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Corporate Governance Evening Seminar Series

THE CORPORATE GOVERNANCE EVENING SEMINAR SERIES
Improving Governance and Long-term Corporate Performance in an Age of Transparency
Sponsored by:
Baruch College, City University of New York and
The Robert Zicklin Center for Corporate Integrity
Corporate Governance in the new age of transparency must not only protect the
immediate interests of shareholders but also protect the long run sustainability of the
corporation. How are well-run boards dealing with the challenges of activist hedge
funds, increased shareholder scrutiny of management actions, and the current outcry
over apparently excessive compensation for executives? How can boards add
shareholder value through improved corporate strategies and reputation? Our expert
panelists will cover best practices for corporate managers, boards of directors, and
shareholders in the evolving marketplace.

ZCCI Corporate Governance Series presents a unique look at:

a.. Corporate Governance in 2007
b.. Immediately Applicable Ways for Board Members, Corporate Leaders and Investors to Increase Their Impact
c.. The Increasing Influence of Shareholder Concerns

The Corporate Governance Evening Seminar Series comprises four
independent sessions in midtown Manhattan. Each seminar will run from
5:30 to 7:30 pm, followed by a reception.
**Registrants may attend any individual seminar or the entire series.**
Attendees must attend all four seminars to receive ISS credit.

Seminar I
SHAREHOLDER ACTIVISM: GOVERNANCE ISSUES AND RESPONSES
Wednesday, March 28, 2007 (2 CPE Credits, 2 CLE Credits*)

This session addresses the current call for increased shareholder power.
The panel will discuss shareholder activism from the perspective of directors,
managers, and shareholders themselves. We will also consider proposed changes in
the law of corporate governance that would give shareholders greater influence in
corporate decision-making.

Panel moderated by David Rosenberg, Professor, Law Department, Baruch College

Panelists include:

a.. Michael Barry, Esq., Partner, Grant and Eisenhofer
b.. David Brail, Chief Operating Officer, Para Advisors, Inc.
c.. Jill Fisch, T.J. Maloney Professor of Business Law, Fordham Law School
d.. April Klein, Ph.D., Professor, Stern School of Business, New York University
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Seminar II
STRATEGIC ROLE OF THE BOARD
Wednesday, April 25, 2007

This session focuses on how boards can impact the strategy of the organization, and
how an organization can choose the most appropriate directors for its size and style.
The session will also cover how boards can advocate for long-term sustainability and
other innovations.

Panel moderated by Robert Laud, Ph.D., Professor, Department of Management, Baruch College

Panelists include:

a.. Al Bernikow, Director, Revlon
b.. Burtt Ehrlich, Director, Armor Holdings
c.. Dale Winston, CEO and Chairwoman, Battalia Winston International
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Seminar III
THE EFFECT OF REPUTATION ON CORPORATE PERFORMANCE
Wednesday, May 16, 2007

Corporate reputation can have a tremendous impact on the price of a company's
stock, analysts' reports, customer loyalty, and profitability. This panel will focus on
how reputations are built, improved, and measured.

Panel moderated by Naomi Gardberg, Ph.D. Professor, Department of Management, Baruch College .

Panelists include:

a.. Arthur Ainsberg, Director, National Financial Partners
b.. Kasper Nielsen, Managing Director, Reputation Institute
c.. Prakash Sethi, Ph.D., Professor, Department of Management, Baruch College
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Seminar IV
EXECUTIVE COMPENSATION: STRIKING THE RIGHT BALANCE
Wednesday, June 13, 2007 (2 CPE Credits, 2 CLE Credits*)

Executive compensation is one of the most hotly debated topics in corporate
America. This session will discuss innovative designs for fair compensation
contracts that balance compensation and corporate performance, new SEC
compensation disclosure requirements, and the changing roles of the compensation
committee and compensation consultants. It will also ask whether stock options
can and should continue to be part of the compensation package.

Panel moderated by Linda Scott, Senior Consultant, Governance for Owners USA

Panelists include:

a.. Jeffrey Gordon, Esq. Professor of Law, Columbia Law School
b.. Ira Kay, Ph.D., Director, Compensation Practice, Watson Wyatt
c.. Dan Konigsburg, Director of Corporate Governance, Standard and Poor's

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LOCATIONS:

Seminars I & II
Baruch College, Newman Vertical Campus, Room 14-220
55 Lexington Avenue at 24th Street

Seminars III & IV
Baruch College, Newman Conference Center, Room 7-50
151 East 25th Street between Lexington & 3rd Avenues

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COST: $250 for all four sessions or $75 for each individual session

REGISTRATION: E-mail us at [log in to unmask] or call 646-312-3231.

CONTINUING EDUCATION: Attendees must attend all four seminars to receive ISS credit.
8 ISS Credits (For those attending all four sessions)
4 CLE Credits (2 credits each for Seminars I and IV*)
4 CLE Credits (2 credits each for Seminars I and IV*)

Please contact us at 646-312-3231 for special arrangements, group pricing,
and other considerations.

For more information or directions, please contact Matthew LePere at 646-312-3231
or [log in to unmask]

* CLE application pending