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RiskMetrics Group Webcast Series

January 26, 2010

To Director Education Provider:

As you know, RiskMetrics Group and its predecessor, ISS, has been accrediting director education programs since 2001.

We began accrediting director education programs to ensure directors were exposed to broader debates around corporate governance best practices. This meant hearing the perspectives of institutional investors - not simply the perspectives of the Business Roundtable and corporate lawyers. We hoped that exposure to a broader debate might result in directors carrying some of these ideas back to the boardroom. To encourage directors to participate in accredited programs, we included director education in our Corporate Governance Quotient (CGQ) rating system.

Over the past several years, we have seen tremendous improvements in the quality and quantity of such programs. Director education programs are also becoming more specialized, looking at finance, risk oversight and other aspects of the director’s job in addition to corporate governance. Recent changes in disclosure requirements will provide investors with more detailed information about the qualifications and backgrounds of board members.

In light of the increased professionalism and specialization in Director Education, we have decided that there is no longer a need for us to accredit such programs. Therefore, programs which take place after March 1, 2010 will not be accredited and should not carry the RiskMetrics Director Education program logo.

Please also note that RiskMetrics will soon be introducing the successor to CGQ, Governance Risk Indicators™. Governance Risk Indicators provide a new, transparent global methodology for rating corporate issuers on their corporate governance structures, based on best practices as encapsulated in RiskMetrics’ benchmark policies. Market participants will also be able to identify and suggest improvements to the methodology, which will be evaluated annually in parallel with RiskMetrics’ policy updates. As it is closely aligned with our proxy voting policies, the new rating methodology does not include a factor related to director education. More information on Governance Risk Indicators can be found at our microsite www.riskmetrics.com/grid-info.

We appreciate all you have done and continue to do to enhance the professionalism and quality of director education. If you should have any questions about our decision, please feel free to contact me.

Yours sincerely,

 
Stephen Harvey

Stephen Harvey
Head of Governance Services
RiskMetrics Group




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