USA – New York Stock Exchange (NYSE)

Corporate Governance Guide – December 2014.

Covering:

Part I: Stakeholder Perspectives on Corporate Governance

Chapter 1: The evolution of Corporate Governance: Key Trends and Issues facing Directors today

Chapter 2: Real look at Corporate Governance

Chapter 3: Perspectives from Rating Agency, Institutional Investors and Shareholder Services

3.A. An Institutional Investor’s Viewpoint on Corporate Governance

3.B. The Evolution of Active Governance

3.C. Corporate Governance: Perspectives from a Credit Rating Agency

Chapter 4: Engaging with Investors on Corporate Governance

Chapter 5: The Board’s Role as a Strategic Advisor

Chapter 6: Fostering a Long-term Perspective: Using Strategic Simulations to Prepare for Uncertain Futures

Chapter 7: Selections from Board Corporate Members

7.A. What Directors Think: A Corporate Board Member

7.B. Growing Goodness: Annie’s Way

7.C. How Sweet it is: One on One with Jim Nevels

7.D. A New Frontier: One on One with Maggie Wildrotter

Part II: The composition and Structure of the Board

Chapter 8: Building a Balanced Board

Chapter 9: Corporate Governance Update: Renewed Focus on Corporate Director Tenure

Chapter 10: Conducting Effective Board and Director Evaluations

Chapter 11: Effectively Structuring Board Committees

Chapter 12: Managing Information Flows among Board and Management

Chapter 13: Recruiting and Onboarding Directors

Chapter 14: Should I serve as a Member of the Board of Directors of a new Public Company

Part III: Key challenges for Boards and Management

Chapter 15: Succession Planning: Strategies for Building the Pipeline

Chapter 16: Communications Strategies

Chapter 17: Reputation, Analytics, and Corporate Strategy

Chapter 18: Managing Technological Change

Chapter 19: Capital Structure, Leverage and Capital Allocation

Chapter 20: How to Win the Say on Pay Vote

Chapter 21: Board of Director Compensation: Evolution and Aligning Design with Shareholders

Chapter 22: Principles for Effective Enterprise Risk Management

Chapter 23: Audit Committee Priorities

Chapter 24: Best Practices in Code of Conduct Development

Chapter 25: How to Survive and Thrive in a Crisis

Chapter 26: Crisis Communications in the Age of Permanent Engagement

Chapter 27: The Importance of Effective Board Oversight

Chapter 28: FCPA and Compliance: A Board and Senior Management Perspective

Chapter 29: Handling Regulatory Inquiries, Investigations and Settlements

Chapter 30: Sarbanes-Oxley/Internal Control

Chapter 31: Cybersecurity Oversight

Chapter 32: Cybersecurity Law

Chapter 33: Navigating the Opportunities and Pitfalls of Social Media Channels

Part IV: Shareholder Activism

Chapter 34: Key Strategies of Activist Investors

Chapter 35: Advance Preparedness – Dealing with Activist Hedge Funds

Chapter 36: Shareholder Proposals: Recent Trends and Developments

Chapter 37: Engaging with Proxy Advisory Services

Chapter 38: Tools for Knowing your Stockholder Base

Chapter 39: Understanding/Messaging with Institutional Investors

Part V: International Perspectives/”Hot Button” Issues and Developments

North America

Canada

Mexico

Latin America

Brazil

European Union

France

Germany

Italy

Spain

United Kingdom

Asia Pacific

Australia

Hong Kong

Japan