THE RULES HAVE CHANGED for board members of publicly held companies. Today it is essential to have a clear understanding of director responsibility relating to Sarbanes-Oxley - the single most important piece of legislation affecting corporate governance, financial disclosure and the practice of public accounting enacted since the 1930s.

THURSDAY, OCTOBER 6, 2005

9:15 to 11:15 a.m.
Anatomy of a Fraud
This discussion of how directors can respond to fraudulent financial reporting, manage financial restatements, and implement proper monitoring will be introduced by former Financial Accounting Standards Board Chairman Denny Beresford.

Panelists

• Gary Belske, COO, Americas Assurance and Advisory Business Practice, Ernst & Young, is an internationally known expert in the financial aspects of corporate governance.
• Denny Beresford is former chair of the Financial Accounting Standards Board (FASB) and current chair of the MCI Audit Committee.
• Rhea Dignam, Partner, Ernst & Young, has more than 30 years of investigative and analytical experience on white-collar crime, and prior to joining Ernst & Young was Deputy General Counsel in charge of litigation at New York Life Insurance Company.
• Mary Ann Jorgenson, Partner, Squire Sanders & Dempsey, is immediate past chair of the American Bar Association's Committee on Corporate Laws and has served as a director or secretary of several public companies.
• Brian Loughman, Partner, Ernst & Young, is a forensic accounting expert who investigates accounting fraud on behalf of audit committees, directors, shareholders and companies.
• Eric Schwarz, Partner, Ernst & Young is an expert in electronic discovery and computer forensics who works as a part of a national team to develop best practices for electronic document retention and production.

11:30 a.m. to 12:15 p.m.
Assessing and Addressing Fraudulent Financial Reporting
Choose between two breakout sessions.

• Session I: Monitoring and Overseeing the Financial Reporting Process: The Work of the Audit Committee
• Session 2: Investigating Fraudulent Financial Reporting

12:30 p.m.
Luncheon & Featured Speaker
(The Peabody Rotunda on the Vanderbilt Campus.)

2:00 p.m. to 3:30 p.m.
2005's 'Hot' Board Committee: Compensation
With developments in the Disney case and other high-profile litigation, compensation is this year's hot committee. Our panel discussion addresses legal, business, director, shareholder and stakeholder perspectives on maintaining the balance between competitive compensation and shareholder's best interest.

Panelists

• William Chandler is Chancellor, Delaware Court of the Chancery.
• Blair Jones is a corporate compensation consultant with Sibson & Co. Her practice addresses stock options and executive incentives.
• Robert Mundheim, of counsel to Shearman & Sterling, chairs the compensation committee of a public company. He is former EVP of Solomon Smith Barney and Dean of the University of Pennsylvania Law School.
• Randall Thomas, Professor of Law & Business, Vanderbilt Law School, is a nationally known expert on executive compensation.

3:45 to 4:45 p.m.
Breakout Sessions: The Compensation Balancing Act
Choose between two breakout sessions.

• Session 1: Trends in Board Compensation
• Session 2: Providing the Right Incentives for Chief Executives

6 p.m. Cocktails / 7 p.m. Dinner
(The First Center for the Visual Arts)
Join your peers, Directors College panelists and presenters for cocktails and dinner in Nashville's premier art museum, located in the historical former downtown post office building.

FRIDAY, OCTOBER 7, 2005

9 to 10 a.m.
Nominating/Governance Committee: Shareholder Relations and the Nomination Process
Sarbanes-Oxley's enactment in 2002 added new layers to the relationships arising in a typical board of directors. This roundtable discussion addresses the shareholder's role in director nomination and election, board evaluation and communicating with institutional shareholders.

Panelists

• Margaret Blair, Professor, Vanderbilt Law School, is a noted economist and a director.
• James H. Cheek III, Partner, Bass Berry & Sims, chaired the ABA's Task Force on Corporate Governance.
• Jim Cochrane is a former VP of the New York Stock Exchange and has testified on financial market issues before committees of the U.S. Senate and House of Representatives.
• David Katz, Partner, Wachtell Lipton Rosen & Katz, is an expert on corporate governance matters and crisis management.

10 to 11 a.m.
Compliance, Ethics and the Board of Directors
Ethics and compliance experts and corporate board members consider important aspects of regulatory compliance.

Panelists

• Gary M. Brown, Partner, Baker Donelson, served as Special Counsel Senate Committee on Governmental Affairs in the investigation into Enron's collapse, and provided advice on aspects of Sarbanes-Oxley before its passage.
• Thomas Cigarran is cofounder and chairman of American Healthways, a publicly traded disease management company, and former chairman of AmSurg.
• Keith Darcy, president of the Center for Integrity, and executive director of the Ethics Officer Association. He established the first Ethics Office among Wall Street firms for Prudential Securities.
• Beth Golden, Head of Global Compliance, Bear Stearns, is a former New York State deputy attorney general for special projects.
• Joel C. Gordon is former chairman of HealthSouth and was founder of General Care Corporation and Surgical Care Affiliates.
• The Honorable Glenda Hatchett chairs the compliance and ethics committee of a public company and has a nationally syndicated television series.

11:15 to noon
Breakout Sessions: Sarbanes Oxley Going Forward
Choose between two breakout sessions.

• Session 1: Special Issues Facing Healthcare Companies.
• Session 2: Sarbanes Oxley Compliance Issues.

12:15 p.m.
Luncheon & Featured Speaker
(The Peabody Rotunda on the Vanderbilt Campus)

1:45 p.m. to 3 p.m.
Personal Liability for Directors
The settlements in which independent directors of Enron and WorldCom agreed to significant personal liability highlight new risks to directors. Our panel takes a hard look at director's exposure.

• David Becker, Partner, Cleary Gottlieb, formerly served as the SEC's General Counsel. His current practice focuses on SEC and other investigations, corporate governance issues, and other SEC regulatory matters.
• A. Gilchrist Sparks, Partner, Morris, Nichols, Arsht & Tunnell, is one of the most respected commentators on Delaware corporate law. He focuses on litigation arising from disputes relating to corporate governance.
• Christopher Wray, former head of the U.S. Department of Justice, Criminal Division, now chairs the special matters and government investigations practice of King & Spalding.

Attendance is limited. Register now.

CONFERENCE FEE
The program cost of $2,600 per participant includes:

• Admission to all conference sessions
• Lunches on both days
• Conference dinner at the Frist Center for the Visual Arts

ISS-ACCREDITED
The Vanderbilt Directors College is designated as an Accredited Director Education Program by Institutional Shareholder Services (ISS).

LOCATION
All Directors College sessions will be held at the Vanderbilt University Law School in Nashville with meals schedule at the impressive Peabody Rotunda and the Frist Center for the Visual Arts. In addition to the beautiful Vanderbilt campus, Nashville is home to a number of cultural and entertainment attractions, ranging from the Tennessee Titans to a new, state-of-the-art symphony hall to the Country Music Hall of Fame.

HOTEL ACCOMMODATIONS

Conference Hotel
Loews Vanderbilt Hotel Nashville
2100 West End Avenue
Nashville, TN 37203
Tel (615) 320-1700
Fax (615) 320-0576

Guests please call 1.800.336.3335 and specify you are with the Vanderbilt Directors College room block.

Reservations must be made by September 7, 2005 to receive the preferred conference concierge-level room rate of $195/night.

The Loews hotel is adjacent to the Vanderbilt University campus and within walking distance of the Vanderbilt University Law School - main conference venue. Approximately 2 blocks.

OTHER NEARBY AREA HOTELS:

Nashville Marriott at Vanderbilt University
2555 West End Avenue
Nashville, TN 37203
Tel 615.340.1300
Fax (615) 340.1400
Reservations 1.800.285.0190

Embassy Suites
1811 Broadway
Nashville, TN 37203
Tel (615) 320.8899

Hampton Inn Vanderbilt
1919 West End Avenue
Nashville, TN 37203
Tel 615.329.1144
Reservations 1.888.850.5394

CANCELLATION POLICY
Registrants can receive a refund (less a $100 processing fee) if we receive written notification of your cancellation by September 1, 2005. Your registration is non-refundable after that date, although your organization may substitute attendees with the approval of the program coordinator.

GROUP REGISTRATIONS
Past attendees have discovered the benefits of having multiple members from the same board attend the Directors College. We support this shared experience and will be happy to secure meeting rooms for your board sessions before, after, or during the conference. To discuss group enrollment, contact Robert Thompson, faculty director.

2005 DIRECTORS COLLEGE FACULTY DIRECTOR
Professor Robert B. Thompson
New York Alumni Chancellor's Chair
Vanderbilt University Law School
Phone: 615.322.1002
Email: Thompson@law.vanderbilt.edu

What does the conference fee include?
The program cost of $2,600 per participant includes admission to all conference sessions, lunch on both days of the conference, and the conference dinner at the Frist Center for the Visual Arts. The fee does not include hotel accommodations or airfare.

May I attend just part of the conference?
While we encourage you to stay for the entire event, we understand that your schedule may not allow you to attend all activities. However, there are no pro-rated refunds.

Is there a conference hotel?
Loews Vanderbilt Hotel Nashville, which is a 5-minute walk from the Vanderbilt Law and Business schools, has a limited block of concierge rooms for the conference at $195 per room/night. Please call 1.800.336.3335, and ask for the Vanderbilt Directors College room block.

What is the cancellation/refund policy?
Registrants may receive a full refund, less a $100 processing fee, with written notification of cancellation received at least 30 days prior to the program date. Registration fees are non-refundable after that date. Substitute attendees are possible with the approval of the program coordinator.

Is this program accredited by the ISS?
Yes, the program is accredited by the Institutional Shareholder Services (ISS) as an Accredited Director Education Program.

What is the dress for this event?
We want you to be comfortable, and there is no official dress code. In the past, participants' dress has ranged from Business Casual to Business attire.