1. October 2325, 2014 CHAIR WOMAN OF THE BOARD, PLEASE RISE! Recognize, Connect, and Increase Woman Leadership on Boards

2. Moderator Lisa J. Wicker, Ph.D. Vice President International and Allied Businesses Lowes Companies, Inc. Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

3. Agenda Welcome & Panelist Introductions Learning Objective Topics Non-profit vs. Private vs. Public Boards, Insights into the Board Selection Process Why is it Critical for Woman to have Seats on Boards Strategies to Position Yourself for Board Roles, Tools to Increase Recognition and Cultivate Key Relationships Action Planning Closing Remarks Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

4. Hilary Clinton discusses 2020 Women on Boards Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

5. Learning Objective: Enhance Career Development and Increase Influence Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

6. Takeaways At the end of this panel, participants will be able to: Examine opportunities to lead on many levels in your business community Explore differences between non-profit, private, and public boards Gain insights into the board selection process Use strategies to position yourself for board roles List tools to increase recognition and cultivate key relationships Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

7. Notes Page Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

8. Panelists Jennifer D. Kluge President and CEO Michigan Food & Beverage Association Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards Monica Emerson Founder & Principle Inclusive Performance Solutions Terry Barclay President and CEO Inforum and Inforum Center for Leadership

9. October 2325, 2014 JENNIFER KLUGE President and CEO, Michigan Business and Professional Association Publisher, Corp! Magazine

10. For Profit vs. Nonprofit For Profit Corporations Nonprofit Corporations Owned by stockholders Owned by the public Generate money for the owners Serve the public Success is making sizeable profit Success is meeting needs of public Board members are usually paid Board members are usually unpaid volunteers Members can make very sizeable income Members should make reasonable, not excessive, income Money earned over and above that needed to pay expenses is kept as profit and distributed to owners Money earned over and above that needed to pay expenses is retained as surplus and should be spent soon on meeting the public need Chief Executive Officer is often on the Board of Directors, and sometimes is the President of the Board Conventional wisdom suggests that the Chief Executive Officer (often called the Executive Director) not be on the Board, but attends Board meetings 2008 Authenticity Consulting, LLC Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

11. Public vs. Private Corporate Boards Public company board Stock publicly traded Very formal Watchdog for shareholders Fiduciary and legal responsibility Public and shareholder scrutiny Private company board Usually picked as non-threatening selections of the company, less challenge to C-Suite Many start as the owners and investors of the company Actively engaged in growing the company Less legal liability and risk Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

12. Venture Capital Boards: usually the owners are the only board members Private Equity Boards: set the company up for a sale or IPO Family Owned Boards: trusted advisors nimble and focused on long-term strategy without investor scrutiny Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

13. Selection Process Usually by committee; recommendations made by key stakeholders Seat positions usually by sector or experience Limited seats and tenures defined by each entity Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

14. October 2325, 2014 TERRY A. BARCLAY President and CEO, Inforum and Inforum Center for Leadership

15. 15 FORTUNE 500 WOMEN DIRECTORS RISING Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards 16.9%

16. LITTLE CHANGE FOR WOMEN IN HIGHEST LEADERSHIP RANKS 16 Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

17. EVEN LESS CHANGE FOR WOMEN OF COLOR 17 % Directors Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards 75% Executive Officers

18. 3:1 RATIO - MEN APPOINTED AS NEW DIRECTORS 18 46 NEW DIRECTORS TIER II DIRECTOR AGE RANGES 60 LARGEST COMPANIES 39 Male 72 44 Female 53 Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards 76% NEW MALE DIRECTORS

19. ACHIEVING CRITICAL MASS IN BOARDROOMS 19 Number of Women Directors Company 4 Eastern Michigan Corporation General Motors Company Kelly Services Spartan Stores Steelcase Inc. 3 DTE Energy Company Herman Miller Inc. Kellogg Company Perrigo Relative Board Balance Eastern Michigan Financial Corporation Spartan Stores Inc. Kelly Services, Inc. Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

20. WHAT WOMEN BRING TO CORPORATE GOVERNANCE 20 Collaborative leadership style benefits boardroom dynamics Difficult issues and problems less likely ignored Boardroom content broadened to include perspectives of multiple stakeholders Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards Diversity is an issue of governance

21. October 2325, 2014 MONICA EMERSON Founder & Principle Inclusive Performance Solutions

22. To Thine Own Self Be True: It Starts with an Honest Self-Assessment Before You Toss Your Hat in the Ring. What specific skills do you possess that would be value added to the Board? How successful have you been in your professional career? What are your specific accomplishments / results? Do you have a grasp of basic financial literacy as defined by the SEC? In what area(s) are you an expert, i.e., your differentiating value proposition? What is your personal reputation? your brand? social media? What external awards, recognition have you received? In what professional organizations have you take a leadership role? What is your level of community engagement? What is your level of national influence? Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

23. Making it onto the Short List of Board Candidates Personal and Professional Visibility Professional memberships; Leadership roles Speaking engagements, Panel participation Publications, Articles in which you were quoted or referenced Social Media Exposure: Facebook, LinkedIn, Twitter, etc. Professional Referrals: Who Knows You CEOs; C-Suite Level Professionals People you know who serve on Corporate Boards Executive Recruiters Personal Referrals: Who Recommends You Individuals with whom youve served on Non-profit Boards Individuals you have helped professionally and/or those who helped you Businesses that you have connected resulting in new or increased business opportunities Industry and Board Specific Focus Industries in which you have the greatest interest Company / Corporate Boards on which youd like to serve Names of the Chairs and members of those Boards Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

24. Understanding and Overcoming the Challenges Four Barriers that Hold Women Back: Structural Obstacles Lack of Access to informal networks Lack of senior female role models Lack of sponsors to provide opportunities Lifestyle Issues Concern regarding 24/7 executive lifestyle and travel Desire for work/life balance emerging in both men and women Imbedded Institutional Mindsets Beliefs that women should not be put in certain roles Feelings that promoting a women will be too risky Imbedded Individual Mindsets Personal choices and/or reluctance to step up Less satisfaction with profession and job McKinsey & Co, Women in the economy: Selected exhibits, April, 2011 Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

25. Develop Your Personal Plan of Action Identify your strengths; Continue to build on your strengths Identify personal and professional gaps Develop a plan to address any significant shortcomings Identified and consider Board Leadership Development programs Secure a Board knowledgeable coach to assist you in your preparation Make your interest known to individuals who currently serve on Boards, as they are likely to be asked to recommend future Board candidates Refine your resume and biographical statement Take care of yourselfphysically, mentally and spiritually! Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

26. Questions Q A Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

27. Action Planning Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

28. Closing Recap Key take aways Closing remarks Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

29. Lisa Wicker, Ph.D. Wicker was appointed Vice President International HR and Allied Businesses in April 2014. In this position, Wicker is responsible for Lowes Home Improvement Companys successful entry and growth in India and the HR due diligence for all international and domestic mergers and acquisitions. She is also responsible for developing short and long term HR strategies for all aspects of how the company engages talent for a competitive advantage throughout its Allied Businesses Orchard, Alacrity, Iris and Porch.com as well as Mexico, Australia and Canada. In addition, Wicker provides HR Business Partnership to Strategy, Business Development and International Groups in China, Hong Kong, Vietnam. In 2011, Wicker was named Vice President Employee Relations for Lowes Companies, Inc. In this role Wicker was responsible for providing strategic leadership, direction and guidance in the areas of employee relations/labor relations and HR compliance across 1,700 plus stores and distribution centers for more than 225,000 employees. Previously, Wicker held leadership roles which included Lead Diversity Executive, Head of Talent Acquisition. Leadership Development and Human Resources and Employee Relations Group Executive for Manufacturing, Advance Manufacturing Engineering, Supply, and Stamping Operations in Automotive. She was responsible for maintaining a supervisory relationship for Human Resources matters within the Manufacturing organization. Prior to joining DaimlerChrysler in 2001, Wicker was Vice President of Human Resources, MGM Grand Detroit. She was the first African American female to be named to that position in the companys international operations. She is internationally recognized as a strategists and leader in human resources. She has presented to global audiences representing more than eighty countries on the subject of workplace morale, balance and work life, inclusion and diversity in such countries as Spain, Korea, and Germany. Wicker has been appointed to and served on numerous boards, including Vice Chair, Alternatives for Girls, member of the White House Steering Committee on Historically Black Colleges & Universities (HBCUs), Board of Trustees and Chair of the Audit Committee for Stillman College in Tuscaloosa, Alabama. Presently is a member of the Board of Trustee for the Lowes Charitable Foundation Board, Board of Directors Alacrity Restoration Services Company, member of HR Policy Association's Labor Advisory Committee and a member of RILA's Employment and Labor Committee. She is the founder of the 101 Best Companies to Work for in Metropolitan Detroit and is an honorary member of the Board. Wicker earned a Bachelors Degree in Labor Industrial Relations from Michigan State University, Masters Degree in Business Management from Central Michigan and received her doctoral degree in Management with a concentration in Human Resources from California Coast University. She has attended the University of Michigan Executive Business School in Ann Arbor and the International Institute Advanced Executive Program for Management Development (IMD) in Lausanne, Switzerland. Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

30. Monica Emerson Monica E. Emerson is the founder and Principal of Inclusive Performance Solutions, a strategic diversity and inclusion management consultancy firm that focuses on providing clients with exceptional services designed to increase employee engagement and organizational performance. The services include, but are not limited to, diversity and inclusion strategy development, business case development, diversity council management, implementation planning, executive coaching, empowerment workshops, senior leadership roundtables, multi-generational employee management, employee resource group training and keynote speaker. Additional information is available on the website at www.inclusiveps.com. Ms. Emerson is a respected strategist and consultant on diversity and inclusion. She brings extensive and practical experience from both the private and government sectors on initiatives to optimize individual and organizational performance. She has presented on diversity, inclusion and work/life balance in various global venues, including Sweden, Italy, Germany, Mexico, Republic of South Africa, Spain and Korea. Previously, Ms. Emerson served as the first Navy Diversity Officer for the U.S. Department of the Navy. The Secretary of the Navy appointed her as a Highly Qualified Expert (HQE) in August 2009. In this role, she was the principal advisor to the Office of the Assistant Secretary of the Navy (Manpower and Reserve Affairs) on all matters pertaining to diversity and inclusion. She provided guidance and executive oversight for Department of the Navy diversity programs and initiatives across the enterprise for the military and civilian workforce. Prior to this appointment, Ms. Emerson was the Executive Director of the Global Diversity Office at DaimlerChrysler where she held the most senior level position for diversity and inclusion. Ms. Emerson has received numerous awards for her accomplishments including the Lifetime Achievement Award - Women of Color in Technology and Business, Top 100 Most Influential Blacks in Corporate America, The Spirit of Leadership Award by the Womens Automotive Association International, and the Women in Defense, Michigan Chapter, Excellence in Leadership Award. She has served as a member of governance boards at the local and national level, including National Coalition of 100 Black Women, Focus: HOPE and Oakland University Board of Trustees. She currently serves as a member of the Board of Directors for HAVEN. She holds a Bachelor of Arts degree from Oakland University, a Master of Arts degree from Wayne State University and a Professional Development in Management Degree from the University of Michigan. Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

31. Jennifer Kluge Jennifer Kluge is the President and Chief Executive Officer of the Michigan Business & Professional Association (MBPA) and its sister organization the Michigan Food & Beverage Association (MFBA). Since being hired in 1999, Jennifer has implemented numerous membership programs to assist small business, helping MBPA grow a third in size to become one of the largest trade associations in the Midwest. During her tenure, Kluge launched 30 new programs at the Associations and large scale events such as the 101 Best and Brightest Companies to Work For, which runs in Detroit, Grand Rapids, Chicago, Houston, Atlanta, and nationally. A registered lobbyist, she has worked tirelessly on behalf of businesses, advocating for legislative changes such as the repeal of the Michigan Business Tax. The Michigan Business and Professional Association boasts a statewide sphere of influence that no other organization of its kind can claim, leveraging a depth of programs and community initiatives that positively impact more than 150,000 businesses. MBPAs impact is felt by approximately one out of every three businesses in the state. The employees of these businesses represent an untold number of additional lives positively affected by the organizations mission and history of successful business partnership. She has received much recognition throughout her career. In 1998, Jennifer received the Creating a World of Difference Award from the President at BBDO and also received the Achieving Creative Excellence Award for her creative strategic thinking at the agency. In 2002, the Michigan Society of Association Executives honored Ms. Kluge with the Emerging Leader Award. In 2003, she received the Small Business Achievement Athena Award for her dedication to the community, womens issues, and growing small business and in 2007 she received the Innovator Award from the National Association of Women Business Owners, Greater Detroit Chapter. She is also a two-time finalist for the Entrepreneur of the Year award for the Great Lakes Central Region, sponsored by Ernst & Young, and was named to Crains Detroit Business 40 under 40 list in 2003. Jennifer is very involved in Metro Detroit Youth Day, where she sits on the planning committee. She was appointed to the Michigan State Board of Accountancy by Governor Snyder and she is also a member of the Michigan State University Alumni Association, Inforum, the Association of Women in Communications, and the National Association of Women Business Owners. She also serves on the Michigan Wellness Council, New Detroit, MiSBDC (Michigan Small Business Development Center) Board of Advisors, St. John Health Foundation Fund Development Committee, and Asian Pacific American Chamber of Commerce Dinner Planning Committee. Ms. Kluge received her Bachelor of Business Administration from Michigan State University in Human Resources and her Masters in Business Administration from Loyola University in Strategic Management and Marketing. In her spare time Jennifer produced her own cooking video and book, A Taste of The Mediterranean and successfully marketed it online. She is married and has two children. Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards

32. Terry Barclay Terry A. Barclay was appointed President and CEO of Inforum in 2001. In this position, Barclay oversees the only professional organization in Michigan and one of a few in the country that combines strategic connections, proven professional development programs, a respected forum for new ideas, and original research to accelerate careers for women and boost talent initiatives for companies. In 2002, Barclay led the creation of Inforum Center for Leadership, the 501(c)(3) nonprofit education and research arm of Inforum. The Centers programs serve a broad range of professional women in different stages and types of careers from emerging leaders, to high-potential executives, tech entrepreneurs, Veterans and for-profit corporate board leaders. ICL also conducts and publishes research on women's leadership influence in Michigan. In 2011, Inforum Center for Leadership launched inGAGE, its strategy to position Michigan as the Midwest hub for high-growth tech women entrepreneurs. inGAGE supports new and emerging second-stage entrepreneurs to scale their businesses and raise capital. Barclay is a trusted ally and sought-after resource in helping companies advance gender diversity to build inclusive work environments. She is an innovative thought leader on the topics of womens leadership and talent engagement in companies and the entrepreneurial ecosystem. Barclay is the author of several articles and co-author of original research including the biennial Michigan Womens Leadership Index, now in its tenth year. Barclay currently serves on the boards of The Nature Conservancy of Michigan; Cranbrook Institute of Science Board of Trustees; Birmingham Bloomfield Art Center Board of Directors; the Chamber Music Society of Detroit; MIT Enterprise Forum; and ION. She is also an active angel investor in Michigan-based start-ups as a member of the Michigan Angel Fund. Prior to Inforum, Barclay was the founder and president of Operation ABLE of Michigan; served as senior vice president and chief external affairs officer for Hospice of Michigan; and was vice president of university relations for Oakland University. Barclay earned a B.A. degree from the College of Wooster in Ohio and a Masters degree from the University of Michigan in Ann Arbor. Chair Women of the Board, Please Rise! Recognize, Connect, and Increase Woman Leadership on Boards