Speaker Biographies

Alan Beller
DIRECTOR OF THE SEC'S DIVISION OF CORPORATION FINANCE
SECURITIES AND EXCHANGE COMMISSION

Alan Beller is Director of the SEC's Division of Corporation Finance and Senior Advisor to the SEC Chairman, and is a distinguished and well-recognized expert on corporate and securities laws.

Formerly, he was at the international law firm of Cleary, Gottlieb, Steen & Hamilton, where he became a partner in 1984. Mr. Beller has worked in three of Cleary Gottlieb's worldwide offices - New York, Paris and Tokyo - and his practice has focused on the entire spectrum of corporate, securities and derivatives issues, both domestic and international. Mr. Beller was co-chair of the International Subcommittee of the American Bar Association's Committee on Federal Regulation of Securities and has published extensively, including co-authoring a treatise entitled U.S. Regulation of the International Securities and Derivatives Markets (Sixth Edition, 2001).

Mr. Beller has a J.D. degree, magna cum laude, from the University of Pennsylvania Law School and graduated from Yale College in 1971.

Mark A. Borges
PRINCIPAL
MERCER HUMAN RESOURCE CONSULTING

Mark A. Borges is a principal for Mercer Human Resource Consulting in the firm’s Washington Resource Group in Washington, DC. This group provides assistance and advice to Mercer consultants and clients regarding legislative, regulatory, and judicial developments that affect corporate benefits, compensation and other human resource consulting programs.

Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission. Before that, he was General Counsel for ShareData, Inc., the leading provider of software for employee stock plan administration, prior to its acquisition by E*TRADE Group, Inc. in 1998. Mr. Borges practiced law with the firms of Ware & Friedenrich (now Gray Cary Ware & Freidenrich) from 1987 to 1992 and Pillsbury, Madison & Sutro from 1982 to 1987, specializing in equity compensation and insider trading matters as well as venture capital finance.

From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, D.C.A California native, Mr. Borges graduated from Humboldt State University in 1976. He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981. He is a member of the American Bar Association.

Jesse M. Brill
CHAIRPERSON
PUBLISHER, EXECUTIVE PRESS
SECURITIES COUNSEL, MORGAN STANLEY

Jesse M. Brill is recognized as one of the country’s leading authorities on insiders’ transactions and compensation planning for executives. Mr. Brill is the Publisher-Editor of the nationally acclaimed newsletters The Corporate Counsel and The Corporate Executive, which he has been publishing for over 30 years. His publishing company, Executive Press, also publishes Peter Romeo and Alan Dye’s Section 16 Treatise and Reporting Guide, The Section 16 Forms and Filings Handbook, Comprehensive Section 16 Outline and Section 16 Updates—and the highly acclaimed websites, Section16.net, TheCorporateCounsel.net. and CompensationStandards.com.

Mr. Brill is also Securities Counsel for Morgan Stanley and Chair of the National Association of Stock Plan Professionals. He received his law degree from Yale Law School.

Frederic W. Cook
CHAIRMAN
FREDERIC W. COOK & CO., INC.

Fred is the founder and currently Chairman of Frederic W. Cook & Co., Inc. an independent consulting firm specializing in executive compensation issues. Prior to forming the firm in 1973, Fred was a Principal in Towers, Perrin, Forster & Crosby, a firm which he joined in 1966 following four years of service as an infantry officer in the U.S. Marine Corps. Frederic W. Cook & Co., Inc. has about 37 employees providing services from offices in New York, Chicago and Los Angeles.

The firm has served about 1,500 clients in 31 years of existence, has earned a reputation for independence and resoluteness, and is held in high regard by boards of directors, CEOs, top HR and compensation professionals, and critics of executive compensation. Fred is a 1962 graduate of Dartmouth College, an honorary lifetime member of the American Compensation Association and a recipient of its keystone award and a Fellow in the National Academy of Human Resources.

Donald P. Delves
PRESIDENT
THE DELVES GROUP

Mr. Delves, as President and Founder of The Delves Group, provides expertise in measuring performance, designing innovative pay and incentive systems, and helping companies get what they pay for with their compensation dollars. He works with boards, compensation committees, senior executives, and sales forces to improve their effectiveness and reassess the way they are organized, directed, and rewarded.

In his book, Stock Options & the New Rules of Corporate Accountability (McGraw Hill, August 2003), he pinpoints the problems of the current system and outlines steps that will dramatically improve the weak link between executive pay and performance. Prior to founding The Delves Group, he started and managed the Chicago office of iQuantic, was a Senior Consultant at Sibson and Co., an executive compensation consultant with Towers Perrin, served as a manager in personal financial planning and taxation with Arthur Anderson & Co., and served as a financial consultant to middle market companies for Harris Bank.

Mr. Delves is a CPA, holds an MBA in finance from the University of Chicago, and earned a BA, summa cum laude, in economics from DePauw University. He serves on the Chicago Compensation Association board, and is involved in a variety of civic and community organizations.

Diane L. Doubleday, JD
PRINCIPAL
MERCER HUMAN RESOURCE CONSULTING

Diane is a principal in Mercer’s Performance, Measurement and Rewards Practice. Prior to joining Mercer in1989, she practiced tax law with Morrison & Foerster. She specializes in reward strategy, executive compensation and corporate governance. She advises boards of directors and senior management on executive and director compensation strategy, competitive market assessment, incentive plan design, executive benefits and perquisites, severance and change in control programs and program implementation. She has extensive experience working with organizations on structuring equity programs and has also worked on corporate governance issues with colleagues at Mercer Delta, a sibling company specializing in organizational change.

Her responsibilities at Mercer include a national role coordinating the Practice’s response to emerging issues and developments. Diane is a frequent speaker on executive compensation and corporate governance, including WorldatWork, NASPP, and the Vail Leadership Institute. Diane earned her Bachelor of Arts and Juris Doctor degrees from the University of California, Berkeley and is an inactive member of the State Bar of California. She is a member of the National Association of Corporate Directors 2003 Blue Ribbon Commission on Executive Compensation and Compensation Committees. She is a member of the National Association of Stock Plan Professionals and WorldatWork.

Alan L. Dye
PARTNER
HOGAN & HARTSON

Alan is Editor of Section16.net and a Partner with Hogan & Hartson L.L.P., a Washington, D.C. law firm, where he specializes in securities matters. Before joining Hogan & Hartson, Alan spent two years at the SEC’s Division of Corporation Finance and served for two years as Special Counsel to the SEC Chairman. Prior to that, Alan served as a law clerk for the Honorable Ellsworth A. Van Graafeiland of the US Court of Appeals for the Second Circuit. Alan is an active member of the American Bar Association, serving as Chairman of the Securities, Commodities and Exchanges Committee of its Administrative Law Section and as a member of the Committee on Federal Regulation of Securities of its Business Law Section.

He has written extensively on various issues under the federal securities laws, including his co-authorship of the Section 16 Treatise and Reporting Guide (Executive Press 1994), the Section 16 Forms and Filings Handbook (Executive Press 2000), and the Comprehensive Section 16 Outline (Executive Press 2000). Alan, together with Peter Romeo, also manages the content of Section16.net, a website for Section 16 practitioners and compliance officers. He is a frequent lecturer at professional seminars and was an adjunct professor at the Georgetown University Law Center from 1991-1996.

Charles M. Elson
DIRECTOR
JOHN L. WEINBERG CENTER FOR CORPORATE GOVERNANCE AT THE UNIVERSITY OF DELAWARE

Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. He is also "Of Counsel" to the law firm of Holland & Knight. He formerly served as a Professor of Law at Stetson University College of Law in St. Petersburg, Florida from 1990 until 2001. His fields of expertise include corporations, securities regulation and corporate governance.

He is a graduate of Harvard College and the University of Virginia Law School, and has served as a law clerk to Judges J. Harvie Wilkinson III and Elbert P. Tuttle of the United States Court of Appeals for the Fourth and Eleventh Circuits. He has been a Visiting Professor at the University of Illinois College of Law, the Cornell Law School, and the University of Maryland School of Law, and is a Salvatori Fellow at the Heritage Foundation in Washington, D.C. and a member of the American Law Institute.

Professor Elson has written extensively on the subject of boards of directors. He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He served on the National Association of Corporate Directors' Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning and Director Evaluation, was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity, and presently serves on that organization’s Advisory Council. He is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance and a member of its Committee on Corporate Laws. Additionally, Professor Elson served as an adviser and consultant to Towers Perrin, the international human resource management consultants, a director of Circon Corporation, a medical products maker; Sunbeam Corporation, the consumer products manufacturer; Nuevo Energy Company, an independent oil and natural gas producer and is presently, a member of the Board of Directors of AutoZone, Inc., the national automobile parts retailer, Alderwoods Group, an international death care services provider, HealthSouth Corporation, a healthcare services provider, and the Investor Responsibility Research Center, a non-profit corporate governance research organization.

John England
MANAGING PRINCIPAL
TOWERS PERRIN

John England, a Towers Perrin Principal, is an internationally-recognized consultant in the areas of executive compensation and incentive design. One of the top consultants in the field, he has broad experience in assisting Boards of Directors and senior management in the design and development of impactful total executive reward programs. After a two-year expatriate assignment in Brussels, John returned to New York to manage the Towers Perrin global consulting unit. He now serves as the Global Practice Leader for Towers Perrin’s Executive Compensation practice, maintaining offices in both New York and Atlanta.

Some of the premier, global companies for which John has recently led board-level engagements include: Air Products and Chemicals, Alcan, Amerada Hess, Becton Dickinson, Colgate-Palmolive, Cox Enterprises, FedEx, GlaxoSmithKline, Merrill Lynch, Nestlé, Prudential, Schering-Plough, SunTrust, Time Warner, United Parcel Service, Viacom, Wachovia, and The Walt Disney Company. In addition, John leads the Towers Perrin team retained by the New York Stock Exchange’s (NYSE) new Compensation Committee to review and revise executive pay and benefit programs. John is a frequent speaker and author addressing executive compensation and incentive design topics based on his 23 years of consulting and client experience. As a speaker, he annually addresses the WorldatWork International Conference and the Conference Board’s various councils on compensation.

In addition to being a certified WorldatWork instructor, John has served on several taskforces, including the Futures Taskforce and the FASB Stock Compensation Project. A recent participation in a forum on corporate governance was featured in the January 2003 Harvard Business Review. John has authored 15 articles that have appeared in such journals as The Handbook of Modern Finance, Directors & Boards, the ACA Journal, Personnel, Family Business, The New York Times, and Compensation and Benefits Review. Before joining Towers Perrin, John was a compensation analyst with Texaco Inc. A graduate of Connecticut College, he received an MBA degree as an Edward Tuck Scholar from the Amos Tuck School at Dartmouth College.

Paul Hodgson
Senior Research Associate, Executive and Director Compensation
The Corporate Library

Paul Hodgson is Senior Research Associate, Executive and Director Compensation, The Corporate Library, Portland, Maine. He is the author of the forthcoming book, Perspectives: Building Value Through Executive Compensation (CCH Inc.)

John Huber
PARTNER
LATHAM & WATKINS

John Huber is a Partner of Latham & Watkins and the former Director of the SEC's Division of Corporation Finance which is responsible for administering the federal securities laws relating to public offerings, private placements, periodic reporting by public companies, tender offers and proxy contents. During his 11 years at the SEC, he was the primary draftsman of the first permanent tender offer rules and the going-private rule and was in charge of the Division's rulemaking program for, among other things, the integrated disclosure and shelf registration rules. He also participated in the drafting of the financial statement requirements of Regulation S-X. As Director and Deputy Director of the Division from 1981 through 1986, he was responsible for the SEC's review process for public offerings and disclosure documents by public companies with particular emphasis on financial statement and accounting issues.

Since joining Latham & Watkins in 1986, he has specialized in public offerings and private placements of debt and equity securities as well as tender offers and mergers. He has also represented clients in proceedings with the SEC's Division of Enforcement, including matters involving financial statement and accounting issues. He is the Chairman of the ABA’s Task Force on Regulation FD and the former Chairman of the ABA’s Subcommittee on Securities Registration. In addition, he is a member of the Advisory Board of the Bureau of National Affairs, Inc., and is a past member of the Legal Advisory Board of the National Association of Securities Dealers, Inc. He is a frequent speaker at securities law seminars

Michael Kesner
PRINCIPAL, HUMAN CAPITAL ADVISORY SERVICES
DELOITTE & TOUCHE

Mike Kesner is the principal in charge of firm's Executive Compensation practice. He has over 26 years' experience working with companies on a wide range of executive compensation issues, including assessment of competitive pay levels, incentive compensation plan design, executive employment agreements and severance benefits, and deferred compensation plans. Mike also has experience with recruitment and retention arrangements, supplemental executive retirement programs, benefit security techniques, board of directors compensation and change-in-control pay issues. He is the independent advisor to the compensation committee of the board of directors on executive compensation matters at several Fortune 500 companies.

Mike has authored articles published in the Harvard Business Review, CFO Magazine, Directors and Boards, National Association of Corporate Directors' newsletter, and served on the NACD's Blue Ribbon Commission on executive pay. He is also a co-author of a chapter in A Practical Guide to SEC Proxy and Compensation Rules. He has often been a guest speaker on compensation and benefit matters at conferences sponsored by the National Association of Stock Plan Professionals, Ray Garrett Jr. Corporate and Securities Law Institute, American Bar Association, PLI, Executive Enterprises, Garrett Law Institute (Northwestern University), Tulane Corporate Law Institute and Tennessee Law Institute. Mike is a member of the American Institute of Certified Public Accountants, the Illinois CPA Society, and the National Association of Stock Plan Professionals. He received a B.S. in Accounting from the University of Illinois.

John A. (Jack) Krol
Retired Chairman and Chief Executive Officer of DuPont

Mr. Krol joined DuPont in 1963 as a chemist in Wilmington, Delaware. Between 1965 and 1986, he held various marketing and manufacturing positions in DuPont Fibers until being named vice president in 1983. In 1986, he joined DuPont Agricultural Products and served as senior vice president until being named senior vice president of DuPont Fibers in 1990.

In 1992, Mr. Krol was elected vice chairman. He was named president and chief executive officer in 1995 and became chairman and chief executive officer in 1997. He retired as chairman at the end of 1998.

Mr. Krol was born in Ware, Massachusetts, on October 16, 1936. He received his bachelor’s and master’s degrees in chemistry from Tufts University.

In 1959, he was commissioned as an officer in the U.S. Navy. He attended the Bettis Nuclear Reactor Engineering School, and for the next four years he worked as a nuclear engineer, assigned to the Naval Reactors Branch of the Bureau of Ships in Washington, D.C. His work involved the development and design of nuclear reactor plants and systems for nuclear submarines and surface ships.

Mr. Krol is a member of the board of directors of ACE Limited, MeadWestvaco Corporation, Milliken & Company, and Tyco International Ltd.; the Advisory Boards of Teijin Limited and the Bechtel Corporation; also the board of trustees of the University of Delaware, and Trustee Emeritus of Tufts University. He was formerly the president of GEM: The National Consortium for Graduate Degrees for Minorities in Engineering and Science, Inc. He is a former member of the board of Armstrong World Industries, Inc., J.P. Morgan Chase, Hagley Museum, Business Roundtable, The Business Council, and Chairman of the United Way of Delaware.

He is married to the former Janet Valley. They have two daughters, Deborah and Cynthia, and reside in Bonita Springs, Florida.

Patrick S. McGurn
SENIOR VICE PRESIDENT & SPECIAL COUNSEL
INSTITUTIONAL SHAREHOLDER SVCS INC.

Patrick McGurn is Senior Vice President & Special Counsel at Institutional Shareholder Services. ISS is the world’s leading provider of proxy voting services and corporate governance research. Founded in 1985, ISS recommends votes on ballot issues for more than 20,000 shareholder meetings in 80 markets around the globe each year. Prior to joining ISS in 1996, Pat was director of the Corporate Governance Service at IRRC. He also served as a private attorney, a congressional staff member and a department head at the Republican National Committee.

He is a graduate of Duke University and the Georgetown University Law Center. He is a member of the bar in California, the District of Columbia, Maryland and the U.S. Virgin Islands. Pat serves on the Advisory Board of the National Association of Corporate Directors. Pat is frequently cited by business publications such as The Wall Street Journal and Business Week. He has appeared on ABC World News Tonight, Bloomberg TV, CBS Evening News, CNBC, CNN, NBC Nightly News, Nightly Business Report, National Public Radio and ABC’s This Week. He is a frequent presenter at conferences.

Michael Melbinger
PARTNER
WINSTON & STRAWN

Michael Melbinger is a Partner in the Chicago office of Winston & Strawn . Mr. Melbinger heads the Employee Benefits and Executive Compensation Department. He represents companies, fiduciaries, and executives in all aspects of executive compensation and employee benefit plan matters, and related tax and ERISA concerns; design, draft, and implement all types of executive compensation arrangements, including stock incentive plans, stock option plans, phantom stock plans, long-term incentive plans, and golden parachute arrangements; design and implement all types of qualified and non-qualified retirement plans; design and draft all types of health and welfare benefit programs to comply with the rapidly changing law in this area and protect the client from unwanted claims and expenses; counsel clients in mergers and acquisitions and initial public offerings involving executive compensation and ERISA-related matters; handle disputes and litigation that arise from employee benefit plan, fiduciary, or executive compensation matters and advise clients on the interplay between U.S. and non-U.S. benefits laws.

Mr. Melbinger obtained his B.A. from the University of Notre Dame in 1980 and his Juris Doctor from the University of Illinois College of Law in 1983.

Robert Misner
CHIEF, EXECUTIVE COMPENSATION
IRS, OFFICE OF CHIEF COUNSEL

Robert B. Misner is the Senior Technician Reviewer in the Executive Compensation Branch of the office of the Division Counsel/Associate Chief Counsel, Tax Exempt and Government Entities at the Internal Revenue Service. He specializes in tax issues typically involved in executive compensation including both stock based compensation and deferred compensation issues. He co-authored the section 162(m) regulations on the million-dollar cap, and served as a reviewer of the recently published re-proposed section 280G regulations. Mr. Misner is also responsible for both interpretative and litigation issues involving section 83, statutory stock options, golden parachutes and rabbi trusts. Mr. Misner is a graduate of the Kansas University School of Law and is a member of the Kansas State Bar.

Ronald O. Mueller
PARTNER
GIBSON DUNN & CRUTCHER LLP

Ronald O. Mueller is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher. Mr. Mueller works in the corporate/securities area with an emphasis on proxy and disclosure issues, corporate governance, executive compensation (including Section 16 and Rule 144) and corporate transactions.

From September 1989 to June 1991, Mr. Mueller separated from the firm to work as legal counsel to Commissioner Edward H. Fleischman at the United States Securities & Exchange Commission (SEC). While at the SEC, Mr. Mueller worked on many of the matters before the Commission, including enforcement matters and regulatory initiatives. Mr. Mueller has written articles and spoken at seminars about a variety of securities law issues, including the use of electronic communications under the federal securities laws, trends and developments in proxy disclosures and proxy contests, and the SEC’s Management Discussion and Analysis disclosure requirements, Section 16 rules and executive compensation disclosure rules. Mr. Mueller received his Juris Doctor from Columbia Law School in 1986, where he was both a Harlan Fisk Stone Scholar and a James Kent Scholar, and his Bachelor of Arts magna cum laude from Vanderbilt University in 1982.

John Olson
PARTNER
GIBSON DUNN & CRUTCHER LLP

John F. Olson, a 1964 honors graduate of the Harvard Law School, is a senior partner in Gibson, Dunn & Crutcher's Washington, D.C. office. Mr. Olson has extensive experience in general representation of business organizations as to corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has acted as special counsel for boards of directors and board committees on governance issues and in assessing shareholder litigation, responding to business combination proposals and conducting internal investigations. He also has represented corporations, broker-dealer firms and individuals in defense of Securities and Exchange Commission and other governmental investigations.

In the American Bar Association (ABA), Mr. Olson is Chairman of the Business Law Section's Committee on Corporate Governance, as well as a member of the Presidential Task Force on Corporate Responsibility appointed by the President of the ABA. Previously, he was Chairman of the ABA's Committee on Federal Regulation of Securities (1991-1995). He is a member of the Executive Council of the Securities Committee of the Federal Bar Association. For the ABA, Mr. Olson has also chaired the Task Force on Regulation of Insider Trading, which produced a comprehensive analysis of and report on U.S. insider trading law and he chairs the Task Force which has produced the third (2001) and fourth (2004) editions of The Corporate Director's Guidebook. He served for nine years on the Legal Advisory Committee of the New York Stock Exchange and was a member of the Legal Advisory Board of the National Association of Securities Dealers. He was a Founding Trustee of the American College of Investment Counsel.

In 1987, he served on a select committee of leading securities lawyers, appointed by the chairman of the Senate Banking Committee, which drafted definitive insider trading legislation introduced in the United States Congress. Mr. Olson recently was identified by Legal Times as one of the "10 Leading Securities Attorneys" in the Washington, D.C. area. A frequent lecturer at legal and business seminars, Mr. Olson co-chairs various seminars on an annual basis. He is on the executive committee for the San Diego Securities Regulation Institute and the advisory committee for the Practicing Law Institute's Annual Securities Regulation Institute. He is the author of more than 100 articles and a member of the editorial advisory boards for a variety of securities and corporate law publications. Mr. Olson is the co-author of Director and Officer Liability: Indemnification and Insurance, published by West Publishing (revised 2002) and has edited several other books on securities law issues. Mr. Olson was the Distinguished Visiting Practitioner in Residence at Cornell Law School in Spring 2003.

George Paulin
PRESIDENT
FREDERIC W COOK & CO INC

George Paulin is the President and Chief Executive Officer of the Frederic W. Cook & Company. He specializes in the areas of executive and employee compensation, and advises board compensation committees and management. During the past two years, the Cook firm has served more than 50 percent of the current Fortune 200 companies, and over 1,400 major U.S. companies since its founding in 1973.

Last year, Mr. Paulin personally attended over 120 board compensation committee meetings. He was a member of the WorldatWork faculty for more than 15 years until 2002, where he participated in developing and teaching the executive compensation courses. He served on the WorldatWork Executive Compensation Council from 1991 to 1997. His writing and research on topics related to executive compensation is well known. Recent published articles include “Ideas for Improving Equity Compensation,” “Use and Misuse of Restricted Stock,” and “Using Stock to Retain Key Employees.”

He has recently been a keynote speaker at sessions sponsored by the American Bar Association, Conference Board, National Association of Stock Plan Professionals, Stanford Law School, and Northwestern Law School. He also advised the CalPERS Investment Committee on its policy regarding equity compensation accounting. Mr. Paulin has a master’s degree from the Institute of Labor and Industrial Relations at the University of Illinois, where he has been active in alumni affairs and received their Distinguished Alumni Reward in 1990. His undergraduate degree is in economics.

Tim Sparks
PRESIDENT
COMPENSIA

Tim Sparks is a co-founder and President of Compensia, a consulting firm that provides counsel to Boards, Compensation Committees and senior mangement on issues concerning executive and Board pay, reward strategy and corporate governance as it relates to compensation plans. Prior to co-founding Compensia, Tim was a co-founder and Executive Vice President of Callisma, Inc., a leading network services consulting company, which was acquired by SBC in 2003. Tim joined Callisma after fourteen years at Wilson Sonsini Goodrich & Rosati, in Palo Alto, California, where he was the head of the firm’s Employee Benefits and Compensation Group. Tim received a B.S. in Business Administration from U.C. Berkeley and a J.D. from U.C. Hastings College of the Law. Tim serves on the Advisory Board of the National Association of Stock Plan Professionals.

Myron T. Steele
CHIEF JUSTICE OF THE DELAWARE SUPREME COURT

The Honorable Myron T. Steele is the Chief Justice of the Delaware Supreme Court and a member of the Corporate and Business Litigation Committee of the Business Section and a member of the Judicial Section of the American Bar Association.

He is a former Vice Chancellor of the Court of Chancery in Delaware, Resident Judge of Superior Court, Deputy Attorney General, Senate (Delaware) Attorney and Chairman of the Consumer Affairs Board. He has also served as former outside counsel, Board Member and Chairman of the Central Delaware Health Care Corporation. He has presided over major corporate litigation, LLC and limited partner governance disputes and writes frequently on issues of corporate document interpretation and corporate governance. He is a member of the American Board of Trial Attorneys (the first member of the Delaware Judiciary selected) and a former litigation partner in Prickett, Jones & Elliott of Wilmington and Dover, Delaware.

As Vice Chancellor and Superior Court Judge, representative trials over which he has presided include the Viacom/Universal Studio dispute over ownership of the USA Television Networks, Painewebber v. Centocor an internal governance dispute in a nationally traded limited partnership, CFLP v. Cantor, et al., a dispute seeking injunctive and contractual remedies between limited partners and a general partner in a closed partnership and the DuPont v. Admiral environmental insurance coverage litigation. Justice Steele has published over 300 opinions disposing of disputes among members of limited liability companies, and limited partnerships, and between shareholders and management of both publicly traded and closed corporations.

He served on active duty in the US. Army and retired as a Colonel in the Delaware Army National Guard after serving as a Command and Staff Judge Advocate and Inspector General. He graduated from the University of Virginia, B.A. Foreign Affairs and the University of Virginia's School of Law (1970). He is currently a candidate for the LL.M at the University of Virginia's School of Law (2004).

Toni Symonds
CALIFORNIA STATE DEPUTY CONTROLLER
INVESTMENTS AND CORPORATE GOVERNANCE

Toni Symonds is the California State Deputy Controller for investments and corporate governance. She also serves as State Controller Steve Westly’s designee to the California State Employees Retirement System and the California State Teachers Retirement System. Combined, these funds have an estimated asset value of over $250 billion.

Ms. Symonds has held a variety of senior-level public policy positions in California and Washington D.C. during her 19-year career in government. Most recently, she served as Assistant to the Governor of California during the Gray Davis Administration directing the Community Vitalization Unit within the Governor’s Office of Planning and Research. Her responsibilities included development and analysis of policies related to finance, transportation, homeland security and housing with a special emphasis on issues related to sustainability, innovation and corporate social responsibility.

Besides serving as liaison to the LEED Program at the OECD, she lead the California delegation in bilateral discussions on sustainable development with representatives from Shandong, China; Bavaria, Federal Republic of Germany; Upper Austria, Republic of Austria; Quebec, Canada; and Western Cape, Republic of South Africa.

During the Administration of the United States President Bill Clinton, she was appointed as Special Assistant to the Administrator of the Rural Housing Service, United States Department of Agriculture, on civil rights and social equity issues.

In addition to her work in Controller Westly’s Office, Ms. Symonds serves on the Executive Board of the California Biomass Collaborative.

Mark Van Clieaf
MANAGING DIRECTOR
MVC ASSOCIATES INTERNATIONAL

Mark Van Clieaf is a leading international authority on designing and implementing customer centric and complexity based organizations. This includes organization and job design and the related executive resourcing practices (strategic staffing & executive search, performance management, talent assessment and talent development) to support profitable organizational growth.

He has published extensively and presents frequently on customer centric organization design, complexity based organization design, strategic human resource planning, recruitment and leadership. His ongoing research in linking organization design and leadership capability with Levels of Work Complexity to drive value creation for customers, shareholders, employees and societies is recognized worldwide. He brings over 18 years of experience in providing counsel in job design and executive resourcing strategy, recruitment and leadership development to senior management in a broad range of organizations across North America, Asia, South Africa, and the Middle East. This included 4 years with Price Waterhouse Executive Search. His Early Career Included: Director, New Business Development for a major advertising agency, Director of Sales for a rapidly growing marketing communications company and Account executive roles in the marketing communications, direct response and advertising industry. Mr. Van Clieaf holds a Bachelor of Arts degree in Economics and Business from York University, and a Post-Diploma in International Business.

E. Norman Veasey
SENIOR PARTNER
WEIL GOTSHAL & MANGES

E. Norman Veasey is a senior partner at Weil Gotshal and serves as a strategic adviser to the firm’s roster of prominent global clients on a wide range of issues related to mergers and acquisitions, restructuring and litigation. Additionally, he advises on corporate governance issues involving the responsibilities of corporate directors in complex financial transactions and crisis management.

Mr. Veasey is the former Chief Justice of Delaware, having stepped down from the Delaware Supreme Court in May 2004, after serving for 12 years as the top judicial officer and administrator of that state’s judicial branch.

During his tenure as Chief Justice, the U.S. Chamber of Commerce ranked Delaware’s courts first in the nation for three consecutive years for their fair, reasonable and efficient litigation environment. Justice Veasey has also been credited with leading nationwide programs to restore professionalism to the practice of law and adopt best practices in the running of America’s courts. He was awarded the Order of the First State by Delaware Governor Ruth Ann Minner, the highest honor for meritorious service the state’s governor can grant. Justice Veasey was President of the Conference of Chief Justices, Chair of the Board of the National Center for State Courts, Chair of the Section of Business Law of the American Bar Association and Chair of the American Bar Association’s Special Committee on Evaluation of the Rules of Professional Conduct (Ethics 2000). He is a Fellow of the American College of Trial Lawyers and Chair-elect of the Committee on Corporate Laws of the Section of Business Law of the American Bar Association.

During 1992-93, he was the editor of Volume 48 of The Business Lawyer, the scholarly legal journal published by the Section of Business Law of the ABA. He was awarded an Honorary Doctor of Laws Degree from Widener University in 1993. In 1995 he was awarded the Dartmouth College Class of 1954 Award; in 1996 he received the Lewis F. Powell, Jr. Award for Professionalism and Ethics from the American Inns of Court Foundation; in 2000 he received the Alumni Award of Merit from the University of Pennsylvania; in 2001 he received the St. Thomas More Society Award; he received the 2002 National Center for State Courts’ Paul C. Reardon Award; and in 2002 he received the First Annual Ethics Award from the American Corporate Counsel Association. In 2003, he received an Honorary Doctor of Laws Degree from the University of Delaware. Also in 2003, he was elected to the Warren E. Burger Society of the National Center for State Courts.

In 2004, the Governor of Delaware awarded Chief Justice Veasey with the Order of the First State. From 1957 until he took office as Chief Justice in 1992, Mr. Veasey practiced law with the Wilmington, Delaware, law firm of Richards, Layton and Finger, where he concentrated on business law, corporate transactions, litigation, and counseling. He served at various times as managing partner and the chief executive officer of the firm. During 1961-63, he was Deputy Attorney General and Chief Deputy Attorney of the State of Delaware. In 1982-83, he was president of the Delaware State Bar Association. Mr. Veasey is a director of the Institute for Law and Economics at the University of Pennsylvania, a member of the American Law Institute, a member of the International Advisory Board of the Centre for Corporate Law and Securities Regulation and numerous other professional organizations. He is a frequent panelist and lecturer on the corporation law, corporate governance, ethics and professionalism. Mr. Veasey received his A.B. degree from Dartmouth College in 1954 and his LL.B. degree from the University of Pennsylvania Law School in 1957. At the University of Pennsylvania Law School, he was a member of the Board of Editors and the Senior Editor of the University of Pennsylvania Law Review.

Dick Wagner
President
Strategic Compensation Research Associates

Dick Wagner is the president of Strategic Compensation Research Associates. He has over 30 years of diversified experience in consulting and in managing human resources and compensation areas. His expertise includes incentive and executive compensation programs, international compensation and benefits planning, organization analysis, financial management and administration in a wide variety of industries. He has a bachelor's degree from The College of the Holy Cross and an M.B.A. from Southern Methodist University (SMU).