EFFECTIVE DIRECTOR RECRUITMENT 10:00 AM AND 11:15 AM. Warren Batts, Methode Electronics, Inc. Sylvia Groves, Nexen Inc.

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1 EFFECTIVE DIRECTOR RECRUITMENT 10:00 AM AND 11:15 AM Warren Batts, Methode Electronics, Inc. Sylvia Groves, Nexen Inc. Charles King, Korn/Ferry International Tom Kissinger, The Marcus Corporation Christine Marx, The St. Joe Company Marty Traber, Foley & Lardner LLP

2 Warren L. Batts retired as chairman and Chief Executive Officer of Tupperware Corporation and Premark International, Inc. in In the 10 years as CEO of Premark, the company increased its market value sixfold. Mr. Batts directed the spin-off of Tupperware from Premark International in WARREN BATTS ADJUNCT PROFESSOR THE UNIVERSITY OF CHICAGO Mr. Batts worked in the manufacturing environment from 1963 to 1997 for companies including The Kendall Company and The Olga Company. In 1966 he became Vice President of Douglas Williams Associates. He was a consultant to major Fortune 100 clients on organizational development and other areas. In 1967, he helped to found The Triangle Corporation, which prior to its sale to Cooper Industries in the 1990 s was an AMEX listed tool manufacturing firm, and filled the role of President, Co- Chief Executive Officer and Director. In 1971, Mr. Batts joined the Mead Corporation as Vice President and progressed to President, Chief Executive Officer and Director in 1978 where under his direction, Mead successfully increased its net income 5-fold in nine years. In 1980, he became the President & COO of Dart Industries and President & COO of Dart & Kraft shortly after their merger. From 1998 until now, he has been an Adjunct Professor at the Graduate School of Business of the University of Chicago, where he teaches corporate governance. He currently serves on the boards of the Chicago Climate Exchange and Methode Electronics, plus the boards of three private companies. He recently retired from the boards of Allstate, Cooper Industries, Sears and Sprint. Mr. Batts received his Bachelor of Science in Electrical Engineering from Georgia Institute of Technology in 1961 and a Master of Business Administration with Distinction from the Harvard School of Business Administration in 1963.

3 SYLVIA GROVES MANAGER, GOVERNANCE OFFICE & ASSISTANT SECRETARY NEXEN, INC. Ms. Groves is Manager, Governance Office, and Assistant Secretary of Nexen Inc., a Canadian-based senior international oil and gas company listed on the TSX and NYSE. With over 17 years experience in subsidiary and public company governance and compliance for Canada, the U.S. and numerous international jurisdictions, she currently manages Nexen s governance and securities compliance, oversees the trading in company securities program and supervises stock-based compensation administration. She has a leadership role in corporate governance issues, overseeing Nexen s governance disclosure. In 2004, Nexen won the Corporate Reporting Award for Excellence in Corporate Governance Disclosure from the Canadian Institute of Chartered Accountants. In 2005, Nexen was the first ever recipient of the Governance Gavel Award for Director Disclosure from the Canadian Coalition for Good Governance. Sylvia regularly presents on governance and Nexen s practices at various Canadian and international forums including, the Sheldon Chumir Foundation for Ethics in Leadership, the Institute of Corporate Directors (Canada), the National Directors Institute (U.S.) and the Investor Relations Institute of China. Her article, Where the Rubber Meets the Road - Governance Practices and Insights from an Award Winning Company is published in the International Journal of Business Governance and Ethics. Ms. Groves received her paralegal diploma in She is a director and President of the Canadian Society of Corporate Secretaries and a member of the Institute of Corporate Directors (Canada) and the Society of Corporate Secretaries & Governance Professionals (U.S.).

4 As Managing Director of Global Board Services, Mr. King has overall responsibility for board of director assignments and corporate governance consulting within the firm. He also leads CEO recruiting assignments for large public companies. CHARLES KING MANAGING DIRECTOR, GLOBAL BOARD SERVICES KORN/FERRY INTERNATIONAL Mr. King came to Korn/Ferry from another New Yorkbased executive recruiting firm, where he established that firm s board practice. He has successfully recruited directors for many of the top companies in the U.S., including Aetna, Daimler-Chrysler, Circuit City, Con Edison, Exxon-Mobil, Goodyear, Nordstrom, Southern Company and numerous others, and is particularly well known for his ability to identify and recruit diversity candidates for board service. A frequent speaker on the governance circuit, he has addressed audiences in the U.S., Europe and Latin America. Earlier, Mr. King was the Managing Director of Donaldson Enterprises, a New York-based private equity firm. A graduate of the United States Coast Guard Academy with a BS in electrical engineering, Mr. King earned his MBA in finance from the Yale School of Management. Mr. King served as an officer in the United States Coast Guard, holding a variety of high visibility command and staff assignments, including duty as military aide to Vice President George Bush.

5 Thomas F. Kissinger joined The Marcus Corporation in 1993 as Director of Legal Affairs and Secretary, was promoted to General Counsel and Secretary in 1994 and promoted to Vice President, General Counsel and Secretary in He oversees the operation of the Corporation s legal department including matters relating to the ownership, operation and development of Marcus Theatres and Marcus Hotels and Resorts. He also serves on the Corporation s Investment Committee. THOMAS KISSINGER THE MARCUS CORPORATION THE UNIVERSITY OF CHICAGO Prior to joining The Marcus Corporation, he was an associate with Foley & Lardner for five years where his practice included corporate finance, mergers and acquisitions. Prior to his position with Foley & Lardner, he was a Senior Tax Accountant with Arthur Andersen & Co. Mr. Kissinger served as Director of the Great Lakes Hemophilia Foundation and the Blood Center of Southeastern Wisconsin. He currently serves on the Board of Directors of the Waukesha County Action Network. Mr. Kissinger received his bachelor s degree in accounting from the University of Illinois in 1982 and earned his Juris Doctor from George Washington University in 1988 where he also served as Senior Managing Editor of the Law Review. Mr. Kissinger and his wife, Nancy, have three children: Peter, Austin and Kamryn. He is a resident of Hartland, Wisconsin.

6 Christine M. Marx is the General Counsel and Corporate Secretary of The St. Joe Company, one of Florida's largest real estate development companies and the owner of over 800,000 acres in Northwest Florida. Prior to joining JOE in 2003, Chris had been in private practice with Duane Morris LLP (2 years), Edwards & Angell LLP (17 years) and Sullivan & Cromwell (5 years), concentrating her legal practice in securities and corporate law and corporate governance. As such, she has advised boards of varying-sized public companies in a variety of industries on their duties and responsibilities and has worked on numerous public offerings, mergers and acquisitions and going private transactions. Chris is a graduate of the University of Dayton (BS, Accounting) and Columbia University School of Law. CHRISTINE M. MARX GENERAL COUNSEL & CORPORATE SECRETARY THE ST. JOE COMAPNY

7 Martin Traber is a partner with Foley & Lardner LLP, where he is a member of the firm s Transactional & Securities and Private Equity & Venture Capital Practices and its Emerging Technologies Practice. Mr. Traber s practice focuses on corporate securities and public companies. Formerly a partner in the 500-attorney Cleveland, Ohio, firm of Arter & Hadden, he served 10 years on the firm's Management Committee (including a term as chief executive) and was national chairman of both the Business and Corporate Department and of the Marketing and Business Development Committee. MARTIN A. TRABER PARTNER FOLEY & LARDNER LLP Mr. Traber has practiced in corporate finance and securities law for over 30 years. His areas of emphasis include representation of companies in public and private securities offerings, roll-ups, and mergers and acquisitions. He represents several public and privatelyheld technology clients. Mr. Traber served as an associate professor of law at Cleveland State University School of Law, where he developed and taught a course on financing. He graduated magna cum laude and first in his class from Indiana University School of Law in 1970, where he was an associate editor of the Law Review. Mr. Traber is listed in The Best Lawyers in America.

8 SKILLS EVALUATION NAME: Please complete the second column of the matrix with respect to your own skills and experience using the following scale: 1 - No or limited application no or limited direct or relevant experience or knowledge 2 - Basic application some limited experience or knowledge in the area but not at a Senior Executive level and / or not in the oil and gas industry 3 - Skilled application significant operational experience and knowledge in the area but not at a Senior Executive level 4 - Expert application Senior Executive experience in function, role or knowledge area Director Skill Table Skill / Experience Description Managing / Leading Growth - Senior executive experience driving strategic insight and direction to encourage innovation and conceptualize key trends to continuously challenge the organization to sharpen its vision while achieving significant organic growth. International - Senior executive experience working in a global organization where we are or may be active. Has a thorough understanding of different cultural, political and regulatory requirements. CEO / Senior Officer - Experience working as a CEO or senior officer for a major organization with international operations. Exploration - Experience as a senior executive or top functional authority leading an exploration department in a major upstream or integrated exploration and production company. May have formal education in geology, geophysics, or engineering. Human Resources - Senior executive experience or board Compensation / Human Resources Committee participation with a thorough understanding of compensation, benefit and pension programs, legislation and agreements. This includes specific expertise in executive compensation programs including base pay, incentives, equity and perquisites. Oil and Gas - Senior executive experience in the oil and gas industry combined with a strong knowledge of our strategy, markets, competitors, financials, operational issues, regulatory concerns and technology. Governance / Board - Prior or current experience as a board member for a major Canadian organization (public, private or non-private sectors) with international operations. Financial Acumen - Senior executive experience in financial accounting and reporting, and corporate finance, especially with respect to debt and equity markets. Familiarity with internal financial controls. Safety, Environment and Social Responsibility (SESR) - Thorough understanding of industry regulations and public policy related to workplace safety, environment and social responsibility. May have had an active leadership role in the shaping of public policy in Canada and abroad. Demonstrated commitment to our SESR values. Diversity - Contributes to the board in a way that enhances perspectives through diversity in gender, ethnic background, geographic origin, experience (industry and public, private and non-profit sectors), etc. Marketing Expertise - Senior executive experience in the energy marketing industry combined with a strong knowledge of our strategy, markets, competitors, financials, operational issues and regulatory concerns. Level

9 SKILLS EVALUATION MATRIX This chart on the following page sets out the skills of the board of directors. Each of the parameters was measured by the individual director, using the following scale: 1 No or limited application - no or limited direct or relevant experience or knowledge 2 Basic application - some limited experience or knowledge in the area but not at a Senior Executive level and / or not in the oil and gas industry 3 Skilled application - significant operational experience and knowledge in the area, but not at a Senior Executive level 4 Expert application - Senior Executive experience in function, role or knowledge area On each parameter, the board as a whole can have a maximum score of [4 times number of directors]. Higher scores indicate high levels of experience already present on the board. Lower scores identify areas in which the board may wish to obtain additional expertise over time, via recruitment or education. The following factors are notable: The board has exceptionally strong experience in the areas of [areas at 90+ percentile]. There is strong experience in the areas of [areas at 80+ percentile]. There is good experience in the areas of [areas at 70+ percentile]. Opportunities to strengthen the board are greatest in the areas of [areas at lower percentiles]. The board, as a whole, is at the [number] percentile. [Can add year-over-year information here, if applicable.]

10 SKILLS EVALUATION MATRIX Skill A B C D E F G H I J K L Totals % Growth International CEO Exploration HR Oil and Gas Governance Financial SESR Diversity Marketing TOTALS Managing / Leading Growth - Senior executive experience driving strategic insight and direction to encourage innovation and conceptualize key trends to continuously challenge the organization to sharpen its vision while achieving significant organic growth. International - Senior executive experience working in a global organization where we are or may be active. Has a thorough understanding of different cultural, political and regulatory requirements. CEO - Experience working as a CEO or senior officer for a major organization with international operations. Exploration - Experience as a senior executive or top functional authority leading an exploration department in a major upstream or integrated exploration and production company. May have formal education in geology, geophysics, or engineering. Human Resources - Senior executive experience or board Compensation / Human Resources Committee participation with a thorough understanding of compensation, benefit and pension programs, legislation and agreements. This includes specific expertise in executive compensation programs, including base pay, incentives, equity and perquisites. Oil and Gas - Senior executive experience in the oil and gas industry combined with a strong knowledge of our strategy, markets, competitors, financials, operational issues, regulatory concerns and technology. Governance / Board - Prior or current experience as a Board member for a major Canadian organization (public, private or non-private sectors) with international operations. Financial Acumen - Senior executive experience in financial accounting and reporting, and corporate finance, especially with respect to debt and equity markets. Familiarity with internal financial controls. Safety, Environment and Social Responsibility (SESR) - Thorough understanding of industry regulations and public policy related to workplace safety, environment and social responsibility. May have had an active leadership role in the shaping of public policy in Canada and abroad. Demonstrated commitment to our SESR values. Diversity - Contributes to the board in a way that enhances perspectives and experiences through diversity in gender, ethnic background, geographic origin, experience (industry and public, private and non-profit sectors), etc. Marketing Expertise - Senior executive experience in the energy marketing industry combined with a strong knowledge of our strategy, markets, competitors, financials, operational issues and regulatory concerns. 2

11 THE SIXTH ANNUAL NATIONAL DIRECTORS INSTITUTE Process Skills Matrix Tight Specifications Broad Reach Limit Size of Pool Transparency References Be Decisive Impediments/Obstacles Unrealistic Expectations Time Commitment Meeting Date Conflicts Director Compensation and Risk are not obstacles Scheduling interviews Diversity Recruiting Expectations Don t be afraid of first time directors Leverage existing relationships Research (Professional Organizations, e.g. ELC, HACR.) Beware of Top 50 or Most Powerful lists

12 THE SIXTH ANNUAL NATIONAL DIRECTORS INSTITUTE XYZ International Board of Directors Skills Matrix Director Operations Experience Compensation Expertise Industry Experience Regulatory Experience US Public Board IPO Experience Experience (US) Financial Expert M&A Experience Active/ Retired Independent Global Diversity Name Retired Name Active Name Retired Name Retired Name Active Name Retired Name Retired Shaded areas merit attention

13 THE SIXTH ANNUAL NATIONAL DIRECTORS INSTITUTE Board IT Priorities in Addressing Technology LOW Information and Technology s Strategic Value HIGH Priorities Type1: IT supports the business Use technology to help business run more smoothly Ensure reliable support and ease of day-to-day operations at minimal cost Type 2: IT supports Type 3: IT provides Type 4: IT competitive competitive is the business advantage advantage Use technology to Use technology to Lead industry improve or improve or through best use support some key support many key of technology areas of the areas of the business business Constantly seek to improve Determine which Select and use technology areas would technology with improve or benefit from goal of competing maintain strategic technology and more effectively position improve/support those areas at Manage IT-related Manage large IT minimal cost investments and investments and risks risks Ad hoc or regular audit review Address IT by IT as commodity Regular audit Frequent audit Regular agenda review review, or agenda item May be reviewed item when needed as part of business for project IT Committee function implementation IT as strategic differentiator Board IT Priorities Board s oversight of IT will change based on Competing priorities The current Strategic Value of IT to the company Legal and regulatory requirements associated with IT issues Technology literacy/comfort of board/committees Best vehicle for board and corporate culture Board may address IT as part of a larger and more business-oriented objective, as a separate item, or, most commonly, as a hybrid Triggers for placing IT on the board s agenda Traditional triggers A crisis natural disaster takes out a data center Y2K competitive crisis) An event Outsourcing core system replacement Regulatory Triggers Data protection Financial controls Less obvious triggers Focused assessment of IT component in key business initiatives Monitoring/questioning of general impact of IT on operations/ competitiveness

14 THE SIXTH ANNUAL NATIONAL DIRECTORS INSTITUTE Triggers for placing IT on the board s agenda Recommendations Understand that the role of board and its committees will change based on the companies current needs- understand triggers impacting your company Improving technology literacy on board /committees board orientation Create processes that enable IT to be addressed in context and more holistically by the board, rather than as a series of one off events James R. Kalyvas Chair IT & Outsourcing Practice Foley & Lardner LLP Bringing it Together What you can do Differently Next Quarter Determining the Board s role Assess both the state of the business and the role of IT in the business No one size fits all Changing emphasis on Board s role between monitoring and advising Consider immediate change with regard to key events Outsourcing ERP Plan the Board s role Agree on an approach for this year how often on the agenda what topics who leads from management how IT integrates with the overall agenda

15 THE SIXTH ANNUAL NATIONAL DIRECTORS INSTITUTE Questions