A CEO’s Virtual Mentor Episode 12

Shareholder Activism – The Vulnerability Framework; Board Governance & Effectiveness; and a Conversation with WEC Energy Group CEO Allen Leverett

Guests include:

Chris Young, Managing Director and Head of the Contested Situations Group, Credit Suisse Allen Leverett, President and CEO of WEC Energy Tanuja Dehne, Corporate governance expert and independent director of publicly-traded companies. If you haven’t joined us in a while, you may have missed the announcement that we formed two companies under Leadership Lyceum’s brand: Lyceum Leadership Consulting which provides executive and board of director’s search, board effectiveness review, and an array of services for successor development and board-readiness. And Lyceum Leadership Productions which brings you this podcast.

Segment I - a continuation of our discussion on Shareholder Activism with Chris Young from Credit Suisse. We will cover what Chris describes as The Vulnerability Framework. We will discuss the conditions that make a company particularly vulnerable to activism. Segment II - a conversation with Allen Leverett, President CEO of WEC Energy Group in Milwaukee. We will discuss how WEC has reshaped itself through M&A over the last 10 years into a vastly different company that serves 4.4 million customers across 4 states in the upper Midwest. Segment III - a continuation of our discussion with Tanuja Dehne on impediments to boardroom effectiveness. Famous Last Words - In our last episode, Episode 11, we introduced a spot called Famous Last Words. We intersperse excerpts from MGM’s 1954 movie Executive Suite starring William Holden, Barbara Stanwyck, and Fredric March. For you utility enthusiasts, it also stars the PPL Building (Pennsylvania Power & Light) in Allentown, Pennsylvania as the exterior of the Tredway Corporation. The plot backdrop -- Avery Bullard, President of the Tredway Corporation has died. But he never named a clear successor, so the Board members must choose. The most likely candidate is Loren Shaw, a skilled businessman with a high degree of financial acumen. Their intense and consequential boardroom discussion will weave through our episode. Thanks for joining us. We can’t improve without your feedback – write us through our website www.LeadershipLyceum.com and subscribe on iTunes. See you next time.



Informative and Helpful Links

The Lyceum’s Well-Tuned Governance Model

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Program Guide Episode 12

Shareholder Activism – The Vulnerability Framework; Board Governance & Effectiveness;

and Conversation with Wisconsin Energy CEO Allen Leverett

0:30 Introduction to Lyceum’s brands and the podcast Episode 12

1:44 Introduction of Famous Last Words spot – MGM’s Executive Suite

3:47 Famous Last Words spot – MGM’s Executive Suite plot summary

2:35 Famous Last Words – Executive Suite 1/5

3:22 Break 1

3:36 Introduction to Segment I – Shareholder Activism with guest Chris Young, Managing Director of Credit Suisse on The Vulnerability Framework

7:20 Famous Last Words – Executive Suite 2/5

8:28 Break 2

8:41 Segment I (cont.): Chris Young of Credit Suisse

15:26 Famous Last Words – Executive Suite 3/5

17:17 Break 3

17:32 Wrap up of Segment I on Shareholder Activism and preview of next month’s Episode 13 with the final chapter in the series with Chris Young.

17:48 Introduction of Segment II: Interview with Allen Leverett, CEO of WEC Energy Group

27:28 Break 4

27:51 Segment II (cont.): Interview with Allen Leverett

41:30 End of Interview with Paul Bonavia

33:45 Break 5

34:06 Segment II (cont.): Interview with Allen Leverett

37:03 End of Interview with Allen Leverett

37:08 Famous Last Words – Executive Suite 4/5

38:22 Break 6

38:35 Introduction to Segment III – Corporate Governance and Board Effectiveness, a continuation of our discussion with Tanuja Dehne on impediments to boardroom effectiveness.

45:34 End of Segment III and preview of next month’s Episode 13 with Tanuja Dehne

45:45 Conclusion of Famous Last Words with Executive Suite 5/5



Biographies of Guests

Mr. Chris Young

Chris Young has been Managing Director and Head of the Takeover Defense Practice at Credit Suisse AG and Credit Suisse Group since June 1, 2010. Until May 2010, Mr. Young served as the Director of M&A and Proxy Fight at Institutional Shareholder Services (ISS). While at ISS, Mr. Young was responsible for analyzing contentious M&A transactions, proxy fights and corporate governance issues and providing proxy voting and tender offer recommendations for ISS institutional investor clients.

Mr. Young also helped to facilitate a constructive dialogue between ISS...

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