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NASDAQ And Corporate Board Member Magazine Roll Out Third Series Of Educational Board Governance Webcasts

Date 04/11/2003

The NASDAQ Stock Market, Inc. (NASDAQ®) and Corporate Board Member magazine today introduced six new webcasts as part of their joint Internet-based Director Education Program, the "Board Governance Series."

The new webcasts feature recognized governance experts and board advisory firms offering best practices and advice for directors of publicly traded companies.

"NASDAQ has partnered with Corporate Board Member magazine to provide directors with tools and resources focusing on important corporate governance issues. This educational webcast series helps inform board members on the latest trends from leading governance experts. These resources provide insightful findings and key developments that can assist directors to better perform their critical roles, which ultimately benefits the investor," said, Edward S. Knight, Executive Vice President and General Counsel, The NASDAQ Stock Market.

In one of the more anticipated webcasts, "When the Pendulum Swings Too Far: Good Governance vs. Excessive Oversight," Richard Steinberg, of the corporate governance practice at PricewaterhouseCoopers, outlines the unintended consequences of corporate reform, such as areas in which directors are operating too much in a check-and-balance mode.

And in the "Guidelines for Conducting Board Evaluations" webcast, Susan S. Boren, a managing partner at Spencer Stuart, outlines the many aspects directors should consider in a successful board evaluation, such as board size and composition, board committee structure, quality of board discussion, level of director participation, and effectiveness of executive sessions.

"Our experience over the last year shows that more and more directors are finding webcasts a convenient tool to obtain board and governance information," said TK Kerstetter, president of Board Member Inc./Corporate Board Member. "With all the events and regulation that continue to emanate out of Washington, there is certainly no shortage of topics affecting today's board members. Our goal is still to simplify the groundswell into manageable bites for the average director."

Martin Bienenstock, a partner at Weil Gotshal & Manges LLP, presents "Board Guidelines for Recognizing and Managing Financial Distress." Bienenstock discusses how directors, as part of their duty of care, can develop a system aimed at detecting problems in time to solve them, as well as how to avoid a "death spiral" if an unanticipated problem arises.

Another webcast, "Recognizing the New Risks of Serving on a Corporate Board," features William Cotter, chief underwriting officer and senior vice president of National Union Fire Insurance Company of Pittsburgh, Pa.®, a member company of American International Group Inc. Cotter reviews the potential unintended legal risks of the Sarbanes-Oxley Act for today's directors.

Additional webcast topics include emerging trends in board governance and the board's role in risk oversight and crisis management presented by Edward Knight, executive vice president and general counsel of NASDAQ, and Gerald Backman, a senior partner at Weil, Gotshal & Manges LLP, respectively.

NASDAQ and Corporate Board Member launched their joint Internet-based Director Education Program in December 2002. The complete set of Board Governance Series webcasts is accessible at multiple website locations, including www.nasdaq.com and www.boardmember.com . There is no fee for access, and webcasts can be viewed at any time. In addition, Volume II of the printed Board Governance series webcasts is now available for purchase. More webcasts, supplements, and guidance will follow, as the series is designed to cover a myriad of critical board topics.