29th Annual BOD Industrial

KORN/FERRY INTERNATIONAL

29th Annual Board of Directors Study 2002 Industrial Markets

Executive Summary It has been an extraordinarily turbulent year for American companies and their

boards, marked by near-unprecedented volatility in investment markets, sharp erosion of investor confidence, heightened focus on the validity and credibility of financial reporting practices, and high-profile corporate failures such as Enron and Worldcom. In this environment, the board's critical role in overseeing fundamental corporate practices — how effectively that role is being executed and how it can be strengthened — has come under scrutiny as never before.

29th Annual Board of Directors Study 2002

This publication, a supplement to Korn/Ferry International's 29th Annual Board of Directors Study, presents responses and findings from survey participants on the boards of Industrial companies. The study indicates that these organizations are making long-term progress in efforts to implement board practices for stronger corporate governance — but that some significant gaps still remain.

The findings are based on responses from over 50 directors of Industrial companies.

This year:

Industrial Markets

■

67 percent of Industrial boards have written guidelines on corporate governance;

■

only 39 percent of boards formally evaluate the entire board's performance on a regular basis; and

■

56 percent of boards have a formal committee that reviews corporate governance processes and board operations.

While progress is being made regarding corporate governance processes and board evaluation, boards will have to do more — especially in light of new regulatory mandates designed to formalize these processes in the wake of the past year's notable failures of board oversight.

For example, corporate governance rule proposals adopted by the New York Stock Exchange Board of Directors in August state that listed companies must adopt and disclose corporate governance guidelines on management succession and other key processes. Yet our survey of Industrial directors reveals that: ■

58 percent of boards have a management succession committee process.

Mandates such as those of the NYSE, with prescriptions for formal governance guidelines, could create issues for the significant percentage of companies that, according to our survey, do not have such guidelines or processes at this time.

The Korn/Ferry Industrial survey also shows that evaluation of individual directors clearly has not yet taken hold as a board practice.

■

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82 percent of respondents say that individual directors should be evaluated regularly regarding performance. However: ●

only 33 percent of boards currently conduct such evaluations, and

●

only 40 percent of directors on those boards think that the evaluations are effective.

Boards going forward can anticipate closer examination of how they measure the performance and, ultimately, the effectiveness of directors on behalf of shareholders, as part of the heightened concern over how well boards execute their oversight role.

Other key survey findings include: ■

Independence is an essential concern of directors: ●

79 percent of directors say the former CEO shouldn't sit on the board.

●

71 percent of directors say the board should hold regular executive sessions without the CEO during board meetings, and ▲

74 percent of boards hold such sessions.

■

Directors are spending 48 percent more time on board matters than last year — an average of 17 hours per month, or approximately 204 hours annually.

■

52 percent of directors say their company's CEO compensation program is effective.

■

67 percent of directors think the majority of a director's compensation should be in stock.

■

47 percent of boards have a requirement that directors own shares of company stock.

■

67 percent of directors would like to see their board become more diverse by increasing its minority representation.

29th Annual Board of Directors Study 2002 Industrial Markets

Korn/Ferry's 29th Annual Board of Directors Study — Industrial company highlights provides a comprehensive and illuminating look into the state of board practices at the nation's leading companies — charting progress made, as well as progress still to be achieved. The publication represents Korn/Ferry's ongoing commitment to generating and sharing timely, practical information from the nation's corporate leaders regarding their efforts to maintain and extend "best practices" for corporate governance.

We hope that you find the study informative and useful, and that it provides you with insight into the key steps that governance programs must take to address today's pressing concerns about the credibility and responsibility of corporate America.

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Survey Responses T

he following responses are a supplement to Korn/Ferry International’s 29th Annual Board of Director’s Study. The findings are based on responses from over 50 directors of Industrial companies.

Board Composition The average board in our survey consists of two inside director and eight outside directors. According to respondents, the optimal board size is one inside directors and eight outside.

29th Annual Board of Directors Study

Current Board Size

Optimal Board Size

2002 Industrial Markets

Inside

Inside

2

8

Outside 0

1

2

3

4

5

6

Does the former CEO sit on the board?

No 58%

4

7

8

1

8

Outside 0

1

2

3

4

5

6

Should the former CEO sit on the board?

Yes 21%

Yes 42% No 79%

7

8

Should a board that has an inside director as chairman elect or appoint an outside director as the lead director?

If your chairman is also the CEO, do you have an elected or appointed lead director?

Yes 39%

No 61%

No 40%

Yes 60%

29th Annual Board of Directors Study 2002 Industrial Markets

Should the board typically hold regular executive sessions without the CEO during board meetings?

Does the board typically hold regular executive sessions without the CEO during board meetings?

No 26%

No 29% Yes 71%

Yes 74%

Diversity in the Boardroom

Do you have any of the following minorities currently represented on your board?

Is there a limit to the number of other boards on which the CEO and board members may serve as outside directors?

Should there be a limit to the number of other boards on which the CEO and board members may serve as outside directors?

Yes

Yes

CEO

39%

5

10

15

20

25

30

35

40

77%

African American

27%

Hispanic

13%

Asian

0%

Other

2%

85%

Outside Directors

Outside 0% Directors 0

CEO

Women

41% 0

20

40

60

80

100

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Managing Corporate Governance In keeping with the established trend, the percentage of directors reporting a formal committee that reviews corporate governance processes and board operations is 56 percent for Industrial companies.

67 percent of these boards have written governance guidelines and 96 percent of directors find them helpful to the Board.

Does your board have a formal committee that reviews corporate governance processes and board operations?

29th Annual Board of Directors Study 2002

No 44%

Yes 56%

Industrial Markets

Does the board have written guidelines on corporate governance?

No 33%

Yes 67%

17 average hours per month spent on board matters.

A 48% increase over last year.

Do you believe written governance guidelines are helpful to a a board?

No 4%

Yes 96% 6

Management Succession Data reveals that 61 percent of Industrial companies have undergone a management succession process in the past three years. Fifty-eight percent of these companies have a succession committee or process.

Does the board have a management succession committee or process?

No 42%

Yes 58%

29th Annual Board of Directors Study 2002 Industrial Markets

In the last three years, has your company undergone a management succession process?

No 39%

Yes 61%

22%

of respondents feel there is a director on their board that should be replaced.

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Evaluating Performance Only 39 percentage of boards conduct full-board performance evaluations.

The percentage of Industrial boards regularly evaluating individual director performance is only 33 percent. However, 82 percent of respondents felt that individual directors should be evaluated.

Is the entire board’s performance formally evaluated on a regular basis?

Very Ineffective 6%

29th Annual Board of Directors Study

No 61%

2002

Yes 39%

Somewhat Effective 50%

Effective 44%

Industrial Markets

Does your board evaluate individual directors on a regular basis?

Ineffective 10%

No 67%

82% of respondents felt that individual directors should be evaluated regularly as to their performance.

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Yes 33%

Somewhat Effective 50%

Effective 40%

Board Experience How difficult has it been for your board to add directors with the following skill sets?

Somewhat Difficult

Very Difficult

100 80

Not At All Difficult

73% 67%

60

56% 50%

49%

45%

42%

40

29th Annual Board of Directors Study

30%

29% 24%

20

2002

15% 9%

0

5%

2%

International

Technical

Financial

2%

Marketing

Industrial Markets Legal

Compensation Stock as executive compensation seems to have affected trends in stock as director compensation. Sixty-seven percent of Industrial boards think the majority of director’s compensation should be in stock. Primarily stock grants (71%).

Do you think the majority of a director’s compensation should be in stock?

If YES: What form of stock?

Other 6%

No 33%

Yes 67%

Primarily Stock Options 23%

Primarily Stock Grants 71%

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How do you feel about your company’s CEO compensation program?

Fairly effectiveneeds changes 24%

Effective 52%

Very Effective 22% Ineffective 2%

29th Annual Board of Directors Study 2002 Industrial Markets

Should audit committee chairs be paid more than chairs of other committees?

No 45%

Yes 55%

Is there a requirement that directors own shares of company stock?

No 53%

Yes 47%

If YES: What is the requirement?

Average 500 shares 10

Risk & Crisis Though the past year was characterized by devastating crises, these events were not a catalyst for greater board involvement in risk and crisis management.

More than half (63 percent) of the directors indicated that their board and management team had not developed or discussed a crisis management plan prior to September 11th.

Had your board and management team developed or discussed a crisis management plan prior to September 11th?

No 63%

Yes 37%

29th Annual Board of Directors Study 2002 Industrial Markets

Has your board taken any action to address crisis management since the tragedy of September 11th?

Yes 21% No 79%

35% of respondents have turned down a board position because they felt the risk was too great.

Have you ever turned down a board position because you felt your risk was too great?

Yes, but not in the last 12 months

Yes, in the past 12 months No

27%

8% 65%

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Survey Demographics What is your title or status with your primary company?

Board Chairman

30%

President

36%

CEO

36%

General Counsel

2%

Vice Chairman

0% 2%

Chief Financial Officer Chief Technical Officer

0%

Corporate Secretary

0%

29th Annual Board of Directors Study

17%

Retired CEO Retired

2002

19%

Other

6%

8 0

Industrial Markets

4

8

12

16

20

24

28

32

36

40

How long have you served on this board?

4%

Less Than One Year 1-2 Years

8%

13%

3-5 Years 6-10

36%

38%

Over 10 Years 0

Are you responding as an Inside or outside director?

Inside

37%

Outside

63%

8

16

24

32

Your age: 0%

34 Years or Younger

2%

35-44 Years 45-54

17%

55-64

44%

65-74

33%

4%

75 Years or Older 0

12

40

10

20

30

40

50

Korn/Ferry International’s Industrial Practice Global competition, new technology and rapidly evolving customer needs have changed the landscape for industrial companies everywhere. Whether it's price compression or demands from your best customers to provide products on spec, on budget, on time and at the right place, the myriad challenges facing industrial management today are stressing even the most well staffed organizations.

Successful recruiting is the result of putting the right team of professionals against each engagement. At Korn/Ferry International, our Global Industrial Market approaches each engagement from both an industry sector perspective and by functional expertise. With more than 90 professionals dedicated to industrial clients, our knowledge spans all major industrial classifications and functional responsibilities.

About Korn/Ferry International

29th Annual Board of Directors Study 2002 Industrial Markets

Korn/Ferry International (NYSE:KFY), with over 70 offices in 36 countries, is the world's leading provider of executive human capital solutions. Based in Los Angeles, the firm works closely with clients worldwide to deliver customized executive search, management assessment and mid-level search services, including the identification of CEOs, COOs, CFOs, board members and other senior-level executives; the formal evaluation of senior management teams; and the recruitment of middle managers through its Futurestep subsidiary.

For more information, visit the Korn/Ferry International web site at www.kornferry.com or the Futurestep web site at www.futurestep.com.

For additional copies of this study, please call the Global Marketing Department at (310) 552-1834.

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