Tom has led Gilt through dozens of transactions including debt and equity raises, acquisitions, investments, Joint Ventures, partnerships, and strategic alliances.

Tom joined Gilt in 2009, bringing over 10 years of consulting experience at "Big Four" public accounting firms, most recently as Director of Global Structuring at PricewaterhouseCoopers. Tom's global business acumen and expertise in corporate development was perfected while advising top Fortune 500 companies, private equity clients, and startup companies including Staples, TJX, AOL, Google, Akamai, Hewlett-Packard, Iron Mountain, Liberty Media, Discovery Communications, Time Warner, Reed Elsevier, Lockheed Martin, and BearingPoint. 30

A frequent guest lecturer, Tom has taught at several universities and conducts seminars and internal trainings on a variety of subjects. He is a CPA and holds a BA from Gettysburg College and an MBA from Georgetown University's McDonough School of Business.

Jeffrey Tabak

Partner & Co-Founder, Private Funds Fractive, Weil, Gotshal & Manges LLP

Jeffrey Tabak is a founder of the Private Funds practice of Weil, Gotshal & Manges LLP. He regularly represents a number of private investment funds, and their sponsors, in connection with their organization and the acquisition and disposition of their investments. He counsels institutional investors and represents a number of money management firms and has been involved in many acquisitions of money managers. He also has a wide-ranging corporate and securities law practice. In October 2006, Mr. Tabak was named by Private Equity International as one of the thirty most influential lawyers in global private equity. Mr. Tabak has been consistently cited for excellence in the Private Equity field by Chambers Global and Chambers USA and was listed among the world’s leading lawyers in Private Funds in The International Who’s Who of Private Funds Lawyers 2013. Mr. Tabak was also named a Recommended Lawyer for Private Equity Funds in the US by Legal 500 US 2013, one of America’s “Top 25 Pre- Eminent Private Equity Lawyers” by The Best of the Best USA 2010, a leading lawyer in Investment Funds by IFLR1000 2014, and a “Best Lawyer” for Corporate Law and Private Funds / Hedge Funds Law by The Best Lawyers in America 2014. Mr. Tabak has written and spoken on a variety of topics relating to private investment funds. He is a member of the New York State and American Bar Associations, and is the Vice Chairman of the ABA Federal Securities Subcommittee on Hedge Funds. Mr. Tabak is active in pro bono matters and is a trustee and secretary of the Museum of Jewish Heritage: A Living Memorial to the Holocaust and serves as counsel to the Board of Directors of the National September 11 Memorial and Museum at the World Trade Center Foundation. He served as a trustee of Home Instruction for Parents of Preschool Youngsters (HIPPY) USA from 1996 to 2002, was Vice Chairman of the Board from 1997 to 1999 and continues to serve as counsel. HIPPY awarded Mr. Tabak its Founders award in 2006. Mr. Tabak received a B.A. (1979) in political science and a J.D. (1982) from Duke University. He graduated magna cum laude and was elected as a member of Phi Beta Kappa. Mr. Tabak served as Chair of The Advisory Board for Jewish Life at Duke University from 2009- 2012.

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Joshua Targoff

Partner, COO & General Counsel, Third Point LLC

Mr. Joshua Laurence Targoff, also known as Josh, J.D. is the Partner, Chief Operating Officer and General Counsel of Third Point LLC, Investment Manager of Third Point Offshore Investors Limited. Mr. Targoff joined Third Point in May 2008. He served in the legal department of Jefferies & Company, Inc., where he served as Senior Vice President and the General Counsel for Investment Banking since 2003. From 1996 to 2003, he served as an Associate at the Debevoise & Plimpton LLP. He has been a Director of Baseline Oil & Gas Corp. since February 2009. He has been Non-Executive Director of Third Point Offshore Investors Limited since 29 May 2009. He serves as a Director at Third Point Reinsurance Ltd. Mr. Targoff received a B.A. from Brown University in 1991 and a J.D. from Yale Law School in 1996.

Michael Wissell

Michael Wissell leads the department that oversees the fund's Public Equities portfolios. Public Equities incorporates internally managed portfolios, Teachers' relationship investing team as well as external managers used to broaden our geographic scope. In support of these activities, Public Equities monitors the corporate governance practices of the companies in which Teachers' invests. Mr. Wissell joined Teachers' in 2002 with more than 15 years of capital markets experience. As Senior Vice-President, Tactical Asset Allocation and Natural Resources, he played an important role in Teachers' development of that asset class. He holds a B. Comm. from Carleton University, an MBA from McMaster University, an ICD.D designation from the Institute of Corporate Directors and is a CFA charter holder 1