FCPA BOOT CAMP. January 27 28, 2015 Four Seasons Hotel Houston, TX Half Day Workshops January 29, 2015

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1 American Conference Institute s 9 th Houston FCPA BOOT CAMP Focus on Joint Venture Risks January 26, 2015 CPE/CLE January 27 28, 2015 Four Seasons Hotel Houston, TX Half Day Workshops January 29, 2015 TASA Hear from Senior USDOJ and SEC Officials: William Stellmach Acting Chief, Fraud Section Criminal Division U.S. Department of Justice (Washington, DC) Senior In House Executives Share How They Keep Their Anti-Corruption Program Current: ABB BAE Systems Baker Hughes BP Chevron Dell Dresser-Rand Ensco International Exxon Mobil Fermaca GDF SUEZ Energía de México Halliburton Hercules Offshore Drilling KBR Marathon Oil McDermott International Monsanto Noble Energy Occidental Petroleum Parker Drilling Shell Oil UPS Weatherford Zimmer Holdings Boost Your Knowledge with our Interactive Programs: Full Day Seminar January 26, 2015 Navigating Joint Venture Risks: Strategies to Set Up Proper Controls and Minimize Risk A B Jonathan Scott Assistant Regional Director, Enforcement (FCPA Unit) U.S. Securities & Exchange Commission Half Day Workshops January 29, 2015 Focus on FCPA Compliance Audits: Practical Walkthrough of Anti-Corruption Audit Programs and Testing Procedures Third Party Management Benchmarking LAB (Learn, Analyze, Brainstorm) Sponsored By: What s New for 2015: Regional Focus on Highest Risk Countries Mexico Energy Reform How to access recently opened energy market amid heightened FCPA risks Russia Sanctions How 50 percent rule could affect your existing business relationships Africa Heightened risks for multinationals and how to access the data you need to remain compliant China and Mexico How to respond to more frequent police, security and PR extortion schemes New Formats to Promote Networking Champagne Roundtables Unwind at the end of the day with your peers and discuss anti-corruption best practices Benchmarking LAB on third party management Interactive Breakout Sessions learn by sharing as you participate in a valuable discussion with your colleagues in small groups How to Innovate Your FCPA Compliance Program Tools to Build a Risk Heat Map Using Data Analytics How to Keep Your Anti-Bribery Program Fresh Ways to Minimize Corruption Risks During the Bid/Tender Process Third Party Monitoring Scenarios Increased Use of Compliance Audits Strategies to Manage Different Types of Whistleblowers What Recent Enforcement Actions Reveal on: Data Privacy Restrictions That Affect your Investigative and Due Diligence Process How to Respond to Explosion of Whistleblower Claims that Create Excessive Demands on Legal, Compliance and HR Proactive Strategies When Your Business is in FCPA Enforcement Headlines How to Identify a Government Official post Esquenazi New Limits on Attorney-Client Privilege re Walmart Slush Funds: How to Take a Deeper Look at Your Marketing, Promotion and Sales Expenses Lead Sponsor: Exhibitor: Register Now

2 Houston FCPA Boot Camp is the premier anti-corruption program in the South. This highly interactive Boot Camp offers a sophisticated audience and speaker faculty, and the latest guidance on how to strengthen your anti-corruption program. FCPA enforcement remains strong in 2014 with settlements from Smith & Wesson, Hewlett- Packard and Alcoa as well as a recent uptick in investigations under the UK Bribery Act. ACI research revealed that data privacy, energy reform in Mexico, data analytics and third party monitoring are top of mind for FCPA compliance professionals. The 2015 Houston program has been updated to reflect the evolving area of FCPA compliance and provide new ideas for updating your anti-bribery compliance program. Participate in the conference through our new INTERACTIVE sessions: Audience Participation Breakout Sessions Learn from your peers in these small interactive sessions on the following topics: Responding to Extortion Schemes in Mexico and China The Evolving Role of the Chief Compliance Officer Complying with New Sanctions Restrictions in Russia and Ukraine Champagne Roundtables End your day informally as you relax and with your industry counterparts about FCPA compliance. You can sign up in advance to sit with your peers in one of the following industries: Extractive Industries, Technology, Consumer Goods and Retail, Life Sciences and Healthcare Third Party Management Benchmarking LAB (Learn, Analyze, Brainstorm) This new format is designed to allow active participation from both the speakers and the participants. Attendees will be seated in roundtables led by facilitators for the entire program. By the end of the session, you will have met and shared compliance best practices with all the LAB attendees. You are guaranteed to walk-away with new ideas and potential solutions for your compliance challenges. ACI Boot Camps are different. This Houston program is advanced and designed to provide the latest guidance through case studies, war stories and best practices. Whether you are new to this area or need a comprehensive refresher, this program will improve your knowledge and provide practical skills that can be implemented when you get back to your office. Group pricing is available! Send your entire team and register early as this conference will sell out. Registrations will be taken on a first-come first-serve basis. Call , fax your registration to or register online at Who Attends This Event Each Year? Corporate Counsel - International Trade Counsel - Import/Export Compliance - Trade and Regulatory Counsel Compliance Officers Ethics Officers Directors, Import Export Compliance Directors, Business Conduct Forensic Accountants Auditors GLOBAL SPONSORSHIP OPPORTUNITIES Certified Fraud Examiners Directors, Corporate Audits & Investigations International Contract Managers Attorneys practicing in the following areas: - International Trade - Corporate Compliance - White Collar Crime - Internal Investigations - Anti-Money Laundering - Corporate Governance With more than 300 conferences in the United States, Europe, Asia Pacific, and Latin America, American Conference Institute (ACI) provides a diverse portfolio devoted to providing business intelligence to senior decision makers who need to respond to challenges spanning various industries in the US and around the world. For more information about this program or our global portfolio of events, please contact: Wendy Tyler, Head of Sales, American Conference Institute Tel: x5242 w.tyler@americanconference.com CLE CONTINUING LEGAL EDUCATION CREDITS Accreditation will be sought in those jurisdictions requested by the registrants which have continuing education requirements. This course is identified as nontransitional for the purposes of CLE accreditation. ACI certifies that the activity has been approved for CLE credit by the New York State Continuing Legal Education Board. ACI certifies that this activity has been approved for CLE credit by the State Bar of California. You are required to bring your state bar number to complete the appropriate state forms during the conference. CLE credits are processed in 4-8 weeks after a conference is held. ACI has a dedicated team which processes requests for state approval. Please note that event accreditation varies by state and ACI will make every effort to process your request. Questions about CLE credits for your state? Visit our online CLE Help Center at CONTINUING PROFESSIONAL EDUCATION CREDITS American Conference Institute (ACI) will apply for Continuing Professional Education credits for all conference attendees who request credit. There are no pre-requisites and advance preparation is not required to attend this conference. Course objective: Instruction on FCPA and Anti- Corruption compliance with regard to inappropriate payments. Recommended CPE Credit: 13.0 hours. An additional 4.0 credit hours will apply to each workshop. ACI is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, or by visiting the web site: TASA APPROVED TRAINING ACI certifies that this activity has been approved for TASA course credit in the amount of 12 credit hours. An additional 2 credits will apply to working group A and B participation. TASA candidates are required to complete the appropriate TASA forms during the conference. TASA credits are processed in 1-3 weeks after a conference is held. TRACE Anti-Bribery Specialist Accreditation (TASA) is a comprehensive training and certification program focused on anti-bribery compliance. To learn more about accreditation, please visit or contact Virna Di Palma at dipalma@traceinternational.org.

3 Day 1 Tuesday, January 27, :30 Registration Begins and Continental Breakfast 8:30 Co-Chairs Opening Remarks Sangita Patel Senior Compliance Counsel Chevron (San Ramon, CA) Jeffrey H. Knox Simpson Thacher & Bartlett LLP (Washington, DC) Former Chief, Fraud Section, Department of Justice 8:45 How to Update Anti-Corruption Programs in Response to Global Enforcement Convergence and the Strategies You Should Consider for 2015 Kwesi Baiden Chief Compliance Officer Ensco International (Houston, TX) Natalia G. Shehadeh Vice President & Chief Compliance Officer Weatherford (Houston, TX) Joseph Burke Chief Compliance Counsel Dell (Austin, TX) Marsha Gerber Panel Moderator Norton Rose Fulbright LLP (Houston, TX) Institutionalizing compliance as an essential part of your business process Leveraging technology to monitor compliance Engaging your global business units in FCPA awareness How to stretch your compliance budget across the global organization Implementing a renewed focus on anti-corruption training into your entire organization Modifying your compliance program in light of current enforcement actions 9:45 Focus on Mexico Energy Reform and Corruption Landscape: How to Access New Business Opportunities in Energy Market Amid Heightened FCPA Risks Raúl Félix Director Jurídico y Oficial Ético GDF SUEZ Energía de México (Mexico) Enrique Ortiz Casillas Compliance Officer Fermaca (Mexico) Fernando González Basham, Ringe y Correa, S.C (Mexico) Alberto Orozco Director, Forensic Services PwC, LLP (Houston, TX) Review of typical corruption and extortion risks found in Mexico How US companies can participate in the energy market in Mexico Expected types of interaction with government officials Who is the point of contact in the government? Advantages of hiring an intermediary to negotiate handle payments or obtain permits? How to manage potential FCPA concerns How Mexican anti-corruption law differs from the FCPA Will this law help deter corruption? 10:45 Networking Break 11:00 Minimizing Corruption Risks during the Bid and Tender Process: Key Pitfalls to Avoid When Entering a New Market Ryan Hartman Senior Counsel for Regulatory Compliance BP (Houston, TX) William Gordon Assistant General Counsel Hercules Inc. (Houston, TX) Samuel Cooper Panel Moderator Paul Hastings LLP (Houston, TX) Conducting risk assessment targeted to both the specific market and bid/tender process Conducting diligence on potential partners both during and after the bid/tender process Mitigating risks relating to local content requirements Recognizing and responding to red flags in the bid/tender process Contractual considerations rights, obligations, and terms to consider to provide protection in joint ownership/forced joint ownership 11:45 Practical Case Studies on Third Party Monitoring: How to Determine the Right Approach For Complex Third Party Audit Issues Suzanne Kean Vice President, Deputy General Counsel & Chief Compliance Officer McDermott International, Inc. (Houston, TX) Frederick Ratliff Senior Counsel, Anti-Bribery and Corruption Shell Oil Company (Houston, TX) Kathryn Atkinson Member Miller & Chevalier (Washington, DC) The not to be missed panel will discuss complex third party audit scenarios in-depth and provide practical examples on how to handle challenges in obtaining information, conducting interviews and resolving potential hurdles during the due diligence process. Attendees will have an opportunity to join the conversation and discuss how to address issues that arise during the process. Register Now

4 Scenario 1 How to ensure proper access to third party books and records and segregation of information Scenario 2 How to audit an in-country mandated third party: best approach when you didn t choose your partner Scenario 3 What to do when a corruption issues surfaces in a longstanding business relationship 12:45 Networking Lunch 2:00 Breakout Sessions TRACK 1: Responding to the Headlines: Proactive Strategies When Your Contractor, Supplier or Business is Under Investigation Justin Harrison Assistant General Counsel, International Compliance BAE Systems, Inc. (Arlington, VA) Scott Baucum Director, Business Conduct Monsanto Company (St. Louis, MO) Kevin McDonald Chief Compliance Officer Marathon Oil Jeffrey D. Clark Willkie Farr & Gallagher LLP (Washington, DC) Assessing which business relationships present risk and which don t Utilizing contract provisions to protect your company against this type of risk How to gather the information you need Establishing and keeping privilege protection Whether and when to engage enforcement authorities Determining if your company is liable TRACK 2: Interactive Discussion (limited to 50 people) How to Handle More Frequent Police, Security and PR Extortion Schemes: Focus on Mexico and China Risks In Mexico and China, there are new extortion schemes that are more sophisticated and harder to detect. Participate in a confidential session about real world experiences in these markets and strategies for how to resolve them. 3:00 Networking Break 3:15 Breakout Sessions TRACK 1: Practical Review of the Legal Hot Button FCPA Issues Affecting Global Anti-Corruption Programs Jonathan Scott Assistant Regional Director, Enforcement, FCPA Unit U.S. Securities & Exchange Commission (Ft. Worth, TX) Richard Grime O Melveny & Meyers (Washington, DC) Jeffrey H. Knox Simpson Thacher & Bartlett LLP (Washington, DC) Former Chief, Fraud Section, Department of Justice Shareholder plaintiffs access to legal documents post Walmart How to identify a government official post Esquenazi and is DOJ s use of the Travel Act making it redundant? Challenges in coordinating investigations in multiple jurisdictions; double jeopardy, privilege and privacy New priorities for DOJ and UK enforcement investigations Cost effective investigations that pass muster with DOJ/SEC Protecting privilege during investigations and reporting to the government; how realistic is it? TRACK 2: Interactive Discussion (limited to 50 people) Closed Door C-Level Only Dialogue Evolution of the Chief Compliance Officer Role as Strategic Business The role of the compliance officer is constantly evolving and the pressure has never been greater for potential penalties and fines. Participate in a confidential conversation about the challenges and opportunities for compliance executives. 4:15 Breakout Sessions TRACK 1: Hide and Seek: How to Detect Illegal Payments Hidden or Concealed in Your Company s Books and Records Sangita Patel Senior Compliance Counsel Chevron (San Ramon, CA) Denise Messemer Director, Forensic Services PwC, LLP (New York, NY) What types of payments can be disguised as legitimate expenses How to spot illegal payments disguised as commissions and expenses What are the government expectations for your system of internal controls? What the government expects you to have in the files Leveraging technology to identify questionable transactions Analyzing relevant electronic communication Developing and enforcing your document retention policy TRACK 2: Interactive Discussion (limited to 50 people) Complying with New Russian Sanctions and How 50 Percent Rule Could Affect Your Existing Business Relationships J. Daniel Chapman Chief Compliance Officer and Counsel Parker Drilling Company (Houston, TX) Steve Pelak Holland & Hart LLP (Washington, DC) Overview of latest US and EU sanctions on Russia 4 Join the Conversation ACI: / #ACIFCPA

5 Potential impact on energy companies operating in Russia How to figure out if your partner is a 50% owner Deciding whether to put your operations on hold Complications with non- US joint venture partners 5:15 Champagne Roundtables End the day informally as you relax and share views with your industry counterparts on FCPA compliance. 1) Extractive Industries 2) Technology 3) Consumer Goods and Retail 4) Life Sciences and Healthcare 5) Other 6:15 End of Day One Day 2 Wednesday, January 28, :30 Co-Chairs Opening Remarks 8:35 USDOJ Keynote: What US DOJ Expects to See In Your Anti-Corruption Compliance Program William Stellmach Acting Chief, Fraud Section, Criminal Division U.S. Department of Justice (Washington, DC) 9:05 Case Studies in Using Predictive Analytics: How to Effectively Manage the Monitoring Process and Ensure a Consistent Methodology Globally Larry Abston Vice President of Internal Audit Anadarko Petroleum Corporation (Houston, TX) Brian Wycliff Principal, Advisory Services PwC (New York, NY) Importance of identifying the correct data Overcoming challenges to obtaining data for your global operations Who will review the results and how will they be cleared? What should be including in your risk heat map What department has responsibility for this process: compliance or internal audit Understanding the initial and ongoing costs of maintaining an effective monitoring process Factors to consider when evaluating whether data analytics make sense for your organization 10:00 Whistleblower Profiles: How to Respond to Explosion of Claims That Create Excessive Demands on Legal, Compliance and Human Resources Jay Martin Vice President, Chief Compliance Officer Baker Hughes (Houston, TX) Georgia Saviola Counsel Mayer Brown (Los Angeles, CA) Devoting adequate time and resources to increased number of claims Creating prescribed procedures for different kinds of whistleblowers How to streamline the process Strategies to managing the employee during the investigation process Working effectively with your human resources team 10:45 Morning Coffee 11:00 Watch Out for Data Landmines: Data Privacy Restrictions that Affect Your Investigative and Due Diligence Process Alexandre H. Rene Ropes & Gray (Washington, DC) Thomas Firestone Of Counsel Baker & McKenzie LLP (London) What are DOJ s expectations about investigations and data review? How to balance the need to do a thorough investigation with the need to comply with local data laws? What are the consequences of violating local data laws? What should you do if a local employee refuses to provide data or be interviewed? What should you do if personal data and work data are mixed together? What to do if data has been lost or destroyed 11:45 Internal Investigations: How to Make the Proper Assessment of a Claim and Assign Appropriate Budget and Resources Adam Briggs Regulatory Compliance & Ethics Attorney United Parcel Service (Atlanta, GA) Eric Kraeutler Morgan Lewis (Philadelphia, PA) Best way to utilize in-house resources to assess the extent of the claim Weighing the pros and cons of handling the investigation internally How to develop the investigative plan Developing initial budget Leading indicators when outside counsel and forensics are needed Estimates of total hours and dollars necessary for the investigation 12:45 Networking Lunch 2:00 Beware of Slush Funds: How to Take a Fresh Look at Your Marketing, Promotion and Sales Expenses for Potential FCPA Violations Albert Li Assistant General Counsel, Americas Zimmer Holdings (Austin, TX) Michael Marinelli Greenberg Traurig (Austin, TX) Unraveling the details of sponsorship deals for hidden benefits Requiring adequate documentation for new partners and requiring background checks if necessary Ensuring that any discounts offered are properly recorded Requesting timely reporting requirement for your distributors Register Now

6 2:45 Focus on Bribery Risks in Africa: Where Multinationals Are Most at Risk and Strategies to Obtain the Necessary Data on Your Third Parties Jennafer Watson Senior Counsel and Director of Compliance Occidental Petroleum (Houston, TX) Sam Powell Director Forensics ENSafrica (Africa) Limited or no data is available electronically and manual searches have to be performed Business intel and reputational information must be secured from networks on the ground A large number of officials steer multinationals looking to establish operations to a local 3rd party that shall be used For significant relationships enhanced due diligence, site visits which include DD process and FCPA training and certification, as well as robust anti-corruption representations & warranties & audit rights in 3rd party contracts are critical A large number of PEPS serve as third party intermediaries and agents Review of common types of requests for bribes in Africa 3:30 Afternoon Break 4:15 How to Meet Evolving Extractive Industry Dodd/Frank and EITA Anti-Bribery Reporting Requirements John J. Sardar Chief Compliance Officer Noble Energy, Inc. (Houston, TX) Veronika Kohler * Director, International Policy The National Mining Association (Washington, DC) Update on the broader expansion of regulatory transparency requirements Specifics on Section 1505 of Dodd-Frank Advantages of public disclosure of investment contracts globally The response from the oil/gas and mining industry Lack of transparency on your disclosure Impact of your disclosures and how discrepancies will be resolved 4:45 Co-Chairs Closing Remarks and Conference Ends * invited. Please check the website for program updates. Interactive Working Groups Thursday, January 29, 2015 A 9:00 am 12:30 pm Focus on FCPA Compliance Audits: Practical Walkthrough of Anti-Corruption Audit Programs and Testing Procedures B 1:30 pm 5:00 pm Third Party Management Benchmarking LAB (Learn, Analyze, Brainstorm) Paul R Allen Jr. Internal Audit Manager ABB Inc. (Cary, NC) Jeffrey Johnston Vinson & Elkins (Houston, TX) Auditing your anti-bribery controls across the globe is a necessary step in strengthening your FCPA compliance program. This hands-on session will discuss the practical considerations when performing compliance audits. This interactive and practical workshop will review best practices and offer tips for any challenges you make encounter in the process. Topics covered include: Overview of the core components of an FCPA audit How to make an effective corruption risk assessment Walkthrough of a sample audit program How to effectively review sensitive areas that require additional procedures such as commissions, discounts, gifts and charitable contributions How to trace payments and identify potential bribes Review of privilege considerations for non-attorneys How to use data mining to identify anomalies New techniques to find non-obvious relationships William Gordon Assistant General Counsel Hercules Inc. (Houston, TX) Rick Chapman Assistant General Counsel Halliburton (Houston, TX) This new LAB format is designed to allow active participation from both the speakers and the participants. Attendees will be seated in roundtables led by facilitators for the entire program. By the end of the session, you will have met and shared compliance best practices with all the LAB attendees. You are guaranteed to walk-away with new ideas and potential solutions for your compliance challenges. This LAB will focus on the following areas: How to identify risky third party transactions Understanding local laws and their impact on FCPA risk What third party monitoring services do you use How to develop a risk based approach to auditing your third parties Determing how often to perform due diligence on your third parties Special challenges faced in Asia, Latin America and Africa 6 American Conference Institute, 2014 Join the Conversation ACI: / #ACIFCPA

7 REGISTRATION INFORMATION: FCPA BOOT CAMP CONFERENCE CODE: 674L15-HOU FEE PER DELEGATE Register & Pay by Nov 21, 2014 Register & Pay by Dec 19, 2014 Register after Dec 19, 2014 o FCPA Boot Camp Only $1995 $2195 $2295 Special o Boot Rate Camp for & In-House Workshop Counsel oa or ob o ELITEPASS*: Conference Boot Camp & Both Workshops $2595 $3195 $1395 $2695 $3295 $1495 $2895 $3495 $1695 o Full Please Day reserve Seminar - Joint additional Venture copies of the Conference Materials $1195 at $499 per copy. $1295 $1395 o Please reserve additional copies of the Conference Material at $499 per copy. ACH Payment ($USD) Please quote the name of the attendee(s) and the event code 674L15 as a reference. For US registrants: Bank Name: HSBC USA Address: 800 6th Avenue, New York, NY Account Name: American Conference Institute UPIC Routing and Transit Number: UPIC Account Number: Non-US residents please contact Customer Service for Wire Payment information For Payment information and Cancellation Policy, please visit our website Venue Information American Conference Institute is pleased to offer our delegates a limited number of hotel rooms at a preferential rate. Please contact the hotel directly and mention the ACI s FCPA Boot Camp to receive this rate. Venue: Four Seasons Hotel Houston Address: 1300 Lamar Street, Houston, TX Reservations: (800) Incorrect Mailing Information If you would like us to change any of your details please fax the label on this brochure to our Database Administrator at , or data@americanconference.com. 5 Easy Ways to Register PHONE ONLINE CustomerService@AmericanConference.com FAX MAIL American Conference Institute 45 West 25th Street, 11th Floor New York, NY Missed A Conference Order The Conference Materials Now! If you missed the chance to attend an ACI event, you can still benefit from the conference presentation materials. To order the Conference Materials, please call or visit: Special Discount We offer special pricing for groups and government employees. Please or call for details. Promotional discounts may not be combined. ACI offers financial scholarships for government employees, judges, law students, non-profit entities and others. For more information, please or call customer service. Lead Sponsor: PwC s Forensic Services team of experienced professionals is dedicated to meeting the challenges caused by fraud allegations, financial crimes and other irregularities. Our portfolio of services includes: Financial Crime Examinations, Forensic Technology Solutions, Regulatory Compliance Reviews, Fraud Risk Management and Fraud Prevention, Dispute Analysis and Litigation Support. The Forensic Services team also manages the PwC Fraud Forum, an exclusive community where members can gain knowledge, participate in events and share important insights on preventing, detecting and investigating fraud, corruption and economic crime. See and for more information. Media and Association s: FULL DAY SEMINAR Navigating Joint Venture Risks: Strategies to Set up Proper Controls and Minimize Risk Monday, January 26, 2015 Four Seasons Hotel Houston, TX Train Your Legal, Compliance and Contract Teams on how to Work with Your JV s during the Life Cycle of the Joint Venture Go to for a detailed session description and to register. Group discounts available. Rave Reviews about Last Year s Houston Boot Camp I always enjoy the caliber of speakers and participants at ACI Events. Wood Group Great conference. Intel Corporation This program updates me on aspects that are directly related to my job. Noble Energy Best FCPA conference I have attended. Hunt Consolidated Inc.

8 American Conference Institute 45 West 25th Street, 11th Floor New York, NY ATTENTION MAILROOM: If undeliverable to addressee, please forward to: Corporate Counsel, Ethics and Compliance Officers, Directors of Business Conduct, Internal Audit and Investigations PRIORITY SERVICE CODE 674L15.S American Conference Institute s 9 th Houston FCPA CPE/CLE BOOT CAMP Focus on Joint Venture Risks January 26, 2015 TASA January 27 28, 2015 Four Seasons Hotel Houston, TX Half Day Workshops January 29, 2015 Hear from Senior USDOJ and SEC Officials: What s New for 2015: William Stellmach Acting Chief, Fraud Section Criminal Division U.S. Department of Justice (Washington, DC) Senior In House Executives Share How They Keep Their Anti-Corruption Program Current: ABB BAE Systems Baker Hughes BP Chevron Dell Dresser-Rand Ensco International Exxon Mobil Fermaca GDF SUEZ Energía de México Halliburton Hercules Offshore Drilling KBR Marathon Oil McDermott International Jonathan Scott Assistant Regional Director, Enforcement (FCPA Unit) U.S. Securities & Exchange Commission Monsanto Noble Energy Occidental Petroleum Parker Drilling Shell Oil UPS Weatherford Zimmer Holdings Regional Focus on Highest Risk Countries Mexico Energy Reform How to access recently opened energy market amid heightened FCPA risks Russia Sanctions How 50 percent rule could affect your existing business relationships Africa Heightened risks for multinationals and how to access the data you need to remain compliant China and Mexico How to respond to more frequent police, security and PR extortion schemes New Formats to Promote Networking Champagne Roundtables Unwind at the end of the day with your peers and discuss anti-corruption best practices Benchmarking LAB on third party management Interactive Breakout Sessions learn by sharing as you participate in a valuable discussion with your colleagues in small groups How to Innovate Your FCPA Compliance Program Tools to Build a Risk Heat Map Using Data Analytics How to Keep Your Anti-Bribery Program Fresh Ways to Minimize Corruption Risks During the Bid/Tender Process Third Party Monitoring Scenarios Increased Use of Compliance Audits Strategies to Manage Different Types of Whistleblowers Boost Your Knowledge with our Interactive Programs: Full Day Seminar January 26, 2015 A B Navigating Joint Venture Risks: Strategies to Set Up Proper Controls and Minimize Risk Half Day Workshops January 29, 2015 Focus on FCPA Compliance Audits: Practical Walkthrough of Anti-Corruption Audit Programs and Testing Procedures Third Party Management Benchmarking LAB (Learn, Analyze, Brainstorm) What Recent Enforcement Actions Reveal on: Data Privacy Restrictions That Affect your Investigative and Due Diligence Process How to Respond to Explosion of Whistleblower Claims that Create Excessive Demands on Legal, Compliance and HR Proactive Strategies When Your Business is in FCPA Enforcement Headlines How to Identify a Government Official post Esquenazi New Limits on Attorney-Client Privilege re Walmart Slush Funds: How to Take a Deeper Look at Your Marketing, Promotion and Sales Expenses Sponsored By: Lead Sponsor: Exhibitor: Register Now

9 FULL DAY SEMINAR Navigating Joint Venture Risks: Strategies to Set up Proper Controls and Minimize Risk CLE/CPE Monday, January 26, 2015 Four Seasons Hotel Houston, TX 8:00 Continental Breakfast and Registration Begins 8:45 Opening Remarks 9:00 Negotiating the Agreement to Minimize Potential Risks in the Future How to pick the right JV partner What the US authorities will expect of JVs vs. other third party relationships Types of due diligence that is appropriate or required for JV partners Weighing the pros and cons of setting up a separate entity for the joint venture How to negotiate control provisions, board representation, veto rights, reps and warranties particularly when you are not the majority partner How to structure the deal to protect your company How to get broader jurisdiction Dealing with different accounting practices and standards that various JV partners may have 10:00 How to Avoid Potential Litigation by Using Clear Strong Language in your Agreement Advantages of using AIPN model language Sample anti-corruption language and audit rights clauses Drafting effective termination provisions Sample damages and indemnity clauses What should never be in your contract 10:45 Networking Break 11:00 How to Effectively Monitor Existing Joint Ventures Managing joint venture risks when participants are subject to different legal regimes Practical strategies for obtaining real cooperation from your partners How to develop an appropriate oversight and monitoring plan particularly when you don t have boots on the ground Effective internal controls to detect and prevent local anti-bribery issues How to exercise your audit rights 12:00 Strategies for Working Effectively with Non-US Joint Venture s Dealing with lack of response from your JV partners on your anti-corruption and other compliance requirements How to work with these issues without damaging the business relationship The unique risks presented by JVs with foreign state-owned entities How much government ownership is enough to interest the DOJ? Entities in transition: the dilemma posed by the privatization process Forced marriages: what it means for compliance when you can t choose your partners in a high risk market 12:45 Lunch 2:00 Designing Proper Controls for Your Minority, Majority and Contractual Joint Ventures How to approach due diligence when you are the minority partner What additional procedures are required when you are the majority owned How to respond when your partners will not cooperate or are unresponsive. 2:45 What to Do When Things Go Wrong How to deal with disputes among JV partners in an FCPA situation Knowing what US authorities expect of JVs versus other third party relationships and what sort of behavior can trigger an investigation What special issues may arise if the JV includes a government partner 3:45 Networking Break 4:15 Navigating Unique Challenges of JVs in Africa, Latin America and Asia Warning signs to look for that signal a potential problem Special risks for joint ventures in Asia Unique challenges in Africa How to respond to requests for bribes in Latin America Strategies to terminate the agreement if possible How to mitigate if termination is not an option 5:00 Program Concludes Register Now

10 Screening potential JV partners is essential to JV compliance. This generally involves conducting due diligence regarding the organization itself and of key individuals in management and other major investors, regardless of how indirect their ownership may be as a formal matter. FCPA Blog Transnational joint ventures especially where the company owns a minority stake and does not control the venture are fraught with corruption risk because the company is on the hook for the actions of the joint venture abroad. The FCPA Report Expert Faculty Jan Farley Chief Compliance Officer & Associate General Counsel Dresser-Rand (Houston, TX) Whitney M. Eaton Senior Attorney Anti-Corruption Compliance KBR, Inc. (Houston, TX) Ruti Smithline Morrison & Foerster LLP (New York, NY) A Seminar Exclusively Designed For: Corporate Counsel Compliance Counsel Legal Counsel International Counsel FCPA Counsel Mara V.J. Senn Arnold & Porter (Washington, DC) Jason D. Vendel Counsel, Compliance Litigation Exxon Mobil Corporation (Houston, TX) Attorneys practicing in the following areas: International Trade Corporate Compliance White Collar Crime Internal Investigations Corporate Governance Sign Up Your Entire Legal Team to Attend this Comprehensive Seminar Where You Will: Determine what provisions to include in your contracts Get examples of sample anti-corruption and indemnity clauses Discuss ways to push back on non US partners on anti-corruption requirements Weigh your options if bribery is found after the JV is established Assess whether or not you should terminate the JV Unique challenges in other regions of the world CONTINUING LEGAL EDUCATION CREDITS CLE Accreditation will be sought in those jurisdictions requested by the registrants which have continuing education requirements. This course is identified as nontransitional for the purposes of CLE accreditation. ACI certifies that the activity has been approved for CLE credit by the New York State Continuing Legal Education Board. ACI certifies that this activity has been approved for CLE credit by the State Bar of California. You are required to bring your state bar number to complete the appropriate state forms during the conference. CLE credits are processed in 4-8 weeks after a conference is held. ACI has a dedicated team which processes requests for state approval. Please note that event accreditation varies by state and ACI will make every effort to process your request. Questions about CLE credits for your state? Visit our online CLE Help Center at CONTINUING PROFESSIONAL EDUCATION CREDITS American Conference Institute (ACI) will apply for Continuing Professional Education credits for all conference attendees who request credit. There are no pre-requisites and advance preparation is not required to attend this conference. Course objective: Instruction on FCPA and Anti-Corruption compliance with regard to inappropriate payments. Recommended CPE Credit: 7.0 hours. ACI is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, or by visiting the web site: Seminar Code: 674L15-WSP FEE PER DELEGATE Register & Pay by Nov 21, 2014 Register & Pay by Dec 19, 2014 Register after Dec 19, 2014 Lead Sponsor: o Navigating Joint Venture Risks $1195 $1295 $1395 Register Now