IBGC US Study Tour Co-Organized by Global Corporate Governance Forum Instituto Brasileiro de Governança Corporativa Washington DC, October 22-24, 2008 Version 5.0 Speakers’ Bios 1 Nell Minow Editor and Co-Funder, The Corporate Library. Ms. Minow was named one of the 20 most influential people in corporate governance by Directorship magazine in 2007 and was dubbed "the queen of good corporate governance" by BusinessWeek Online in 2003. Prior to co-founding The Corporate Library, Ms. Minow was a Principal of Lens, a $100 million investment firm that took positions in underperforming companies and used shareholder activism to increase their value. Her other professional experience includes serving as President of Institutional Shareholder Services, Inc. and as an attorney at the U.S. Environmental Protection Agency, the Office of Management and Budget, and the Department of Justice. She has authored more than 200 articles and coauthored three books with Robert A.G. Monks, most recently the 4th edition of an MBA textbook called Corporate Governance, published in 2008. Ms. Minow is a graduate of Sarah Lawrence College and the University of Chicago Law School. Hye-Won Choi Senior VP & Head of Corporate Governance, TIAA-CREF. Ms. Choi oversees the corporate governance program at TIAA-CREF, one of America's largest institutional investors and a leading supporter of shareholder rights and sound corporate governance practices in the U.S. and international markets. Ms. Choi’s memberships include: the International Corporate Governance Network, where she serves on the Cross-Border Voting Practices Committee, Global Institutional Governance Network, European Corporate Governance Institute, and the Asian Corporate Governance Association. She also serves on the International Roundtable on Executive Remuneration and the Committee for Economic Development’s Subcommittee on Corporate Governance. Ms. Choi has been quoted in a number of articles which have appeared in major publications such as The Financial Times, Dow Jones, Pension & Investments, Investors Business Daily, Corporate Counsel, Market Watch.com, Financial Week, The Nikkei and Asahi Newspapers. She has also appeared on CNBC as well as NHK television in Japan. She speaks frequently in the United States and internationally on governance issues. Ms. Choi received an A.B. cum laude from Harvard in 1985 and a J.D. from the University of California, Berkeley, in 1989. While at Harvard, she was the recipient of the John Harvard Scholarship and the Radcliffe Fellowship for Outstanding Senior Women. She was also a member of the Boalt Hall Journal of International Law. Prior to joining TIAA-CREF in 1994, Ms. Choi practiced corporate and securities law at the firms of Reid and Priest and Rubin Baum Levin Constant and Friedman in New York. 2 John Wilcox Chairman at Sodali Ltd. and Consultant on Corporate Governance to TIAA-CREF. John Wilcox served as Senior Vice president and Head of Corporate Governance from 2005 to 2008. He also acts as Senior Advisor of J-Eurus, an investor relations firm in Tokio. Prior to joining TIAA-CREF he was chairman of Georgeson & Company, Inc, the US Proxy Solicitor. In over 25 years in the industry he has consulted with many corporations on defensive and offensive tactics in proxy contests and tender offers. A prominent figure in global governance circles, Wilcox is currently Chairman of the Cross-Border Voting Committee of the International Corporate Governance Network. He is also a Member of the Euronext Advisory Board. He is a member of the American Society of Corporate Secretaries and its Securities Law Committee, a member of the National Investor Relations Institute, a member of the Issuer Affairs Committee of The National Association of Securities Dealers. Wilcox has written articles on securities regulation, takeovers, corporate governance, investor relations and globalization of the securities markets. He has testified before Congress and regulatory agencies on a variety of matters relating to securities regulation. Wilcox received a B.A. from Harvard College, an M.A. from the University of California, Berkeley, a J.D. from Harvard Law School and an LL.M degree from New York University Graduate School of Law. He is a member of the American and New York Bar Associations. Toshiya Masuoka Director of the Corporate Advice Department, IFC Toshiya Masuoka is currently the Director for IFC’s Corporate Advice Department, which houses IFC experts on corporate advisory services and corporate governance. The Department also hosts the Corporate Governance Forum – a global multi-donor facility which provides practical advice at the country level. “Toshi” joined the World Bank Group in August 1989 through the Young Professional Program. After completing his assignment in the World Bank, he joined IFC as an Investment Officer. He held various positions in investment departments including South Asia, Infrastructure and Latin America and the Caribbean (LAC). He held the position of Manager in the LAC Department from July 2002 to January 2004. Between January 2004 and September 2008, Toshi led the Operational Strategy Department and was a key player in framing IFC’s corporate strategy and growth, overseeing the implementation of various strategic initiatives, and coordinating on World Bank Group level strategic issues. Prior to joining the World Bank Group, Toshi held various positions at the Fuji Bank, Limited, including the chief of the bank’s derivatives desk. He holds an MBA from the Wharton School. 3 Matthew Orsagh Senior Policy Analyst, CFA Institute Mr. Orsagh is a senior policy analyst for the CFA Institute Centre for Financial Market Integrity. His responsibilities include serving as spokesperson for the CFA Institute Centre; identifying and developing new corporate disclosure project ideas; promulgating Capital Markets Policy Group corporate disclosure positions, policies, and standards; and coordinating and supporting related public awareness activities. Previously, Mr. Orsagh was a research analyst at Governance Metrics International, where he scrutinized financial statements and company filings to evaluate the corporate governance practices of numerous global companies. He also worked as an account executive for two investor relations firms: Noonan Russo Communications in New York and Strategic Resources Group in Atlanta. Early in his career, Mr. Orsagh served as assistant editor for Engineering and Management Press in Norcross, Georgia. Mr. Orsagh is a member of the New York Society of Security Analysts (NYSSA) and has served as a member of its Corporate Governance Committee, chair of the Corporate Governance Handbook Committee, and chair of the 2004 Corporate Governance Conference sponsored by NYSSA and CFA Institute. Mr. Orsagh was named one of the 2008 “Rising Stars of Corporate Governance” by the Millstein Center for Corporate Governance and Performance at the Yale School of Management. This peer-nominated honor recognizes corporate governance professionals under the age of 40 who are making their mark as outstanding analysts, experts, activists, and managers. Mr. Orsagh holds an MBA in finance from Georgia State University and a BA in communications and English from the University of Notre Dame. Stephen Davis Project Director and Lecturer at the Yale University School of Management’s Millstein Center for Corporate Governance and Performance and President, Davis Global Advisors. Stephen M. Davis, Ph.D. is Project Director and Fellow at the Yale School of Management’s Millstein Center for Corporate Governance and Performance, a global think tank on capital markets. He is responsible for multiple programs addressing board and fund governance. Davis is also president of Davis Global Advisors, Inc., which consults to institutional investors, professional associations, stock exchanges, governmental bodies and international organizations. Davis founded and edits the weekly Global Proxy Watch newsletter. A thought leader, Dr. Davis’s book (with Jon Lukomnik and David Pitt-Watson) The New Capitalists: How Citizen Investors are Reshaping the Corporate Agenda (Harvard Business School Press, 2006) was named in the Wall Street Journal as one of the four “most influential books” on corporate governance, and by the Financial Times and Australian Financial Review as one of the best business books of 2006. Booz Allen’s Strategy and Business named it a 2007 book of the year. Davis is a board member of EOS, the shareowner engagement arm of 4 Hermes Pensions Management, the UK’s largest retirement fund; He serves on the International Investment Advisory Board of NYSE Euronext; he is on former UK Prime Minister Tony Blair’s Policy Network working group on economic reform; he is Senior Advisor at Public Insight LP; and an advisory board member of The Sustainable Governance Forum on Climate Change and of The Corporate Library. Davis co-chaired The Conference Board’s Working Group on Hedge Funds. He has written regular opinion columns for the Financial Times and Compliance Week and is a frequent media commentator on global corporate governance. He has testified at US congressional hearings. Davis was named in 2007 to the Directorship 100, a list of the most influential individuals in corporate governance. In 1988 Davis pioneered the field of international corporate governance when he founded the global unit at the IRRC, in Washington, DC. His Shareholder Rights Abroad: A Handbook for the Global Investor (1989) was the first study comparing corporate governance practices in top markets. He was a founding partner in GovernanceMetrics International and g3, a partnership working with the World Bank Group. Davis cofounded and served as governor of the International Corporate Governance Network, which represents the interests of institutional shareowners with US$15 trillion in assets around the world. Dr. Davis was a member of the steering group which produced the United Nations Principles for Responsible Investment. Dr. Davis earned his doctorate at the Fletcher School of Law and Diplomacy, Tufts University and completed undergraduate studies at Tufts and the London School of Economics. Other books include Apartheid’s Rebels: Inside South Africa’s Hidden War (Yale University Press, 1987), which was nominated for a Pulitzer Prize. Stijn Claessens Assistant Director/Division Chief, International Monetary Fund. Stijn Claessens is Assistant Director in the Research Department of the International Monetary Fund where he leads the Financial Studies Division. He is also a Professor of International Finance Policy at the University of Amsterdam where he taught for three years (2001-2004). Mr. Claessens, a Dutch national, holds a Ph.D. in business economics from the Wharton School of the University of Pennsylvania (1986) and M.A. from Erasmus University, Rotterdam (1984). He started his career teaching at New York University business school (1987) and then worked earlier for fourteen years at the World Bank in various positions (1987-2001). Prior to his current position, he was Senior Adviser in the Financial and Private Sector Vice-Presidency of the World Bank (from 2004-2006). His policy and research interests are firm finance; corporate governance; internationalization of financial services; and risk management. Over his career, Mr. Claessens has provided policy advice to emerging markets in Latin America and Asia and to transition economies. His research has been published in the Journal of Financial Economics, Journal of Finance andQuarterly Journal of Economics. He had edited several books, including International Financial Contagion (Kluwer 2001) Resolution of Financial Distress (World Bank Institute 2001), and A Reader in International 5 Corporate Finance (World Bank). He is a fellow of the London-based CEPR. Andrew Hier Partner and Managing Director for Administration with the Owner Managed Business Institute. Andrew Hier is a Partner and Managing Director for Administration with the Owner Managed Business Institute, specializing in family and business governance, shareholder relations and succession issues. He is a facilitator at the Harvard Business School’s Families in Business executive education program, which examines key issues and challenges facing family businesses. Mr. Hier maintains an active practice of family business consulting within the United States and with families in South America, Asia and Europe. He is also active in the Family Firm Institute, is a trustee of the BostonStrasbourg Sister City Association and serves as an overseer for the DeCordova Museum. Before advising family owned businesses, Mr. Hier was for 14 years the CEO of Bennett and Company, then one of the largest privately held intimate apparel companies in the world, with offices in four countries and wholly owned or joint venture manufacturing facilities in Asia. Mr. Hier practiced law for the previous 15 years, most recently as a partner of Gaston, Snow, Ely, Bartlett in Boston advising clients on general business matters and litigation including corporate governance, contracts and joint ventures, employer-employee relations and shareholder disputes in privately held companies. Mr. Hier was also a law clerk in the United States District Court, Massachusetts and spent a number of years as an Assistant District Attorney specializing in economic crimes in the Suffolk County and Middlesex County, Massachusetts District Attorney’s offices. Mr. Hier earned his A.B. Degree from Harvard College and his Juris Doctor Degree from Harvard Law School. Alex Berg Program Manager, Corporate Governance Policy Unit, Global Capital Markets Development Department, World Bank. Alexander Berg is Head of the Policy Practice of the World Bank / IFC Corporate Governance Department. A private and financial sector development expert, he has more than 15 years of experience in corporate governance reform, privatization and post-privatization policy, and capital markets policy analysis and market infrastructure implementation. He is currently responsible for the corporate governance assessments the World Bank executes as part of the ROSC (Reports on Observance on Standards and Codes) program. Prior to joining the Bank, Mr. Berg directed a number of projects in the areas of capital markets development and privatization in several countries, including Egypt, Russia, Poland, Croatia, Montenegro, Kenya, and Tanzania. He also held positions with the OECD and the U.S. government. Mr. Berg received his MBA from the University of Chicago, and graduated 6 with honors (Phi Beta Kappa) from Oberlin College. Teresa Barger Chief Executive Officer/Chief Investment Officer, Cartica Capital LLC. Teresa C. Barger is a co-founder and Chief Executive Officer/Chief Investment Officer of Cartica Capital LLC. In 2004, Ms Barger established the IFC/World Bank Corporate Governance and Capital Markets Advisory Department and served as its first Director until 2007. She was responsible for the corporate governance aspects of IFC investments in companies in emerging markets. She also created the innovative Gemloc bond fund, index and market development program for local currency bonds. Prior to that, Ms Barger set up the Private Equity and Investment Funds Department of IFC. As Director of this Department, Ms Barger managed the largest portfolios of emerging markets investment funds in the world. She pioneered the creation of the first benchmarks for emerging markets private equity and co-founded the Emerging Markets Private Equity Association (EMPEA). Ms Barger also developed the first two corporate governance funds in the emerging markets, for Korea and Brazil. During her more than twenty-year career at IFC, Ms Barger made investments in nearly every region of the emerging markets. Before joining IFC, Ms. Barger was with McKinsey & Company. She received her AB magna cum laude from Harvard College and her MBA from the Yale School of Management. She did post-graduate work at the American University in Cairo. Ms Barger is a member of the Council on Foreign Relations and serves on the boards of the Pacific Pension Institute and the Emerging Markets Private Equity Association. She also serves on the Private Sector Advisory Group of the Global Corporate Governance Forum. Mike Lubrano Managing Director, Corporate Governance, Cartica Capital LLC. Mike Lubrano is Managing Director, Corporate Governance, of Cartica Capital LLC. Prior to joining Cartica, Mr. Lubrano set up International Finance Corporation's corporate governance practice and served as Manager of IFC's Corporate Governance Unit. After joining IFC in 1997, Mr. Lubrano established corporate governance as a central element of IFC's sustainable development strategy. He developed the IFC Corporate Governance Methodology, which is used to assess the quality of governance of potential IFC clients and to identity opportunities to add value by improving their boards, control environment, transparency and disclosure, and treatment of financial stakeholders. During his ten years at IFC, Mr. Lubrano designed governance turnaround programs for numerous companies in Latin America, Eastern Europe, the Middle East, Asia and Africa. He was advisor to Chile's Ministry of Finance in drafting that country's corporate governance reforms, assisted the São Paulo Stock Exchange in designing the Novo Mercado and was the 7 co-organizer of the Latin America Corporate Governance Roundtable from 2000 - 2007. Mr. Lubrano is internationally recognized as a leader in fostering good corporate governance practices in emerging markets, was named one of the ten most influential people in international corporate governance in 2006 by Global ProxyWatch, and is a member of the Private Sector Advisory Group of the Global Corporate Governance Forum. Prior joining IFC, Mr. Lubrano worked for the World Bank on the 1995 Mexican financial crisis and was an international securities lawyer with Cleary, Gottlieb, Steen & Hamilton, helping Latin American companies access international capital markets. He received his A.B. magna cum laude from Harvard College; his J.D. cum laude from New York University School of Law; and his M.P.A from Princeton University. Roger W. Raber Senior Advisor, Former President and Chief Executive Officer, The National Association of Corporate Directors. Dr. Raber is Board Advisor for James F. Reda & Associates, and the Former President and CEO of the National Association of Corporate Directors (NACD). As the NACD chief spokesman for corporate boards, Roger testified before Congress on the recent corporate governance legislation and reforms, and provided commentary on board governance principles and policies to a variety of policymakers, including the Securities and Exchange Commission, NASDAQ, and New York Stock Exchange. His governance views appear regularly in professional publications, national press and media. Prior to his appointment to NACD in 1999, Dr. Raber was Director of Member Services for America's Community Bankers (ACB) in Washington D.C., and President of the ACB’s Center for Financial Studies in Connecticut. He received his doctorate in education from Columbia University, and has taught in graduate and professional development programs at Johns Hopkins University, Dartmouth College, and the University of Virginia. Suzanne M. Hopgood Director, Acadia Realty Trust, Newport Harbor Corporation; Director of Board Advisory Services, NACD. Suzanne Hopgood is the Director of Board Advisory Services of the National Association of Corporate Directors, the only not-for-profit membership organization dedicated exclusively to serving the corporate governance needs of directors and boards. She is also the President and CEO of The Hopgood Group, LLC, a business consulting firm she founded in 1985. Ms. Hopgood has served on the board of nine companies, five of which are public companies and as Chairman of the Board of two. She has also served as CEO of both public and private companies, and she is a Financial Expert. She has assisted a variety of companies in facing difficult business, financial and legal challenges and crises, serving at various times as CEO, as chairman of the board, as chair of public company executive, nominating, governance, and audit committees as well as a member of strategic planning, compensation, and CEO search committees. She has 8 served on the board of an Italian company and currently serves as Chair of Nominating & Governance of Acadia Realty Trust (NYSE: AKR) and Point Blank Solutions, Inc (PBSO.pk), a global leader in the design, manufacture, and distribution of high performance body armor. She has twice served as a member ofboard slates elected in proxy contests initiated by institutional investors. Ms Hopgood is a member of the teaching faculty of the National Association of Corporate Directors, is an NACD Certified Director, and an active educator, facilitator and mediator for boardsof a wide variety of public and private companies on behalf of the NACD. She is afrequent writer and speaker on corporate governance issues, and coauthored the award-winning Board Leadership for the Company in Crisis. Prior to founding The Hopgood Group, LLC, Ms Hopgood was responsible for a $1 billion equity real estate portfolio for Aetna Realty Investors, a subsidiary of Aetna. She has a B.S. degree in business administration. Philip Armstrong Head, Global Corporate Governance Forum. Philip Armstrong heads the Global Corporate Governance Forum, based in Washington DC, United States. The Forum is a multi-donor trust fund cofounded by the World Bank Group and the OECD to promote global, regional and local initiatives to improve the institutional framework and practices of corporate governance in developing countries and emerging markets. The Forum is located in the International Finance Corporation’s Business Advisory Services Vice Presidency. Philip is an internationally acknowledged expert on corporate governance and was the principal convener and main editor of the 2002 King Report on Corporate Governance for South Africa. He has had a distinguished and varied career in executive and senior management in a number of South Africa’s prominent listed companies, including holding the position of Senior Vice President: Corporate Secretary of Anglo American Corporation of South Africa Limited. Immediately prior to heading the Forum, he was Director: Corporate Governance at a leading South African law firm. Philip Armstrong has served with distinction on a number of boards of companies, governing bodies of professional institutions, and policy initiatives in South Africa and internationally. He is a former member of the board of governors of the International Corporate Governance Network, member of the European Corporate Governance Institute, and a fellow and past President of the Institute of Chartered Secretaries and Administrators in Southern Africa. He has been closely involved in the affairs of the Institute of Directors in South Africa, and was instrumental in producing the Commonwealth Guidelines on corporate governance (1999). Noteworthy, has been his involvement as an expert resource on corporate governance for the NEPAD initiative in Africa. And more recently, in 2006, he was conferred with an honorary doctorate in business administration from the Oxford Brookes University in the UK in recognition of his contributions to corporate governance internationally, with particular reference to developing countries. Philip works extensively with governments, regulators and policy makers, institutions and organisations, companies and boards in the private and 9 public sectors globally on issues of corporate governance policies, standards, practices and implementation. 10