Agenda At A Glance

Main Conference Day Two: Friday, November 1 6, 2 012

8:30 Co-Chairs’ Remarks

8:35 DOJ & SEC Q&A on the Disclosure, Cooperation and Global Compliance Expectations

Kara N. Brockmeyer
Chief, FCPA Unit, Division of Enforcement
U.S. Securities and Exchange Commission

Jeffrey H. Knox
Principal Deputy Chief,
Fraud Section - Criminal Division
U.S. Department of Justice

Panel Moderator

Homer E. Moyer
Partner
Miller & Chevalier Chartered

For the second year in a row and direct response to your requests, attendees will once again be provided with the opportunity to pose their most pressing questions directly to senior-level enforcers at the DOJ and SEC. Topics to be addressed during this session will include:

SEC "neither-admit-nor-deny" settlement policy
Voluntary disclosure, cooperation, a strong compliance program, and aggressive remediation
- discussing what weight they are accorded in declinations, charging decisions, and penalty calculations
The tipping points - discussing what criteria the Government weighs when deciding whether or not to initiate an industry-wide investigation or “sweep” and when to end a sweep
Rising global FCPA compliance expectations for multi-national companies - what your company should be doing in light of US, OECD, and UK guidelines

Confidential questions can also be submitted in advance of the conference to FCPAQuestions@americanconference.com

9:30 The Role of the Board in FCPA Compliance: How to Effectively Communicate with the Board and Ensure Board Buy-In and Support of Your FCPA Compliance Initiatives

Louis A. Raspino
Member, Board of Directors, Dresser Rand, Inc.
Member, Board of Directors, Forum Energy Technologies

Henry T.A. Moniz
Chief Compliance Officer, Chief Audit Officer and Global
Head of Strategic Business Practices
Viacom Inc.

Mark F. Mendelsohn
Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP

Wallace W. Dietz — Panel Moderator
Member
Bass, Berry & Sims PLC

During this exclusive session hear from a panel comprised of senior FCPA counsel experienced in interacting with Board Members within the context of an FCPA investigation as well as a current Board Member and former CEO as they share with you their insights on:

The role of the Board in FCPA compliance - expectations, training and education
How to obtain Board buy-in and support of your compliance program
How to translate day to day Board oversight into your FCPA compliance program
When and how a company should disclose a discovered or potential issue to the government
Addressing Board expectations concerning oversight, engagement and management
Communication - what is the right level of communication with the Board?
Independence of Audit Committees and the Board - when to get legal counsel

10:30 Coffee Break

10:45 10 Trip Wires to Avoid When Conducting an FCPA Internal Investigation

Jason Jones
Assistant Chief, Fraud Section, Criminal Division
U.S. Department of Justice

Matthew L. Stennes
Principal Litigation Counsel
Government and Internal Investigations
Medtronic, Inc.

Lawrence Oliver
Chief Counsel, Investigations
The Boeing Company

Claudius Sokenu
Partner
Arnold & Porter LLP

David Raskin — Panel Moderator
Partner
Clifford Chance LLP

During this interactive session be engaged in a practical discussion of what not to do while conducting an internal investigation. Learn what the most common pitfalls are as well as what steps your company can take to minimize or even prevent later prosecution when

Outlining the scope of the investigation - delineating when the investigation is too broad vs. not broad enough
Coordinating the investigation between the company, outside counsel and accounting firms
Preserving data/documents - how to ensure key documents/data are preserved throughout the process
Deciding when the investigation has been exhausted - knowing when to stop vs. look further
Determining what to do with the results of the investigation - what rises to the level of reportable activity vs. what can be solved through self-correction

11:45 FCPA Internal Controls amid Increased SEC Expectations: What Your Books and Records Need to Accomplish

Tracy Price
Assistant Director
FCPA Unit, Division of Enforcement
U.S. Securities and Exchange Commission

Gregory Meredith
Senior Vice President and Associate General Counsel
JP Morgan Chase

Paul R. Berger
Partner
Debevoise & Plimpton LLP

Sulaksh Shah — Panel Moderator
Director, Forensic Services
PwC, LLP

How fraud controls and financial internal controls intersect
Key controls to detect improper payments and fraud - what enforcement agencies will expect you to have in your files
Document retention policies that work and those that do not
How to recognize the red flags in your paper trail
Best practices for handling coding and expense accounts
Facilitating payments - how to record them post-UK Bribery Act

1:00 Luncheon for Attendees and Speakers

2:15 How to Create Robust, Culturally-Sensitive and Practical Guidelines for Gifts, Entertainment and Hospitality in High Risk Markets: A Guide to What You Can Do

Scott Baucum
Global Director, Business Conduct
Monsanto Co.

Brian Moffatt
Chief Compliance Officer
Ensco

Michael Hartman
Senior Vice President, Legal and Regulatory Affairs
DIRECTV Latin America

Bethany Hengsbach
Partner
Sheppard Mullin Richter & Hampton LLP

Raymond Banoun — Panel Moderator
Partner
Cadwalader, Wickersham & Taft LLP

Contractually-mandated hospitality - how to handle it and what is reasonable
Pure hospitality (“relationship building”) - when is it considered promotion, demonstration, or explanation of products and services
Gifts and meals - identifying what is reasonable vs. customary and who decides where the line is drawn
Establishing effective business travel guidelines
Overcoming cultural sensitivity challenges, particularly in high risk regions
Summary of applicable local rules for gifts and entertainment in key foreign jurisdictions
Implementing a program to monitor and audit hospitality payments

3:15 Refreshment Break

3:30 Uncovering FCPA Risk in M&As: How to Conduct Effective Pre-Merger Due Diligence to Detect Risk and Mitigate Potential Successor Liability

Joseph M. Azam
Compliance & Ethics Counsel
Oracle

Martin Weinstein
Partner
Willkie Farr & Gallagher LLP

Kenneth L. Wainstein
Partner,
Cadwalder, Wickersham & Taft

Cheryl J. Scarboro
Partner
Simpson Thacher & Bartlett LLP

What prospective acquirers should look for in a target’s anti-corruption compliance
–– governing legal framework
–– policies and procedures, training, auditing and internal controls
–– historical risk issues
What to do if pre-merger due diligence efforts reveal problems
–– evaluating public disclosure obligations under ad hoc and materiality standards
–– pros and cons of disclosure to authorities in relevant countries
–– conducting additional due diligence or investigatory work
–– role of outside counsel and forensic auditors
–– interviews/evidence summaries/real time updates
Assessing regulatory risks prior to closing and other transactional issues
Post-closing issues
–– compliance programs and internal controls in the new entity
–– evaluating post-closing disclosure obligations
–– addressing post-closing investigations and regulatory obligations

4:15 Managing the Collateral Fallout: How to Minimize Downstream Exposure to Private Litigation Post-FCPA Investigation/Settlement

From the Defense Perspective:

Samuel W. Cooper
Partner
Baker Botts LLP

From the Plaintiff's Perspective:

Christine S. Azar
Partner
Labaton Sucharow LLP

During this session gain proactive risk management strategies for minimizing your company or client’s downstream exposure to litigation or enforcement arising out of an FCPA investigation/settlement. Topics to be discussed during this panel will include defensive litigation strategies for responding to: