The Changing Of The Board

No. 1, 2009

Board of Director Series:

The Changing of the Board

Boards In Crisis: Part One
Failures in governance contributed
significantly to the global disruption
of markets and economies in 2008.
We need to rethink and reshape corporate boards in
order to improve their ability to oversee organizations
that operate in complex and competitive business
ecosystems. The first priority for boards is to refocus
on shareholder value and restore shareholder trust.

Boyden global executive search

And

John Levy of Board Advisory

1

Board of Director Series — No. 1, 2009 www.boyden.com


Table of Contents

Introduction to The Changing of the Board

I Corporate Boards in Crisis

II A Brief History: Fighting for the Soul of the Board

III Shareholders Get Engaged

IV Transforming Boards for Competitive Advantage

Boyden’s Board of Director Series

Acknowledgements and Sources

About Boyden

About John Levy and Board Advisory

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Boards In Crisis: Part One
Introduction

The Changing of the Board is a series of the goal is to ensure boards act as trusted
four papers about the challenge of finding agents on behalf of shareholders. CEOs and
new directors for organizations that oper- company insiders often want to retain control
ate in today’s increasingly complex business of board agendas and board membership in
environment. These papers explore the chal- order to minimize opposition to their man-
lenge of practicing corporate oversight and agement decisions. Research suggests that
governance in a world of change. It is an is- companies do, in fact, become more profit-
sue of critical importance to the many clients able and achieve higher stock prices when
Boyden serves around the world. their boards are more independent and less
controlled by internal management.
Making boards (and those they serve) more
successful has become a priority for all who Shareholders were the big losers in the re-
participate in today’s global markets. That cent market collapse – inspiring them to be-
includes shareholders, stakeholders, corp- come more engaged in company affairs. The
orations, and customers – and the capital SEC recently voted to propose a comprehen-
markets as well. The four papers that sive series of rule amendments to
constitute The Changing of the Board facilitate the rights of shareholders to nomi-
offer fresh insight on how to construct nate directors to run against company-select-
boards that work. The series begins with a ed slates. This is another step in reducing the
concise overview of why boards fail. It conflicts of interest which often undermine
explains the meaning and value of board the commitment and effectiveness of boards
independence. And it describes the strate- in overseeing company management. New
gies needed to move boards from focusing research indicates that hybrid boards – com-
on compliance to creating competitive bining shareholder-supported directors with
advantage. management-aligned directors – are more
successful in improving company results and
Boards in Crisis, the first paper in the series, increasing shareholder value than traditional
focuses on corporate boards: past, present, CEO-controlled boards.
and future. Years of reform have improved
the capability and performance of boards. Some boards, like that of Costco, have
But not enough. The recent global crisis – proven very successful in proactively steering
and especially a failure of boards to manage their companies toward continuing success.
risk and compensation in financial services – Much progress has been made in moving
indicates a need for deeper and more from ceremonial boards to working boards.
thoughtful changes in the practice of corpo- The next challenge is to develop strategies
rate oversight and governance. This first pa- to move boards beyond mere compliance
per explores the reasons, both historical and to providing new levels of value. The board
contemporary, why shareholder interests of Costco, for example, is clearly an equal
have not received the attention they require. partner with internal management, and the
results have been excellent. Leading thinkers
Today the “fight for the soul of the board” such as Ram Charan, author of the acclaimed
continues as many shareholders seek more books Boards that Work and Boards that
independent boards, often asking that the Deliver, believe that building a great board
positions of CEO and Chairman be separated. may be the next big corporate advantage –
While both legislation (Sarbanes-Oxley) and and one of the few competitive advantages
regulation (requirements of NASDAQ and the that may be sustainable over many years.
National Association of Security Dealers) now
mandate that “independent” directors fill Corporate boards must do a better job of
key board positions, those directors may still delivering on the now centuries-old promise
see themselves as led by the CEO and his to protect and increase shareholder value. A
team. From the shareholder’s point of view, primary goal is building honest collaborative
3



relationships with internal managers, includ- Tipping points were passed. The dominos
ing occasionally temperamental CEOs; so began to fall.
they can work together to find better ways
to successfully navigate the accelerating First, the large financial enterprises that were
complexity of twenty-first Century business the foundations of the economy began to tot-
environments. ter then fail. As those institutions failed, other
interdependent corporations collapsed. The
Former Secretary of Labor Robert Reich demise of companies, one after another, cap-
makes our future shockingly clear in his new sized whole sectors. Whole economies were
book Supercapitalism. The global market- affected. The domino effect quickly crossed
place will only become more competitive, national boundaries.
more complex, and more unforgiving. Com-
panies no longer have time to waste on any Soon we found ourselves in a world of pain.
activity that will not improve products or gen-
erate profits. The underlying causes and ultimate effects
of these events will be studied for years. But
I. Corporate Boards In Crisis there is no denying that too few corporate
boards were prepared to deal decisively with
What happened to our companies and our critical events of this size, speed, and com-
world between January of 2008 and today? plexity. Too many CEOs and boards were late
in recognizing and mitigating risks.
The simplest way to comprehend the eco-
nomic meltdown of 2008 is to view it as a For most of us, governance is invisible until
“Boards own a large share of domino effect that occured on a global scale. it fails. The scope of the failure tells us the
the responsibility for the good
governance and management of scope of the change required to prevent
companies. It’s time they step up Instantaneous global communication, busi- similar failures in the future.
and do a better job of that”
ness complexity and hyper-competition all
Dinesh Mirchandani, Managing
Director, Boyden India came together to drive unrealistic business Few are comfortable with fundamental
expectations, models, and strategies. Those, change. But no one wants to see another
in turn, generated unintended and out-of- year like 2008.
control consequences.
• A continuing market emphasis on On the surface, governance appears simple.
short-term profitability distracted many Boards are responsible for overseeing com-
companies from focusing on long-term pany compliance, strategy, execution, and
sustainability. results. Many believe the buck stops with the
board when companies falter and sharehold-
• A need to deliver on projections of short- ers suffer.
term profitability helped create a global
market for financial derivatives. (Warren Beneath that apparently simple surface, how-
Buffet warned markets early in 2003 that ever, lurk historical issues that have made it
derivatives were “financial products of more difficult for directors to do their jobs.
mass destruction.”) Boards have been held responsible for cor-
“Too often boards have not porate governance, for oversight of manage-
represented shareholders. And • Supposedly sophisticated risk manage-
directors have waited too long to ment and business operations, and financial
push back when they have doubts ment systems failed to identify and
results, but too often directors were not
about management decisions” mitigate the potential downside of what
Sarah Stewart, Principal, given the access, tools, and support required.
appeared to be a booming market.
Boyden Pittsburgh Until 2002 (and the passage of Sarbanes-
• Business ethics were deemed irrelevant Oxley) boards were not truly empowered to
and pushed aside in many companies. access the information they needed to do
their job. By 2008 many boards had still not
• Control systems (governing institutions, changed culture and practice enough to uti-
regulators, and corporate boards of di- lize their new powers.
rectors) were gradually eroded, compro-
mised, and eventually overwhelmed.
4



The SEC, in announcing recent proposals to be encouraged to become more diligent in
strengthen shareholder participation in board carrying out their duties. Changing regula-
elections, noted that the economic crisis tions will not change results unless boards
“has led many to question whether boards and directors change their behavior as well.
of directors are truly being held accountable
for the decisions that they make; whether “You need to be capable of deep, mature
boards are exercising appropriate oversight thought and the persistence of action to in-
of management; whether boards are appro- fluence change as a board member,” says
priately focused on shareholder interests; Dinesh Mirchandani, Managing Director of
and whether boards need to be held more Boyden India. “This is a responsibility that
responsible for their decisions regarding such falls squarely on the next generation of
issues as compensation structures and risk board members.” But who will identify
management.” and recruit that next generation? How long
should boards wait to make changes? And
Not everybody is critical of everything that what are the most urgent concerns?
happens in the boardroom. “Boards have
generally done a better job than people give “The most critical role for boards now is to
them credit for. One of the major problems restore trust,” says John Levy. “That is what
is that the expectations of stakeholders are we need to do. We need to get that fixed.”
often unrealistic,” states John F. Levy, CEO
of Board Advisory, a member of the board
of directors of five public companies, and a II. A Brief History: Fighting for the
frequent author and speaker of boards and Soul of the Board
corporate governance. While some commen-
tators and shareholders believe that directors Ideally, CEOs and independent directors
are responsible for company results regard- should be working together to restore trust
less of what is happening in the business by improving shareholder value. Sometimes
environment, many professionals who work they do. More often they do not. For decades
with boards say the public has unrealistic there has been a battle over who controls the
expectations of what directors can accom- board, who sets board agendas. In too many
plish. “The role of the director is not well cases, that battle has been between the CEO
understood. It doesn’t matter how intelligent, and the shareholders.
dedicated or competent they are,” says
Levy. “No director can be everywhere and Corporate investment structures were intro-
do everything within a company. Board mem- duced four hundred years ago to facilitate
bers are not ‘supermanagers.’ Their role is long-term investment in enterprises with
oversight, not management.” substantial capital needs. The first such
entity was the Dutch East India Company.
Everyone wants boards to be better. And In exchange for providing long-term capital,
many boards are better. Directors have been investors received partial ownership in the
working longer hours than ever before. Many form of “shares” which could be sold when
boards are now more persistent in asking they wanted to cash out. Investors thus
questions and demanding answers. But, became “shareholders.” Later legislation
as the financial events of 2008 continue to provided corporations with separate identity
remind us, boards simply have not been and rights in perpetuity. This model proved
better enough. highly successful in attracting capital and in
driving the growth of businesses over the
That is why institutions responsible for main- next few centuries.
taining regulatory guidelines for corporate
boards of directors must rethink and refine Initially, directors were shareholders elected
frameworks for governance in order to by their peers to oversee the investment.
ensure corporate boards are properly staffed The practice of selecting well-known mem-
and fully resourced. In addition, boards must bers of the business community to be fair
5



third-party observers was introduced shortly rubber stamping are rapidly coming to an end
thereafter. Professor Robert Tricker, the au- as independent directors begin to flex their
thor of Corporate Governance – Principles, muscles and adopt best practices in corpo-
Policies and Practices published by Oxford rate governance.”
in 2009, says their role was to assure share-
holders that investments were properly uti- Sarah Stewart, a Principal with Boyden Pitts-
lized, so shareholders would trust companies burgh, and an expert in governance issues,
with their money. In practice, however, direc- agrees. “Not many CEOs have the confi-
tors were appointed by senior management dence to come to a board without having all
and so rarely disagreed with them. Being a the answers in place. But that’s what it really
director paid well for duties that were largely takes. It’s critical to bring the board in earlier.
ceremonial. It’s an act of courage for a CEO to do that.
But that’s the only effective way to involve a
The genius of the board system is that it es- board in strategy and also get the benefit of
tablished third-party governance in order to the directors’ collective experience.”
override the self-interest of management and
individual shareholders in favor of assuring Boyden’s Mirchandani believes the problem
safety and fairness to all shareholders. With- exists in India as well. “Board members here
out such oversight, capital markets could have too often functioned as ‘yes-men’ of the
not exist. But there is a fundamentally unre- Chairman, CEO or promoter. Satyam [a lead-
solved issue in the system: “The Principal- ing Indian outsourcing company that for years
Agent Problem.” The principal (in our case signficantly inflated its earnings and assets] is
the shareholder) depends on payment to the a clear example of that.”
agent (for this purpose the director and the
board) to motivate the agent to perform the The Chairmen’s Forum, an influential group of
activity desired by the principal. more than 50 current and former board chair-
men, recently endorsed a new report which
The difficulty is the principal (shareholder) suggests that separating the roles of CEO
lacks sufficient knowledge of what will mo- and Chairman of the Board is essential to
tivate the agent (the director and the board) “restoring market trust in the enterprise.”
to perform the required service (watching Published by Yale’s Millstein Center for
out for and growing shareholder value). Corporate Governance and Performance,
Equally difficult for the principal is that while “Chairing the Board” says independent
the agent knows what the agent has done, board chairs are the best way to compel
often there is not enough information for the CEOs to focus on shareholder issues and
principal to understand if the activity was to curb senior management conflicts of
actually performed and if so, how well. The interest. The report emphasizes that
Principal-Agent problem continues to be “managing the board is a separate and
a fundamental issue for shareholders and time-intensive responsibility.”
boards. The realistic shareholder entertains a
healthy suspicion that their interests are not In the UK the number of CEOs chairing the
being protected. board has been reduced to only 5% of FTSE
350 companies. A study in Canada showed
Amazingly, virtually no one paid much atten- two-thirds of public companies were already
tion to boards of directors until 1971 when using independent board chairmen by 2003.
Harvard Professor Myles L. Mace published According to “Chairing the Board” the
Directors: Myth and Reality. This classic US has been slower to take this key step
study revealed directors did not, in fact, es- towards reforming boards. BusinessWeek
tablish the policies of the firm, rarely chose recently identified 16 percent of US boards
the CEO, rubber-stamped compensation as having truly independent chairmen in
decisions, and were not inclined to ask tough 2008. The magazine said many non-executive
questions. Tom Flannery, Managing Direc- chairs were actually either ex-CEOs of the
tor of Boyden Pittsburgh says, “The days of company or otherwise related to internal
6



management, and thus might lack full inde- by company insiders. The new regulations
pendence. require sponsoring shareholders to own a
not-insignificant share of company stock, but
Boyden’s Stewart emphasizes that “whoever they will add another way to move boards
controls the board agenda controls the board. to have more independence. It is interesting
Boards have been and must be more vocal to note that a study that tracked the perfor-
about what it is they want to work on.” mance of 120 hybrid boards (boards which
mix independent directors with traditional
directors selected and supported by com-
III. Shareholders Get Enraged pany management) formed between 2005
and Engaged and 2008 demonstrated that hybrid boards
of directors are able to increase share values
Millions of shareholders suffered signifi- faster than traditional boards.
cant losses in the 2008 meltdown of world
markets. Some lost as much as half of the
previous value of their equities. Enraged IV. Transforming Boards for
shareholders can and do become engaged Competitive Advantage
shareholders. Shareholder activism existed
long before the events of 2008, but recent “Every board is different,” emphasizes Boy-
events have caused activists to assert more den’s Stewart. “That’s because every com-
independent control over boards. pany is different.” But it is clear that fixing
board problems is on everybody’s agenda.
Shareholder advocates believe the best way A recent McKinsey Quarterly report on the
to assure that boards focus on protecting state of the corporate board indicates boards
shareholder value is to put directors in place are becoming more active, engaged, and
who are committed to doing just that. Board striving to make significant efforts to reform.
fights are expensive and hard to win, but Boards surveyed by McKinsey are review-
shareholders have had enough victories in ing current company performance, risk, and
the past to allow researchers to measure financials. They are approving strategy. And
how shareholder-focused boards perform. they are tracking progress against strategy.
Studies indicate shareholders fare significant- Directors who say they want more time to
ly better when boards become independent focus on strategy, are directors who are
enough to make shareholder interests their becoming increasingly ambitious about pro-
most important priority. viding more value to companies. They also
would like to spend more time developing tal-
“Corporate Governance and Equity ent for succession planning.
Prices,” a study by Gompers, Ishii and Met-
rick, showed that firms with stronger share- Independent directors complain of being
holder rights (associated with independent frustrated by an inability to obtain a broader
boards) were more profitable and had higher range of information. Too often, they are not
stock valuations. Firms where boards and allowed to seek information from employees
policies were controlled by CEOs tended to lower in the company hierarchy. Theoretically
be less profitable and had lower stock valua- independent directors have a right to ques-
tions. This appeared to be because CEO-con- tion any employee, but sometimes senior
trolled boards tended to be more expansive, management discourages direct contact.
making more corporate acquisitions and hav- The question is how can boards do a good
ing higher capital expenditures. job of oversight without access to all crucial
information?
Recent SEC proposals to strengthen share-
holder participation in board elections should Ram Charan described the path boards follow
make it easier for shareholder-sponsored di- in evolving from simply being competent to
rectors to run against director slates chosen

7



providing high value services for companies. petitors. An evolved board is positioned to
He says the initial changing of the board in- help do just that.
volved moving it from ceremonial status to
“liberated” status where it could play a more Overcoming the historical issues, empower-
significant role in governance. Sarbanes-Ox- ing boards and working through conflicts with
ley assured boards would now have access CEOs all require significant and sincere ef-
to information, but relationships between fort. Many organizations aren’t willing to de-
board and management are often negotiated vote the effort. The events of 2008 revealed
and formal. In these circumstances, board too often companies lack boards able to
governance is done mainly through compli- make a difference when times got tough. But
ance activities. boards that are able to evolve to a higher lev-
el of play, boards with directors who are able
New opportunities are created as boards to establish respectful collaboration and a
enter a third phase Charan terms “progres- level of trust with the C-Suite will themselves
sive.” This is characterized by increasing become a significant competitive advantage
dialogue and trust between independent for their companies.
directors and senior management. Charan
says self-assessment processes are used As the recent McKinsey survey shows, many
to work though performance and partnering directors are hungry for the challenge. They
issues. Transparency begins to improve as are absolutely prepared for the changing of
information now tends to be made available the board.
in more useful forms. Directors are thus able
to learn how the business really runs. They
finally have enough information to have more
relevant discussions with management. Boyden’s Board of Director Series
Though CEOs may not admit it, says Joseph This Boyden paper Boards in Crisis is the
Daniel McCool, author of the recent book first of a sequence of four on The Changing
Deciding Who Leads, CEOs can use all the of the Board.
help they can get. “I think there are a lot of
global companies that cannot be led by one Better Directors for Better Boards, the
person alone. The CEO role has become too next in this series focuses on the chang-
complex, too global, and too demanding for ing world of the board director. Traditionally
individuals. Individual executives need to board membership was largely a well-paying
have the courage and honesty to acknowl- ceremonial job reserved for friends of man-
edge they can’t do it all.” Today’s manage- agement. Since legislation and listing regula-
ment is in great need of board perspective, tions introduced in 2002 and 2003, directors
experience and balance in order to determine are expected to do real work. Most have
how to continually improve strategies and additional responsibilities including serving
operations. on board committees, like auditing or com-
pensation. As pressure (and sometimes bad
Virtually all companies now struggle to catch publicity) increases, many board members
up to the growing complexity, speed, and choose to leave boards early. This paper in-
globalization of business. As boards and cludes a special interview with “Director X,”
CEOs are active partners more often, the an experienced board member serving as a
potential for new value and new ways to cre- Director of two high profile companies, who
ate competitive advantage increases. Reich provides a surprising and unique look at what
points out that most components in business really takes place in the boardroom in a crisis.
value chains are now rapidly commoditized. Director X describes how the responsibilities
Markets are becoming level playing fields, of directors changed, including the bad and
resulting in extreme levels of hyper-compe- the good, and what shifted the day Sarbanes-
tition between companies desperate to find Oxley became law.
ways to differentiate themselves from com-
8



Boards recognize that in the future they will Boards Get Real is the fourth and final paper
need different kinds of board members than in Boyden’s series. It explores the new ability
those who served in the past. Gone are the of boards to obtain independent resources.
“feel good” celebrity directors. In the future, Boards may be still be hesitant to use them,
boards will increasingly require experienced but for the first time in history, boards
directors with solid knowledge of relevant finally have significant opportunity to practice
business domains — and companies will the oversight that has long been promised.
seek candidates who are tech-savvy, and Something as simple as assuring accurate re-
have expertise in new areas such as risk porting of quarterly results has been surpris-
management and business continuity. As ingly difficult. There is also the ever-present
more directors resign early, there will be a temptation to over-state business results in
growing shortage of qualified candidates. In order to trigger bonuses. Nearly 1200 public
addition, it may be even more difficult to find companies in 2005 had to restate business
new directors if director liability is increased. results (as opposed to 270 public companies
What this means is that “The War for Talent” five years earlier). Nothing compromises the
has finally come to the board room. Compa- trust of capital markets and shareholders
nies will increasingly rely on retained search more quickly than inaccurate reporting of
to find directors capable of helping a board business results, but board members them-
become a competitive advantage. selves lack time to assure accurate reporting.

The third paper in the series is Why Eth- Few members of the public are aware that
ics Are Not Optional. The work of a board boards have direct responsibility for prevent-
member always begins with a deep under- ing, discovering, and investigating significant
standing of the unique duties of directors, fraud associated with company employees,
both legal and ethical. The board is responsi- agents, or customers. Until 2002 and the
ble for understanding, defining, and maintain- passage of the Sarbanes-Oxley legislation (as
ing ethical frameworks to guide all employ- well as additional requirements established
ees and agents of the company, as well as by stock exchanges), boards of directors
circumscribing company business practice. lacked sufficient resources to accomplish
Creating an ethical “tone at the top” turns this. Passage of the much-criticized legisla-
out to be one of the most important duties of tion is considered by many experts to be
directors. Leading by example is the most ef- the most successful act of empowering US
fective way to assure an ethical organization. corporate boards in the history of corporate
governance. Sarbanes-Oxley gave boards the
History has shown what can happen when a legal responsibility to assure business infor-
board like the Enron board (then considered mation was correct and business operations
one of the best boards in America) sets eth- legal. But it also allowed boards the right to
ics aside whenever senior executives ask. An retain outside auditors and other resources to
interview with John F. Levy, CEO of Board report directly to the board.
Advisory, who often consults for compro-
mised companies and troubled boards, de-
The question remains why, if boards now
scribes how returning to ethical frameworks
have sufficient external support to provide
enables companies to restore shareholder
real oversight, did so many prove ineffective
trust. Levy, a participant in authoring “The
in the financial crisis of 2008? It appears “the
Changing of the Board” series, empha-
changing of the board” will require more than
sizes that the value of rebuilding customer
legislation and regulation. Companies, boards
trust and company reputation will always far
and individual directors must all be willing
exceed the cost and effort of doing so. It is
to make the commitments and changes
clear that good ethics is good business.
required to protect shareholders and capital
markets.

9



Acknowledgements and Sources

BACK TO THE DRAWING BOARD by Colin B. Carter and Jay W. Lorsch, Harvard Business School
Press, Boston, 2004

BOARDS AT WORK: How Corporate Boards Create Competitive Advantage by Ram Charan,
Jossey-Bass, San Francisco, 1998

BOARDS THAT DELIVER: Advancing Corporate Governance from Compliance to Competitive
Advantage by Ram Charan, Jossey-Bass, San Francisco, 2005

CHAIRING THE BOARD: The Case for Independent Leadership in Corporate America,
Millstein Center for Corporate Governance and Performance, Yale School of Management,
New Haven, 2009

CORPORATE GOVERNANCE AND EQUITY PRICES, by Paul Gompers, Joy L. Ishii, and
Andrew Metrick, Quarterly Journal of Economics, Vol. 118, No. 1, pp. 107-155, February 2003.

CORPORATE GOVERNANCE: Principles, Policies and Practicies by Bob Tricker, Oxford
University Press, New York, 2009

CORPORATE GOVERNANCE WEBSITE. http://www.corpgov.net/index.htm

DIRECTORS: MYTH AND REALITY by Myles L. Mace, Harvard Business School Press, Boston,
1971 and 1986. (Out of print.)

HARVARD BUSINESS REVIEW ON CORPORATE GOVERNANCE, including article
“Redrawing the Line Between the Board and the CEO.” Harvard Business School Press,
Boston, 2000

SEC Votes to Propose Rule Amendments to Facilitate Rights of Shareholders to Nominate
Directors, SEC press release. http://www.sec.gov/news/press/2009/2009-116.htm

SUPERCAPITALISM by Robert Reich, Random House, New York, 2007

10



About Boyden

Boyden is a global leader in the executive search industry with more than 70
offices in over 40 countries. Founded in 1946, Boyden specializes in high level
executive search, interim management and human capital consulting across a
broad spectrum of industries. For more information, please visit www.boyden.com.

About John Levy and Board Advisory

John F. Levy is Chief Executive Officer and principal consultant for Board Advisory, a consulting
firm that assists public companies, or companies aspiring to be public, with corporate governance,
corporate compliance, ethics, financial reporting, and financial strategies. Mr. Levy has 30 years of
progressive financial, accounting and business experience, including having served as Chief Finan-
cial Officer of both public and private companies.

As a frequent speaker on the roles and responsibilities of board members and audit committee
members, Mr. Levy has authored “Focus on Corporate Ethics: Legal and Ethical Responsibilities of
Board Members,” a course on the ethical and legal responsibilities of board members initially pre-
sented to various state accounting societies.

For additional Information about Board Advisory and John Levy, visit boardadvisory.net

Special thanks are due to communications firm Margolis & Company for its perspective
and support, particularly Dan Margolis and Sheldon Renan.

Boyden Working Papers on Leadership is a new series of publications on innovative thinking
and best practices for corporate leadership today. These working papers provide a foundation for
discussion internally and externally, with multiple views of leadership that include sector-specific
and global perspectives. Boyden Working Papers may be quoted or republished through internal
or external channels. For further information, please contact Gray Hollett, Vice President, Global
Marketing at Boyden — ghollett@boyden.com.

11

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