1. Breaking Into The Boardroom: It’s Time Panelists: Bobbi Liebenberg, Chair, DirectWomen Partner, Fine Kaplan and Black Pat Gillette, Development Director, DirectWomen Partner, Orrick, Herrington & Sutcliffe LLP Marnie Seif, 2014 Board Institute Alumna Senior Vice President & General Counsel, Analog Devices, Inc. Linda Willett, 2011 Board Institute Alumna Senior Vice President & General Counsel, Horizon Blue Cross Blue Shield of New Jersey

2. Where are we? Women comprise 19% of the board seats on S&P 500 companies Less than 10% of Lead Directors are women; only 3% of Board Chairs are women Only 3% of Directors are women of color Only 6% of Director seats become vacant each year; many companies have raised the mandatory retirement age for directors It has been estimated that women will not achieve parity with men on corporate boards until the year 2042

3. Signs of Progress Women comprise nearly 22% of the Chairs of nominating and governance committees 30% of newly appointed independent directors in the S&P 500 were women Companies are increasingly looking to add board members who do not have CEO experience - - looking at GC’s Investors and shareholders are asking for more diversity on boards

4. The Business Case for Diversity Increased gender diversity on boards leads to better financial performance, innovation and problem solving Has a domino effect in the C-Suite Women now have greater participation and importance in the workforce than ever before – Women control more than 60% of all personal wealth – Women make 86% of all consumer and healthcare decisions – Women account for over 50% of all stock ownership – Women earn 60% of all undergraduate and masters degrees and 50% of all Ph.D. and Law degrees

5. Lawyers as Directors Add Value Study published in Georgetown Law Journal has found that lawyers on corporate boards contribute to enhanced firm value and a reduction of litigation exposure 2014 BarkerGilmore study found GC’s are particularly well-qualified for the role of a public Director

6. Gender Diversity in Corporate Boardrooms in Other Countries BelgiumBelgium set a quota that at least 33% of the board of directors of state-owned and publicly traded companies should include women. If a company failed to comply, each director’s appointment made in violation of the quota would be nullified. IcelandIn September 2013, Iceland required companies with over 50 employees to meet a quota of 40% women. ItalyIn 2011, Italy passed legislation requiring public companies and state-owned companies to have at least 33% women on their boards by 2015. If a company failed to comply, the board would eventually be dissolved. FrancePublicly-listed companies in France with more than 500 employees, or more than 50 million euros in revenues, must reserve at least 40% of their director positions for women within six years of 2011.

7. Gender Diversity in Corporate Boardrooms in Other Countries SpainIn 2007, Spain passed a non-binding quota of 40% female directors by 2015 on boards of public companies, and firms with more than 250 employees. There are no penalties for companies that do not comply. However, those companies must provide an explanation of why they failed to reach the quota in their annual report. MalaysiaMalaysia enacted a quota of 30% for new appointments to boards. BrazilBrazil’s quota of 40% applies to only state controlled firms. Australia, England and Sweden Australia, Britain and Sweden have threatened to impose quotas, if firms do not appoint more female directors voluntarily. GermanyIn 2014, Germany passed legislation that all boards must be comprised of at least 30% women by 2016, or the seat for a departing director would be left vacant. European Commission The European Commission mandated that by 2020 the number of seats on non- executive boards of publicly traded companies should be held by 40% women.

8. Why DirectWomen? The only national organization whose mission is to identify leading women lawyers from around the country to serve as Directors on corporate boards 23% of DirectWomen Board Institute Alumnae sit on the boards of at least one large company – Occidental Petroleum – Visa – AK Steel – Valero Energy For more information about DirectWomen go to www.directwomen.org