October 29 – 30, 2014 | Metropolitan Club, New York City

Now in its tenth year, the FT Outstanding Directors Exchange has become established as the premium directors-only meeting exclusive to sitting board directors of publicly traded companies. Offering an audience of smaller, more intimate groups makes for candid, meaningful discussion that is always off-the-record. No one sells, no one lectures, and a small group size fosters interaction. This unique format creates the power of FT-ODX.

wednesday, october 29, 2014 11:30 am registration & Lunch buffet 12:15 pm welcoming remarks 12:30 pm Joining a board: what to Look For and run From Most directors agree that, in addition to the right mix of skills and experience, board culture can make or break board performance. Hear what you should carefully consider before taking on another directorship. 1:30 pm the newest challenges of cyber risk oversight It is clear that no company or system is impenetrable. As boardroom conversations move from if to when we have a significant breach, make sure you are equipped with critical questions, plans and resources - including those being developed by the government - to fend off disaster. 2:30 pm networking break 2:50 pm In the crosshairs of an activist Even large companies and those that are performing well must take a hard look at shareholder relations in the face of rising activism. Learn how those in the crosshairs are coping and what they’ll do differently going forward. 3:50 pm champagne roundtables ~ Presented by odX Partners 5:15 pm cocktail reception 6:00 pm dinner and awards Presentations 8:30 pm conference concludes for the evening

conFIrMed sPeaKers IncLUde

Fritz Hobbschairman: Ally Financialdirector: Lord Abbett, Molson Coors

H. brian thompsonexecutive chairman, GTT Communicationsdirector: Axcelis, Pendrell, Penske Automotive Group, Sonus Networks

Phil Laskawyretired chairman and ceo, Ernst & Youngretired chairman, Fannie Maedirector: Cap Gemini, Henry Schein, Larzard, Loew’s Corp.

anne szostakPresident and ceo, Szostak Partnersdirector: IDEXX Laboratories, Dr. Pepper Snapple Group, Tupperware Brands

Michael PiwowarSEC Commissioner

outstanding director 2014

Joyce rochéretired ceo, Girls, Inc.director: AT&T, Dr. Pepper Snapple Group, Macy’s, Tupperware Brands

outstanding director 2014

tHUrsday, october 30, 2014 7:30 am breakfast buffet 8:00 am the new wave of compensation requirements In addition to wrangling with shareholders and proxy advisors over say-on-pay votes, hear how directors are dealing with new SEC rules including CEO pay ratios, pay for performance and clawbacks. 9:00 am networking break 9:15 am ceo succession: Key differences between success and Failure Making sure the board is fully aware of the strengths and weaknesses of the company’s internal candidate pool seems obvious but has long proven difficult. Learn a better process for executive talent oversight. 10:15 am director Pay: what’s your reward strategy? From basic fees, committee fees, attendance fees, deferred compensation and performance-based remuneration, the tools and metrics of independent director pay are evolving. Understand the trends, their pros and their cons. 11:30 am Lunch 12:15 pm concurrent breakouts (select one) 1. check Up on Healthcare Hear how companies are dealing with Affordable Care Act provisions that went into effect this year, and planning for the 2015 “employer mandate.” 2. How to dramatically Increase the Value of board evaluations After a board’s annual self-examination, there should be no question about which directors stand for re-election and which do not. This panel will help you get more actionable value out of director evaluations. 3. Fraud, bribery, scandal and the Value of Internal Investigations At even the first whiff of potential wrongdoing, it’s in the audit committee’s best interests to order an independent internal investigation. Find out when and how to make it count. 1:15 pm networking break 1:35 pm conversation with sec commissioner Michael Piwowar: the war on disclosure overload In the name of transparency, companies are increasingly asked to provide materials that are repetitive, confusing, or not useful to investors. Hear how the SEC is working to make disclosure more informative and understandable for key stakeholders.

2:35 pm why your next board Member should be a woman Female representation in the U.S. boardroom has barely budged over the decade. Panelists make the argument for the value of women on boards and the abundance of qualified female candidates not being tapped.

3:35 pm closing remarks

3:45 pm conference end

RegistRation FoRm

Ft-oDX will be held at:Metropolitan Club1 east 60th street, new York, nY 10022

Discounted Rooms are available at: Loews Regency 540 Park ave, new York, nY 10022 telephone +1 212-759-4100

Please identify yourself as an Ft-oDX Participant to receive a discounted room rate.

Registration

Registration Information

Cancellation Policy

Payment

After Registration

Location and Hotel

to receive a refund, minus $750 registration fee, we must receive written notification of any cancelation no later than september 14. Participants who cancel after this date forfeit the entire program fee. You may designate a substitute participant with the approval of the program director.

once you have registered, we will contact you to obtain some additional information to include in our conference materials.

We will also ask you which roundtable you would like to attend. Participants are subject to the approval of the program director.

Online: www.ft-live.com/odx2014 Phone: +1 917-551-5106Fax: +1 917-551-5178Email: melissa.papasidero@ft.comMail: Financial times Live330 Hudson streetnew York, nY 10013

Registration includes all sessions, meals and reading materials.Travel and lodging are the responsibility of each participant.

$5,995 Special Rate (Ends August 30)

$6,500 Standard Rate (After August 31)

First middle Last suffix

name on Card

account number

expiration Date

Company

Billing address

signature

mastercard □ Visa □ american express □ invoice □

City state Zip

City state ZipPhone Fax

email

address

Financial times Live330 Hudson streetnew york, ny 10013

t: +1 917-551-5106melissa.papasidero@ft.com

www.ft-live.com/odx2014

PaRtneRs

the center for audit Quality (caQ) is an autonomous, nonpartisan public policy organization dedicated to enhancing investor confidence and public trust in the global capital markets. The CAQ fosters high quality performance by public company auditors, 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. Based in Washington, DC, the CAQ is affiliated with the American Institute of Certified Public Accountants.

www.thecaq.org

Paul weiss is a world-class law firm whose influence spans the globe and whose lawyers have left their imprint on the landscape of modern jurisprudence. Few firms can match the breadth and depth of skill provided by our leading corporate and litigation practices. The firm is equally recognized for its capabilities in the areas of bankruptcy and corporate reorganization, employee benefits and executive compensation, finance, intellectual property, personal representation, real estate and tax law.

Our lawyers serve as counsel to many of the largest publicly and privately held corporations and financial institutions, in the U.S. and throughout the world. We also serve numerous entrepreneurs and start-up companies, and over the years have nurtured many through their growth into industry players.

Paul, Weiss has long maintained a strong commitment to diversity and public service. Our lawyers’ pro bono work has contributed to significant outcomes in cases vital both to individuals and to our society as a whole.

www.paulweiss.com

ey is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities.

EY refers to the global organization and may refer to one or more of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients.

www.ey.com

Hay Group is a global management consulting firm that works with leaders to transform strategy into reality. We develop talent, organize people to be more effective and motivate them to perform at their best. our focus is on making change happen and helping people and organizations realize their potential. www.haygroup.com/us