9Th Annual Audit Committee Issues Conference Governance Challenges & Priorities Driving the 2013 Agenda

Governance Challenges & Priorities Driving the 2013 Agenda | A

9th Annual Audit Committee Issues Conference Governance Challenges & Priorities Driving the 2013 Agenda

February 6, 2013 | Miami, FL Conference Guide

KPMG.com/ACI B | 9th Annual Audit Committee Issues Conference

CONTENTS 1 Welcome 2 Agenda 4 Biographies 14 Participants 18 Sponsors 20 Notes Governance Challenges & Priorities Driving the 2013 Agenda | 1

Welcome to the 9th Annual Audit Committee Issues Conference

On behalf of KPMG’s Audit Committee Institute, the National Association of Corporate Directors, and Weil, Gotshal & Manges LLP, welcome to Miami.

This is our 9th annual conference focusing on the challenges and priorities shaping audit committee and board agendas. And while the audit committee’s top priority has not changed – ensuring financial reporting integrity is still job #1 – the business and risk environment continues to grow more complex and faster-paced. The array of risks and challenges facing businesses today – from the pace of technology change and continued globalization, to increased government regulation and stepped up global enforcement – is sure to put even the best of boards to the test. Through a blend of peer dialogue, panel discussions, keynote speakers, and open discussion, we’ll delve into these and other issues with one goal: Providing you with practical insights and takeaways that you can use in your own boardrooms.

Our featured speakers – the Economic Intelligence Unit’s Leo Abruzzese, and veteran public servants and political analysts Robert Reich and Alan Simpson – will bring their seasoned perspectives to the dialogue, shedding important light on what lies ahead in 2013.

Of course, we’ve set aside time for networking, and encourage you to share leading practices with your peers and make the most of your time at the conference.

If there’s anything we can do to make your time with us more beneficial or enjoyable, please let us know.

Thanks again for coming and enjoy!

Dennis T. Whalen Partner in Charge & Executive Director, KPMG’s Audit Committee Institute 2 | 9th Annual Audit Committee Issues Conference

Conference Agenda Morning Session Time Event/Discussion Topic Locations/Speakers

db Bistro Moderne Private Dining (hot breakfast) 7:00 am – 8:00 am Breakfast Metropolitan Ballroom Foyer (continental breakfast)

7:00 am – 3:30 pm Registration Metropolitan Ballroom – 3rd Floor

8:00 am – 8:10 am Welcome Metropolitan Ballroom 5, 6, 7 – 3rd Floor

8:10 am – 8:55 am 2013 Economic Outlook From the European debt crisis and China’s slowing growth, to the 4 Leo Abruzzese (Director of Global Forecasting, impact of US fiscal policy, the variables driving the economy – and Economist Intelligence Unit) shaping business decisions – pose a range of risks and opportunities. Leo Abruzzese, Director of Global Forecasting for the Economist Intelligence Unit, will discuss the US and global economic outlook for 2013, including potential economic risk scenarios.

8:55 am – 9:10 am Break

9:10 am – 9:55 am The Globalization Factor By design or by default, every company today is global. Supply 4 Moderator: John Veihmeyer (Chairman & chains, strategic growth opportunities, emerging technology, social CEO, KPMG LLP) media and other forces continue to tighten the interconnection of 4 Laban Jackson (Director, JPMorgan) businesses and markets worldwide. In this session, seasoned audit committee members will discuss key strategic, operational, and 4 Carol Tomé (Director, UPS, Federal Reserve compliance issues that should be front-and-center for boards as they Bank of Atlanta; CFO, Home Depot) help guide the company forward in a complex and fast-changing 4 James Hance (Director, Ford, Sprint, Duke global environment – from global economic challenges, political Energy, Cousins Properties, Carlyle Group; instability, and outsourcing issues, to talent management, intellectual Former Vice Chair, Bank of America) property risks, and compliance challenges. Does the board have the international expertise and perspective it needs?

9:55 am – 10:10 am Break

10:10 am – 10:55 am Financial Disclosures: Challenges, Changes, and Investor Communication Economic uncertainty, the volume and complexity of financial 4 Moderator: Teresa Iannaconi (Partner, Department disclosures, and investor expectations for a clear picture of the of Professional Practice, KPMG LLP) company’s performance – and where it’s headed – pose a number of 4 Lawrence Smith (Member, Financial Accounting financial reporting oversight challenges. This session will explore key Standards Board) areas of audit committee focus, including accounting judgments and estimates, key financial communications beyond the 10Q and 10K – 4 Gary Kabureck (Vice President & Chief including non-GAAP information, analyst calls, and earnings releases Accounting Officer, Xerox) – and the implications of impending changes to US accounting 4 Ellen Odoner (Partner, Weil, Gotshal & standards. Manges LLP)

10:55 am – 11:10 am Break

11:10 am – 12:00 pm The New Political Landscape: A Dialogue with Robert Reich and Alan Simpson Veteran public servants and political analysts Robert Reich (US Labor 4 Moderator: Jeffrey Cunningham (Managing Secretary under Bill Clinton) and Alan Simpson (former US Senator Director and Senior Advisor, National and co-chairman of the “Simpson-Bowles” commission) will share Association of Corporate Directors) their insights on the post-election political landscape, including 4 Robert Reich (Former U.S. Secretary of prospects for deficit reduction and tax reform, and the potential Labor; Professor of Public Policy, University of impact of healthcare reform and other public policy initiatives that California at Berkely) should be on every board’s radar. 4 Alan Simpson (Former U.S. Senator; Co-Chair – National Commission on Fiscal Responsibility and Reform)

12:00 pm – 12:45 pm Networking Lunch ThreeFortyFive Restaurant – 2nd Floor Governance Challenges & Priorities Driving the 2013 Agenda | 3

Conference Agenda Afternoon Session Time Event/Discussion Topic Locations/Speakers

12:45 pm – 1:30 pm Raising the Game – Reinforcing Audit Quality Regulators in the US and Europe continue to sharpen their focus on 4 Moderator: Kenneth Daly (President and CEO, audit quality, with the role of the audit committee front-and-center. National Association of Corporate Directors) This panel will explore how audit committees can help enhance audit 4 James Liddy (Vice Chair, Audit, KPMG LLP) quality (and their own effectiveness) – from setting clear expectations for the auditor’s performance and independence, and conducting 4 Joan Lordi Amble (Director, Sirius XM, Brown- a robust auditor evaluation, to improving communications with the Forman, Booz Allen Hamilton) auditor and enhancing the audit committee’s expertise. In short, how 4 Holly Gregory (Partner, Weil, Gotshal & can the audit committee, auditors, and management together raise Manges LLP) their game and continue to strengthen audit quality?

1:30 pm – 1:45 pm Break

1:45 pm – 2:30 pm The Shifting Regulatory Landscape The growing volume and complexity of new regulations in the US 4 Moderator: Sven Holmes (Vice Chair, Legal, – and globally – along with stepped up enforcement by regulators Risk and Regulatory, KPMG LLP) around the world poses a host of compliance risks and business 4 Aulana Peters (Director, 3M, Northrop challenges. This session will focus on key regulatory hot spots Grumman, Deere & Company; Former that should be on every audit committee’s radar; major legislative/ Commissioner, SEC) public policy developments impacting businesses, governance, and expectations for board oversight; and keys to helping ensure that 4 Michael Mancuso (Director, Shaw Group, SPX) compliance programs are effective and that the business is keeping 4 Christopher Garcia (Partner, Weil, Gotshal & pace – strategically and operationally – with the changing global Manges LLP) regulatory landscape.

2:30 pm – 3:15 pm The Audit Committee’s 2013 Agenda Seasoned audit committee members will explore the challenges 4 Moderator: Dennis Whalen (Partner in Charge and priorities shaping audit committee agendas in the year ahead & Executive Director, Audit Committee Institute, – from job number one: financial reporting and internal controls, to KPMG LLP) compliance, tax risk, and a range of oversight challenges posed by 4 Dennis Beresford (Director, Legg Mason, globalization and emerging technologies. Doosan Infracore International; Former Chairman, Financial Accounting Standards Board) 4 Ellen Hancock (Director, Aetna, Colgate Palmolive) 4 Steven West (Director, Cisco, Autodesk)

3:15 pm – 3:30 pm Wrap-up: Final Thoughts for 2013 Final thoughts/suggestions for audit committee members for the 4 Dennis Whalen (Partner in Charge & Executive year ahead. Director, KPMG’s Audit Committee Institute) 4 Kenneth Daly (President and CEO, National Association of Corporate Directors) 4 | 9th Annual Audit Committee Issues Conference

Biographies

Leo Abruzzese

eo Abruzzese directs the Economist Intelligence Unit’s Global Forecasting Service, shaping a coherent world view of the Leconomy each month from the work of more than 100 staff analysts. Based in New York, he is also the principal analyst for the United States and presents the company’s outlook on the U.S. and the global economic environment to companies, governments, and universities around the world. Before assuming these duties in 2010, Mr. Abruzzese was the Economist Intelligence Unit’s editorial ;director in the Americas, overseeing a team of analysts and directing the company’s research operations in that part of the world. Mr. Abruzzese has more than 30 years of experience covering economic, political, and business environments around the world. First as a journalist, then as an analyst, he has written about every major economic event of the last generation, from the oil shocks of the late 1970s to the financial-market shocks during the last recession. He has produced analysis on European economic integration, the rise of China, the dissolution of the Soviet Union, the Mexican and Asian financial crises, the Uruguay Round of global trade talks, and the U.S. and global asset bubbles of the last decade. He lived and worked in Washington for 20 years and covered economic and business issues in Congress, at the White House and before many U.S. government agencies, including the Treasury. Mr. Abruzzese received a bachelor’s degree in liberal arts from St. Joseph’s University, and has participated in European research programs sponsored by New York University and the German Marshall Fund. He has written for Aspen Institute publications and been interviewed by the BBC, CNN, CBS, and Al-Jazeera. He regularly chairs events for Economist Conferences, focusing on such topics as emerging markets, global finance, private equity, legal issues, and outsourcing

Joan L. Amble

oan Amble is president of JCA Consulting. In December 2011, Ms. Amble retired from the American Express Company Jwhere she had served as executive vice president and corporate comptroller since 2004. She was responsible for all controllership finance functions, including oversight of global reporting, financial controls, SOX, technical accounting and M&A advisory function. Prior to joining American Express, Ms. Amble served as chief operating officer and chief financial officer of GE Capital Markets, a service business within GE Capital Services, Inc., overseeing securitizations, debt placement and syndication, as well as structured equity transactions for General Electric Company business. Ms. Amble also previously served as vice president and controller for GE Capital. From 1984 to 1989, Ms. Amble specialized in pensions, derivatives and other financial instruments for the Financial Accounting Standards Board (FASB). She also spent seven years in public accounting with Ernst & Young LLP. She recently completed a four-year term with the Financial Accounting Standards Advisory Council, the technical advisory board to the FASB. Ms. Amble is a member of the audit committee for both Brown-Forman and Booz Allen Hamilton. She is chairman of the audit committee for Sirius XM Satellite Radio. Ms. Amble also serves on the advisory board for UCLA Health Services. She speaks frequently on the advancement of women in business and is a co-founder and chair emeritus of W.O.M.E.N in America, a leadership program for women in the boardroom, as executives and as entrepreneurs. Ms. Amble is a certified public accountant (inactive) and obtained her undergraduate degree from The Pennsylvania State University.

Kapila K. Anand

apila K. Anand Kapila Anand is national partner-in-charge, Public Policy Business Initiatives, for KPMG LLP in Chicago. She is Kresponsible for coordinating the firm’s response to public policy and regulatory changes that impact clients. Previously, Ms. Anand held leadership roles as a national advisory sector leader for real estate & hospitality and for advisory services to private equity clients, as well as in the areas of strategic planning, due diligence, enterprise risk management, internal controls and operational reviews. Ms. Anand has served on the board of the Franciscan Ministries, as the chair for the KPMG Foundation and on the board for KPMG in the U.S. and the Americas. She is currently a member of Michigan State University’s Department of Accounting & Information Systems External Advisory Board and also serves on the advisory boards of Women Corporate Directors, ION and The Chicago Network. Ms. Anand is a frequent speaker at industry conferences and forums and has authored numerous articles on governance, risk, real estate and hospitality. She holds bachelor’s degrees in accounting and computer science and a master’s of business administration from Michigan State University. Governance Challenges & Priorities Driving the 2013 Agenda | 5

Biographies

Dennis R. Beresford

ennis Beresford served as chairman of the Financial Accounting Standards Board from 1987-97 and earlier was the national Ddirector of accounting standards for Ernst & Young LLP. He is the Ernst & Young Executive Professor of Accounting, J. M. Tull School of Accounting, Terry College of Business, University of Georgia. In 2012 the Journal of Accountancy named Mr. Beresford as one of the “125 people of impact in accounting,” as among those who have made the most impact on the accounting profession since the American Institute of Certified Public Accountants (AICPA) was founded in 1887. He is a director and chairman of the audit committee of Legg Mason, Inc. Mr. Beresford previously served on the boards of National Service Industries, Inc., WorldCom, Inc., Kimberly-Clark Corporation, Fannie Mae, and Doosan Infracore International. He is also a member of the board of directors of the National Association of Corporate Directors and a member of the Public Company Accounting Oversight Board Standing Advisory Group. Mr. Beresford received a bachelor’s degree in accounting from the University of Southern California and holds an honorary Doctor of Humane Letters from DePaul University. He is a member of the Accounting Hall of Fame, received the Gold Medal from the AICPA, and was an inaugural inductee of Financial Executives International’s Hall of Fame.

Jeff Cunningham

eff Cunningham is managing director and senior advisor at the National Association of Corporate Directors (NACD) and Joversees editorial content for NACD’s Directorship and Directorship.com. He has served on the board of directors of 10 public companies, including Schindler (Switzerland), Genuity, Paging Network, Premiere Global, Equivest, and The Street, and has served as chairman of the board for Sapient, EXLservice, and Bankrate. His career span includes publisher of Forbes, president of CMGI, and managing director of Schroder Ventures.

Kenneth Daly

enneth Daly is president and chief executive officer of the National Association of Corporate Directors (NACD), the largest Kmember-based organization for board directors in the United States. Under Mr. Daly’s leadership since 2007, NACD has grown in size and in scope, more than doubling its revenue and increasing membership by nearly 100 percent. Prior to joining NACD, Mr. Daly was a partner at KPMG, where he served as partner-in-charge of National Risk Management. Following his retirement from KPMG in 2005, he assumed the role of executive director of KPMG’s Audit Committee Institute. Having served as a director and audit committee chair, Mr. Daly routinely counsels audit committees on risk oversight. He has extensive experience with the U.S. Securities and Exchange Commission and other regulatory agencies, and is especially knowledgeable about the financial-services industry. He is a frequent speaker and writer on issues confronting corporate boards, and he regularly appears in the national media, including print, television and radio. Mr. Daly received a bachelor’s degree in accounting from the University of Delaware.

Christopher L. Garcia

hristopher Garcia is a litigation partner and a member of the Securities Litigation and White Collar Defense and CInvestigations practices at Weil, Gotshal & Manges LLP in New York. Prior to joining Weil in 2012, Mr. Garcia was chief of the Securities and Commodities Fraud Task Force in the US Attorney’s Office for the Southern District of New York where he supervised the investigation and prosecution of more than 300 cases, including matters arising out of the 2008 financial crisis and in areas of corporate fraud, insider trading, and fraudulent investment schemes. Prior to joining the US Attorney’s office, Mr. Garcia clerked for the Honorable Stephen M. Orlofsky of the United States District Court for the District of New Jersey, and worked as an associate at Davis Polk & Wardwell. Mr. Garcia is a member of the bars of New York and Massachusetts and is admitted to practice in the US Court of Appeals for the Second Circuit and the US District Courts for the Southern and Eastern Districts of New York. He received his law degree from Harvard Law School, where he served as Senior Editor of the Journal of Law and Public Policy, and earned his A.B., magna cum laude, from Harvard College. 6 | 9th Annual Audit Committee Issues Conference

Biographies (continued)

Holly J. Gregory

olly Gregory is a partner in the international law firm of Weil, Gotshal & Manges LLP where she specializes in corporate Hgovernance and counsels clients on the full range of governance issues and practices. Ms. Gregory played a key role in drafting the Organisation for Economic Co-operation and Development (OECD) Principles of Corporate Governance and has advised the Internal Market Directorate of the European Commission on corporate governance regulation, and the joint OECD/ World Bank Global Corporate Governance Forum on governance policy for developing and emerging markets. In addition to her legal practice and policy efforts, Ms. Gregory has helped organize governance-related programs for the U.S. Securities and Exchange Commission, OECD, World Bank, Yale’s Millstein Center for Corporate Governance and Performance, and Transparency International, among others. The author of numerous articles on governance topics, Ms. Gregory writes the monthly governance column for Practical Law: The Journal. Ms. Gregory is founding co-chair of the ABA Business Law Section’s Subcommittee on International Corporate Governance Developments and serves by invitation on the ABA Corporate Laws Committee. She is also a member of the National Association of Corporate Directors (NACD) director education faculty. She has served as pro bono counsel to the Epilepsy Foundation, New York City Opera, the Brooklyn Public Library and the New York Junior League. A summa cum laude graduate of, and former executive editor of the Law Review at, New York Law School, Ms. Gregory served as a law clerk to the Honorable Roger J. Miner, United States Court of Appeals for the Second Circuit, before joining Weil. Ms. Gregory served on the board of trustees of New York Law School from 2009 through 2011.

Harry L. Gutman

ank Gutman is principal-in-charge, Federal Tax Legislative & Regulatory Services (LRS), for KPMG LLP in Washington, D.C., Hand is the director of the KPMG Tax Governance Institute (TGI). The LRS practice provides updates on federal tax legislation and regulations, helping identify specific issues and prioritizing client responses to legislative and regulatory proposals. The TGI provides a forum for board members, corporate management, stakeholders, and government representatives to explore and debate aspects of tax oversight and management, including tax risk, control and reporting. As Joint Committee Chief of Staff from 1991 through 1993, Mr. Gutman was the primary nonpartisan advisor to the House Ways and Means and Senate Finance Committees concerning the technical, economic and revenue aspects of tax legislation. Mr. Gutman also served as deputy tax legislative counsel in the Treasury Department Office of Tax Policy. Throughout his career, Mr. Gutman has counseled major multinational corporations on various implications of tax legislative change. He represented clients in legislative and administrative matters before the Congress, the Treasury Department and the Internal Revenue Service. Before joining KPMG, Mr. Gutman was a partner in the Washington, D.C., office of the law firm of King & Spalding LLP. Mr. Gutman has taught at the University of Pennsylvania and University of Virginia Law Schools and has served as chairman of the Tax Policy and Government Relations Committees of the ABA Tax Section. He is frequently quoted on federal tax legislative matters. Mr. Gutman received his undergraduate degree from the Woodrow Wilson School of Public and International Affairs at Princeton University, a B.A. degree in Jurisprudence from University College, Oxford University, and his LL. B. from Harvard Law School.

James H. Hance Jr.

ames Hance is an operating executive of The Carlyle Group LP, focused on the Global Market Strategies segment and the Jfinancial services sector in New York. He also serves on the board of directors. Prior to joining Carlyle in 2005, Mr. Hance served as vice chairman of Bank of America from 1993 until his retirement on January 31, 2005 and served as chief financial officer from 1988 to 2004. Prior to joining Bank of America, Mr. Hance spent 17 years with Price Waterhouse (now PricewaterhouseCoopers LLP). Mr. Hance is chairman of the board of Sprint Nextel Corporation as well as a director of Duke Energy Corporation, Cousins Properties Inc., and Ford Motor Company. Mr. Hance is a former director of Rayonier, Inc., EnPro Industries, Inc., Morgan Stanley, and Bank of America. Mr. Hance graduated from Westminster College and received a master’s degree in business administration from Washington University in St. Louis. He is a certified public accountant. Mr. Hance serves on the board of trustees at Washington University in St. Louis and Johnson and Wales University. Governance Challenges & Priorities Driving the 2013 Agenda | 7

Biographies (continued)

Ellen Hancock

llen Hancock is a director of Aetna and Colgate-Palmolive Company, and has served as a director of Watchguard ETechnologies, Inc., Electronic Data Systems Corporation, and Acquicor Technology, Inc. Ms. Hancock served as the president of Jazz Technologies, Inc., a semiconductor wafer foundry, and president and chief operating officer from 2005 to 2007 of its predecessor, Acquicor Technology Inc., a blank check company formed for the purpose of acquiring businesses in the technology, multimedia and networking sector. Ms. Hancock previously served as chairman of the board and chief executive officer of Exodus Communications, Inc., an Internet system and network management services company. She held various staff, managerial and executive positions at International Business Machines Corporation from 1966 to 1995, including senior vice president and group executive. Ms. Hancock served as an executive vice president and chief operating officer of National Semiconductor Corporation from September 1995 to May 1996, and served as executive vice president for research and development and chief technology officer of Apple Computer, Inc. from 1996 to 1997.

Sven Erik Holmes

ven Holmes is vice chairman, Legal, Risk and Regulatory, for KPMG LLP in New York where he oversees the office of Sgeneral counsel, risk management, government affairs, firmwide security, and the firm’s ethics and compliance programs. He also serves as KPMG’s chief legal officer and counsel to the board of directors, and is a member of the management committee. Before joining KPMG in 2005, Judge Holmes was appointed by President William J. Clinton as United States District Judge for the Northern District of Oklahoma, where he served for ten years, the last three as chief judge. He was also Adjunct Professor of Constitutional Law, University of Tulsa College of Law. Judge Holmes previously served as general counsel and staff director, Senate Select Committee on Intelligence, and was a partner at Williams & Connolly in Washington, D.C. He currently serves on the board of trustees for St. Mary’s College of Maryland and Ford’s Theatre and sits on the board of directors for Equal Justice Works. Judge Holmes is also a fellow of the National Academy of Public Administration. He is a member of the American Bar Association and the Association of Corporate Counsel. Judge Holmes earned an A.B. from Harvard University, a J.D. from the University of Virginia Law School and an LL. M. (Taxation) from the Georgetown University Law Center. He was admitted to the bar in New York, Oklahoma and the District of Columbia.

Teresa E. Iannaconi

erry Iannaconi is KPMG LLP’s partner-in-charge, Knowledge Sharing, Department of Professional Practice, the firm’s national Taccounting and auditing technical services group. In that capacity she is responsible for a variety of initiatives involving the technical knowledge and experience of the professionals in the group, including the development and dissemination of publications and presentations to clients and non-clients, including academic groups. Ms. Iannaconi also serves as a senior technical partner in the firm’s Securities and Exchange Commission (SEC) and Practice Advisory Group, which is responsible for providing accounting and auditing advisory support to engagement teams in consultations on significant financial reporting matters. Prior to joining KPMG in 1995, she was employed by the SEC for 19 years, including serving as deputy chief accountant in the SEC’s Division of Corporate Finance. Ms. Iannaconi is on the board of trustees of the SEC Historical Society and on the Public Company Accounting Oversight Board Subcommittee of the Securities Law Committee of the Society of Corporate Secretaries and Governance Professionals, the Advisory Board of the SEC Institute. She also serves on board of advisors for the University of Maryland Smith School of Business. She is a member of the American Institute of Certified Public Accountants (AICPA) and the American Accounting Association. In 2007 she completed a four-year term on KPMG’s board of directors and the board of directors of the KPMG Foundation. She previously served as a member of the AICPA’s SEC Regulations Committee, the Financial Accounting Standards Board’s Emerging Issues Task Force, and the American Accounting Association’s Financial Accounting Standards Committee. Ms. Iannaconi received a bachelor’s degree in accounting at Georgetown University and a master’s degree in finance at the University of Maryland. 8 | 9th Annual Audit Committee Issues Conference

Biographies (continued)

Laban P. Jackson, Jr.

aban Jackson has been chairman and chief executive officer of Clear Creek Properties, Inc., a real estate development Lcompany, since 1989. Prior to starting Clear Creek Properties, Mr. Jackson was chairman, president and founder of International Spike, Inc. Mr. Jackson has been an independent director of JPMorgan Chase & Co. since 1993, and is the chairman of the audit committee. He is a member of the board of directors of Markey Cancer Foundation in Lexington, Kentucky. Mr. Jackson also served on the Federal Reserve Board of Cleveland from 1987 to 1992. Mr. Jackson is a graduate of the U.S. Military Academy.

Gary Kabureck

ary Kabureck is a corporate vice president and the chief accounting officer at Xerox Corporation, a position he has held Gsince 2001. He joined Xerox in 1985 after a 10-year career at PricewaterhouseCoopers. Mr. Kabureck is a member of Financial Executives International (FEI) National Committee on Corporate Reporting and is chairman of the FEI’s FASB subcommittee. In addition, he is a member of the Standing Advisory Group to the Public Company Accounting Oversight Board and was a member of the advisory council to the Financial Accounting Standards Board from 2008 to 2011. Mr. Kabureck was elected in 2008 to the Accounting Hall of Fame of the American Institute of Certified Public Accountants. In 2012 Treasury & Risk named Mr. Kabureck one of the 100 most influential people in finance. He earned a B.S. in accounting and a master’s degree in business administration from the University of Bridgeport.

James P. Liddy

ames Liddy is U.S. vice chair, Audit, and regional head of Audit, Americas, KPMG LLP. Mr. Liddy served as the global lead Jpartner for Wachovia and Citigroup and had ultimate responsibility for the coordination and completion of the integrated audits and the signing of the audit opinions. He has served as either engagement partner or SEC reviewing partner on numerous global financial services clients. Jim continues to serve as an account executive for several of KPMG’s largest clients including Nationwide, Navistar and Visa. Prior to his current role, Mr. Liddy served as the national managing partner, Audit for KPMG LLP and the national line of business leader for KPMG LLP’s Financial Services practice. He has also served as a Securities and Exchange Commission (SEC) reviewing partner, KPMG’s designation for its top technical partners. He has extensive experience in corporate and investment banking, consumer and commercial lending, transaction processing, securitization activities and financial instruments accounting. Specifically, his experience includes financial statement audits, mergers and acquisitions, divestures, reorganizations, restructuring and other technical and reporting matters. Mr. Liddy also served in the practice advisory group within KPMG’s Department of Professional Practice (DPP). In his role at DPP, Jim interacted with clients, engagement teams, regulators, and standard setters on technical accounting and financial services practice issues. Mr. Liddy graduated from Iona College, with a bachelor’s degree in accounting.

Michael J. Mancuso

ike Mancuso has significant experience in financial management and operations, most recently with CSC as corporate Mvice president and chief financial officer before retiring in May 2012. Mr. Mancuso previously served as senior vice president and chief financial officer of General Dynamics Corporation; as vice president and chief financial officer of the commercial jet engine business at Pratt& Whitney Group, United Technologies Corporation; and in various senior financial management positions with the General Electric Company. He currently serves as a director of two New York Stock Exchange-listed companies, The Shaw Group and SPX Corporation, and chairs the audit committee for both. Mr. Mancuso holds a bachelor’s degree in business from Villanova University and earned a master’s degree in business administration from Eastern College. Governance Challenges & Priorities Driving the 2013 Agenda | 9

Biographies (continued)

Ellen J. Odoner

llen Odoner is a senior corporate partner of Weil, Gotshal & Manges LLP in New York. As head of the firm’s Public Company EAdvisory Group, Ms. Odoner advises boards of directors, audit and other independent committees and senior executives of U.S. public companies and U.S.-listed foreign private issuers on Securities and Exchange Commission (SEC) and corporate governance matters. Her work for public companies includes disclosure, financial restatements, internal control issues and relationships with the independent auditor. Ms. Odoner also specializes in merger and acquisition and securities transactions, particularly those with cross-border elements. She has extensive experience harmonizing the securities and takeover regimes of U.S. and non-U.S. jurisdictions. 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 co-chaired an American Bar Association Task Force on the SEC’s cross-border exemptions. She earned a bachelor’s degree, magna cum laude, from Yale University and a J.D. from Harvard Law School.

Aulana L. Peters

ulana Peters is a retired partner of Gibson, Dunn & Crutcher LLP. From 1973 to 1984 and from 1988 to December 2000, AMs. Peters was a member of Gibson Dunn’s Litigation department with an emphasis on securities litigation, including class action suits, tender offer/proxy contest litigation and Securities and Exchange Commission (SEC) enforcement actions. From June 1984 through July 1988, Ms. Peters served as commissioner of the Securities and Exchange Commission. Following her retirement from Gibson Dunn, Ms. Peters was appointed to the Public Oversight Board of the American Institute of Certified Public Accountants where she served until April 2002. In February 2005, Ms. Peters was appointed to the International Public Interest Oversight Board for Auditing, Education and Professional Ethics Standards. Ms. Peters also serves on the United States Comptroller General’s Accountability Advisory Panel. The Association of Securities and Exchange Commission Alumni named Ms. Peters the 11th recipient of the William O. Douglas Award in February 2003 for her significant contributions to the development of Federal Securities Law and the SEC and Financial Community. In October 2010, she was awarded the Medal of Honor by the American Institute of Certified Public Accountants for distinguished service to the accounting profession. Ms. Peters serves on the boards of directors of several publicly held companies, including 3M Corporation, Northrop Grumman Corporation and Deere & Company. She is a frequent lecturer on topics such as federal securities regulation and corporate governance and has authored articles on securities regulation and the financial services industry. Ms. Peters graduated with a B.A. degree in philosophy from the College of New Rochelle in 1963 and earned her law degree from the University of Southern California in 1973.

Robert B. Reich

obert Reich is one of the world’s leading thinkers about work and the economy. Now Professor of Public Policy at the RUniversity of California at Berkeley, he has served three national administrations, most recently as Secretary of Labor under Bill Clinton. He also served on President Barack Obama’s economic transition board. In 2008, TIME magazine named him one of the ten most successful cabinet secretaries of the past century. Mr. Reich is the author of 14 books. His latest book, Aftershock: The Next Economy and America’s Future, a New York Times best-seller, looks at where the economy is heading after the Great Recession and what to expect over the next decade. He has written more than 200 articles on the global economy, the changing nature of work and the centrality of human capital. Mr. Reich writes a weekly, nationally syndicated column for Tribune Media Services and is a consultant to many governments and corporations. In late 2003, Mr. Reich was awarded the Vaclev Havel prize, in Prague, for his original contributions to economic thinking. In 2004, he was named one of America’s three most influential opinion leaders on business and the economy, based on a study by Accenture. In 2008, The Wall Street Journal named him one of the nation’s top ten thought leaders. 10 | 9th Annual Audit Committee Issues Conference

Biographies (continued)

Alan Simpson

lan Simpson served as U.S. Senator from Wyoming from 1978 to 1997, including 10 years as assistant majority leader. AHe served as one of the ten bipartisan members on the Iraq Study Group chaired by Lee Hamilton (Dem.) and Jim Baker (Rep.), and he co-chaired the National Commission on Fiscal Responsibility and Reform with Erskine Bowles. Mr. Simpson was elected to the Wyoming State Legislature in 1964, where he served for the next 13 years in the Wyoming House of Representatives, holding the offices of Majority Whip, Majority Floor Leader and Speaker Pro-Tem. Between 1997 and 2000, Simpson was a visiting lecturer and for two years, director of the Institute of Politics at Harvard University’s John F. Kennedy School of Government. In 2000 he returned to his alma mater, the University of Wyoming, as a visiting lecturer in political science. Simpson is a partner in the Cody, Wyoming, firm of Simpson, Kepler and Edwards, the Cody division of the Denver firm of Burg Simpson Eldredge, Hersh & Jardine, PC. He has served on numerous corporate and non-profit boards. In his book, Right in the Old Gazoo: A Lifetime of Scrapping with the Press, Simpson chronicles his personal experiences and views of the Fourth Estate.

Lawrence W. Smith

awrence Smith joined the Financial Accounting Standards Board (FASB) in 2007, and was reappointed to a second five-year Lterm effective July 1, 2012. As one of the seven members of the board, Mr. Smith is responsible for advancing the FASB’s mission to establish and improve financial accounting and reporting standards to increase transparency for users of financial reports, increasing investor confidence in the capital markets. Prior to his appointment, Mr. Smith spent five years as director, technical application and implementation activities, of the FASB. In this role, he managed FASB activities related to application and implementation issues, and served as chairman of its Emerging Issues Task Force. Mr. Smith joined the FASB staff in 2002 after a 25-year career at KPMG LLP. During his tenure with KPMG, Mr. Smith was a partner in the Stamford, Conn. office and a partner in the Department of Professional Practice in New York. He also served as engagement partner and SEC reviewing partner on a number of international Fortune 1000 clients. Active in the accounting profession, he is a past member of the Technical Standards Subcommittee of the Professional Ethics Committee of the AICPA. Mr. Smith earned his Master of Science in accounting from Northeastern University.

Carol B. Tomé

arol Tomé has served as chief financial officer of The Home Depot since May 2001 and was named executive vice president Cof corporate services in January 2007. She provides leadership in the areas of real estate, store construction, financial services, strategic business development and growth initiatives. Her corporate finance duties include financial reporting, financial planning and analysis, financial operations, divisional finance, internal audit, investor relations, treasury and tax. Ms. Tomé joined The Home Depot in 1995. Previously, she was vice president and treasurer of Riverwood International Corporation. She began her career as a commercial lender with United Bank of Denver (now Wells Fargo) and then spent several years as director of banking for the Johns-Manville Corporation. In 2003, Ms. Tomé joined the UPS board of directors and serves as chair of the audit committee. In January 2008, she joined the board of the Federal Reserve Bank of Atlanta and serves as deputy chair. In 2012, Ms. Tomé served as the chair of the board of The Metropolitan Atlanta Chamber of Commerce. Among many distinctions, Ms. Tomé was ranked No. 2 by The Wall Street Journal on its 2012 list of the best chief financial officers in corporate America and Fortune listed her among the top 50 most powerful women in business. She holds a bachelor’s degree in communication from the University of Wyoming and a master’s degree in business administration in finance from the University of Denver. Governance Challenges & Priorities Driving the 2013 Agenda | 11

Biographies (continued)

John B. Veihmeyer

ohn Veihmeyer is chairman and chief executive officer of KPMG LLP in the U.S. and chairman of KPMG across the Americas, Jwhich includes South America, Central America and Canada. Over the course of his 35-year career at KPMG, Mr. Veihmeyer held a series of leadership positions, including U.S. deputy chairman, member of the KPMG board of directors, global head of risk management & regulatory, managing partner for the Mid-Atlantic area, and managing partner in Washington, D.C. Mr. Veihmeyer is a member of the governing board for the Center for Audit Quality and previously served as a member of the Securities and Exchange Commission’s Advisory Committee on Smaller Public Companies. He is a member of the Business Roundtable, the Partnership for New York City, and the University of Notre Dame Mendoza College Business Advisory Council. Among his philanthropic activities, he has served on the board of trustees of St. Mary’s College (Ind.), is a member of the Kennedy Center Corporate Fund Board, and is a co-chair of CEOs Against Cancer. He is also a board member of the Committee Encouraging Corporate Philanthropy and Catalyst, whose mission is to expand opportunities for women and business. He is a member of Business-Higher Education Forum and an active champion of KPMG’s Family for Literacy, a KPMG sponsored program which provides new books to low-income children. A graduate of the University of Notre Dame, Mr. Veihmeyer speaks often about the role of ethics and integrity in business leadership, as well as the importance of diversity. In 2011 he received the CEO Leadership Award from Diversity Best Practices.

Steven M. West

teve West, a 30-year veteran in information technology, is the founder and a partner in Emerging Company Partners LLC, an Sadvisory firm for investors, board members and CEO’s, located in Incline Village, Nevada. Mr. West has been a chief executive officer and held other executive leadership positions in both large and early stage information technology companies located in North America, Asia, and Europe. His leadership positions have included president and chief executive officer of Hitachi Data Systems, a division of Hitachi Japan; group executive and president of Media Business for EDS; chief executive officer of Entera Systems; and chief operating officer of nCUBE Video Technologies. Mr. West also serves as a director and chair of the audit committee for Cisco Systems. In addition, he serves as a director and chair of the compensation committee for Autodesk and is a director for several private firms. Mr. West is a graduate of Siena Heights College with a bachelor’s degree in electronic engineering. He is also a graduate of the University of Michigan Global Leadership Program. Mr. West is a licensed broadcast engineer by the Federal Communications Commission and an active member in the Audit Committee Leadership Network.

Dennis T. Whalen

ennis Whalen is the Partner in Charge & Executive Director of KPMG’s Audit Committee Institute (ACI). In this role, Dennis Dleads ACI’s initiatives to provide audit committee and board members with practical insights, resources, and peer-exchange opportunities focused on strengthening oversight of financial reporting and audit quality and the array of challenges facing boards and businesses today – from risk management and emerging technologies to strategy and global compliance. He is a frequent speaker on audit committee and board governance issues. With 30 years of public accounting experience, Dennis has served several of KPMG’s top clients, has led KPMG’s audit practices in Houston and Kansas City, and has represented the Audit practice on a cross-functional team of senior partners focused on making strategic investments for the Firm and driving innovation into its businesses. He also has served as a member of KPMG’s National Audit Leadership team and the Firm’s U.S. and Americas Boards of Directors, including serving as Chair of the Audit, Finance & Operations Committee. 12 | 9th Annual Audit Committee Issues Conference

Stop by KPMG’s ACI Register with ACI, booth and tee up your drop your card in the chance to win a framed box, and try your hand pin flag autographed at the putting green to by Phil Mickelson. be entered to win. Governance Challenges & Priorities Driving the 2013 Agenda | 13

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KPMG.com/ACIregister 14 | 9th Annual Audit Committee Issues Conference

Participants A Laurie Brlas Timothy Cunningham Director EVP and CFO Leo Abruzzese First Tee of Cleveland, Perrigo Schawk Director of Global Forecasting Economist Intelligence Unit Brett Brown EVP and CFO D Herbert Alexander Inland Real Estate Kenneth Daly Director President and CEO Alexander, Aronson, Finning & Co., NACD Boston Private Bank, Boston Private C Financial Holdings Todd Campbell Michael D’Appolonia Director Director Joan Amble Sagicor Life Insurance Exide Technologies, Director Westmoreland Coal Company Booz Allen Hamilton, Brown-Forman, Max Carrier Sirius XM, UCLA Health Services Partner Carol (John) Davidson KPMG LLP Director Kapila Anand DaVita, Pentair Partner Bart Catmull KPMG LLP Director Eugene DeMark Sagicor Life Insurance Director Kerrii Anderson BankUnited Director Margot Cella Chiquita Brands International, Director of Research Laboratory Corporation of America, Center for Audit Quality E Worthington Industries R Sam Christensen Chris Edwards Donald Anthony Director Chief Audit Executive Director Headwaters St. Jude Medical CHS Christopher Clark D. Eugene Ewing Herbert Aspbury Publisher Director Director NACD Compass Diversified Holdings, Exide Technologies, Darling International Turks & Caicos Banking Company Roxanne Coady Director First Niagara Bank, F B First Niagara Financial Group Brian Ford Diane Baker Jane Cobb Director Director Vice President, Operations GulfMark Offshore Comfort Company, Oneida, Center for Audit Quality Sure-fit Company Sue Cobb G Juanita Banks Director Director BankUnited Christopher Garcia American Transmission Company Partner Dick Cole Weil, Gotshal & Manges LLP Alan Bell Director Director Graybar Electric Matthew Geekie Approach Resources, Cinco Resources Director Debi Coleman Graybar Electric Dennis Beresford Director Director Reply.com, Synopsys Larry Giglio Doosan Infracore International, Director Legg Mason John (Sam) Crowley Graybar Electric Director Arthur Bethell U.S. Cellular Peter Gleason Director Managing Director and CFO Sagicor Life Insurance Jeff Cunningham NACD Managing Director and Senior Advisor Michael Bilbrey NACD Christopher Goodman Director Chief Marketing Officer CalPERS KPMG LLP Governance Challenges & Priorities Driving the 2013 Agenda | 15

Participants Holly Gregory I Michael Lockhart Partner Director Weil, Gotshal & Manges LLP Teresa (Terry) Iannaconi Norfolk Southern Partner Robert Guido KPMG LLP William Lucie-Smith Director Director Bally Technologies, Sidney Ito Sagicor Life Insurance Commerical Metals Company, Partner North Highland Worldwide KPMG - Brazil Chris Lynch Director AIG, Federal Home Loan H J Mortgage Corporation James Hance James (JJ) Jackson Gregory Lytz Director Director Director Carlyle Group, Cousins Properties, Duluth Metals Limited Mid-Atlantic Broadband Duke Energy, Ford, Sprint Laban (Labe) Jackson Ellen Hancock Director M Director JPMorgan Chase Aetna, Colgate-Palmolive Michael Mancuso Doug Johnson Director Christopher Harte Director Shaw Group, SPX Director Aflac, CertusHoldings Geokinetics, Harte-Hanks Timothy Mann Director Randy Harwood K Georgia Gulf Corp Director Graybar Electric Gary Kabureck David Marricle VP & Chief Accounting Officer Director Robert Herdman Xerox Golden Spread Electric Director Cummins, HSBC, WPX Energy Sue Kelly Ken Marshall Director Director Joan Herman GP Strategies Sagicor Life Insurance Director Convergys, DentalPlans.com, Qualicorp Charles Knapp Ph.D David Maxwell Director Director Joel Herter Aflac Graybar Electric Director Inland Real Estate Ellyn McColgan L Director Sven Erik Holmes NASDAQ OMX Vice Chair, Legal, Risk and Regulatory Kelly Lankford KPMG LLP Director Kevin McHugh Golden Spread Electric Director Cynthia Hostetler Jack Cooper Holdings Director Heidi Lawton Artio Global Funds, Edgen Group, Director John McKinney TriLinc Global Inland Real Estate Director United Rentals Tao Huang Dennis Letham Director Director Cary McMillan Armstrong World Industries Tenneco Director American Eagle, McDonald’s Robert Humphreys Kirk Liddell Director Director Stephen McNamara Carolina Motorsports Park, Delta Apparel Dex One, High Industries, Irex Director Sagicor Life Insurance D’Anne Hurd James Liddy Director Vice Chair, Audit Larry McWilliams Hiperos, LLC KPMG LLP Director Armstrong World Industries 16 | 9th Annual Audit Committee Issues Conference

Participants (continued)

M (cont.) P S Randy Melby Brent Parsons John (JJ) Schickel Senior EVP and Chief Risk Officer Director Director BankUnited Koniag, PlasmaDrive Jack Cooper Holdings, MyUS

Dodridge Miller John Paule David Sell Director Director Director Sagicor Life Insurance HCI Care Services, Homesteaders Life Golden Spread Electric

Hector Mojena Aulana Peters John Shettle Partner Director Director KPMG LLP 3M, Deere & Company, Sagicor Life Insurance Northrop Grumman Kai Monahan Alan Simpson Senior VP and Chief Audit Executive Richard Pfenniger Former U.S. Senator, Nationwide Insurance Director Co-Chair – National Commission on Fiscal GP Strategies Responsibility and Reform Bryan Monkhouse Director Beverly Propst Beverly Sisson Blue Water Safaris, Liamuiga Marine, Director Director The Pantry Graybar Electric Sagicor Life Insurance

Kazutaka (Kaz) Mori Lawrence Smith Partner R Member KPMG LLP Financial Accounting Standards Board Ravi Rambarran Pat Mullin Director Lawrence S. Smith Director Sagicor Life Insurance Director OM Group, University Hospitals Air Products and Chemicals, of Cleveland Robert Reich TE Connectivity, Preferred Proppants LLC Former U.S. Secretary of Labor Professor of Public Policy, Christine St. Clare N University of California at Berkely Director Atlanta Police Foundation, Houlihan Lokey, Bennett Nussbaum David Rickard YMCA Metro of Atlanta Integration Leader Director Bi-Lo/Winn-Dixie Dollar General, Harris Corp, Melvin Stith Jones Lang Lasalle Director Aflac, Flowers Food, O Paul Rigby Synovus Financial Director Thomas O’Brien Boscov’s Department Stores, Elevate LLC, Henry Stoever Director Ignite Progress LLC Chief Marketing Officer BankUnited, Prudential Annuity Funds NACD James Ritchie Timothy O’Brien Director Director Old Mutual Asset Management, Colorado Public Employees Retirement Old Mutual Bermuda Limited Association (PERA) William Robbie Ellen Odoner Director Partner Tower Group Weil, Gotshal & Manges LLP Michael Rocca Sandra Osborne Director Director Hyatt Hotels, St. Jude Medical Sagicor Life Insurance Coleman Ross Director Pan-American Life Insurance Group, Syncora Holdings Governance Challenges & Priorities Driving the 2013 Agenda | 17

Participants (continued) T U Dennis Whalen Partner in Charge & Executive Director, Michael Testman Michael Urbut KPMG’s Audit Committee Institute Director Director Jack Cooper Holdings Darling International Brent Wheeler Director Larry Thoele Golden Spread Electric Director V Landstar Nicole Williams John Veihmeyer Director Carol Tomé Chairman and CEO Intercept Pharmaceuticals, Director KPMG LLP Progenics Pharmaceuticals Federal Reserve Bank of Atlanta, UPS W Z Samuel Torrence Donna Zarcone Director Harvey Wagner Director Jack Cooper Holdings Director Cree CDW LLC, Cigna, The Duchossois Group Darrell Tukua Director Brian Webb Capella Education, Gate City Bank, Director MMIC Group True Value Company Steven West Director Autodesk, Cisco 18 | 9th Annual Audit Committee Issues Conference