This document summarizes the 2015 NYSE Governance Services Governance, Risk, and Compliance Leadership Awards ceremony. It discusses the nine award categories and prestigious judges. NorthWestern Corp. won the award for Exemplary CD&A for Compensation Committee for developing a clear, concise compensation discussion and analysis section of its proxy statement almost entirely internally with a focus on relating executive compensation to company performance. The evening included a reception on the NYSE trading floor and announcements of finalists and winners.

1. BRING ON THE APPLAUSE! 2015 GRC LEADERSHIP AWARDS
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Third Quarter 2015
Volume 18, Number 3
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2. C O R P O R A T E B O A R D M E M B E R T H I R D Q U A R T E R 2 0 1 5 14
BRING ON THE
SPECIAL REPORTGOVERNANCE,RISKANDCOMPLIANCELEADERSHIP
In an exciting evening, the winners of NYSE Governance Services’
second annual Governance, Risk and Compliance Leadership
Awards claimed their victories at this year’s red-carpet affair.

3. This year’s awards, open to all publicly
traded companies in the United States
and individuals who work for these
companies, were divided into nine
categories designed to illuminate
companies following best practices and
demonstrating strong leadership in
corporate governance and compliance.
“NYSE Governance Services’
Governance, Risk, and Compliance
Leadership Awards underscore the role
that corporate governance plays in
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BY KIMBERLY CROWE AND
DEBORAH SCALLY
RUDYANTO
APPLAUSE!
shaping a company’s
success and a board’s
contribution to long-term
value. The outstanding
companies and individuals
recognized by this year’s
awards program represent
truly exemplary leadership
in today’s evolving GRC
landscape,” said NYSE
Governance Services
president, Adam
Sodowick.
Presiding over the
deliberation to determine
the 2015 winners was
a panel of judges
whose reputations offer
unequivocal integrity.
This year’s judges were
Stephen L. Brown, principal,
Edgerton Group and
former president and
CEO, Society of Corporate
Secretaries & Governance Professionals;
William B. Chandler III, former
chancellor, Delaware Court of Chancery,
and partner, Wilson Sonsini Goodrich
& Rosati; Veta T. Richardson, president
and CEO, Association of Corporate
Counsel; Mary Schapiro, 29th chairperson
of the US Securities and Exchange
Commission; Anne Sheehan, director of
corporate governance, California State
Teachers’ Retirement System (CalSTRS);
F. Daniel Siciliano, professor and faculty
After months of waiting
and an evening spent
in anticipation, the
nine winners of the
2015 NYSE Governance
Services Governance,
Risk, and Compliance
Awards were
enthusiastically
announced at the
black-tie dinner and
ceremony at the New
York Stock Exchange.

4. director, Arthur and Toni Rembe Rock
Center for Corporate Governance, and
associate dean for Executive Education
and Special Programs, Stanford Law
School; and Gretchen A. Winter,
executive director, Center for Professional
Responsibility in Business and Society,
College of Business, University of Illinois
at Urbana-Champaign.
Earlier in the evening, attendees
enjoyed a sparkling, red-carpet reception
on the New York Stock Exchange trading
floor. After dinner, attendees were treated
to the entertaining reparteé of Meagan
Flanigan and T.J. Shanoff from The
Second City, who served as emcees for the
evening. Leading firms known for their
expertise in various aspects of governance,
risk, and compliance served as category
sponsors and announced the list of
finalists and winners for each award.
Award sponsors included the Center
for Audit Quality; D.F. King & Co., an
AST One Co.; Diligent; Norton Rose
Fulbright; PwC; RSA; Semler Brossy
Consulting Group; and Spencer Stuart.
NYSE Governance Services proudly
recognizes all the finalists (see sidebar) for
their strong credentials and participation
in the program and offers its congratulations
to the nine winners in each category,
whose stories are presented in the pages
that follow.
2015 GOVERNANCE, RISK, AND COMPLIANCE AWARD CANDIDATES
The following companies all participated in the 2015 nomination process by submitting
candidates to one or more award categories. There were many fine submissions this year—
making several categories very close competitions. NYSE Governance Services sincerely
thanks all the companies listed here for taking part in this year’s program, which is
des igned to shine a light on sound board, compliance, and risk practices across the public
company spectrum.
3M CO.
ACUITY BRANDS, INC.
AMN HEALTHCARE SERVICES, INC.
APOLLO GROUP
ATLAS AIR WORLDWIDE
HOLDINGS, INC.
ATMEL CORP.
BMO FINANCIAL GROUP
CATERPILLAR INC.
CMS ENERGY CORP.
CRACKER BARREL OLD
COUNTRY STORE, INC.
DARDEN RESTAURANTS
DELPHI AUTOMOTIVE
DIPLOMAT PHARMACY
ENSCOE
FREESCALE SEMICONDUCTOR
HERSHA HOSPITALITY TRUST
HOLOGIC, INC.
HUNTINGTON BANCSHARES INC.
INGREDION INC.
JACK IN THE BOX INC.
KEMET CORP.
LAYNE CHRISTENSEN CO.
LINCOLN FINANCIAL GROUP
LOCKHEED MARTIN CORP.
MACY'S, INC.
MANPOWERGROUP
MCKESSON CORP.
MIDDLESEX WATER CO.
MONSANTO CO.
NAVIENT
NETAPP
NORTHWESTERN CORP.
PEPSICO, INC.
PROFIRE ENERGY
PRUDENTIAL FINANCIAL
RED HAT, INC.
SEMPRA ENERGY
SPECTRA ENERGY CORP.
THE BANK OF NOVA SCOTIA
THE HARTFORD FINANCI AL
SERVICES GROUP, INC.
THE HERSHEY CO.
VOYA FINANCIAL, INC.
WELLS FARGO & CO.
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GOVERNANCE,RISKANDCOMPLIANCELEADERSHIP

5. The executive summary, as in past years,
continued with a concise, well-organized
disclosure of compensation practices
the company does and does not use
and illustrations highlighting its
pay-for-performance plan.
Two team members draft all of the
narrative, create the illustrations, and
design the overall layout of the proxy
statement without help from outside
vendors, consultants, or graphic artists.
They cull SEC filings for the peer
compensation data that forms the basis
for the CD&A comparisons that juxtapose
the company’s performance relative to
its peers. Other internal groups, such
as employee benefits and accounting
personnel, provide the data for the
compensation tables, and certain
members of the executive team and
board of directors offer editorial
comments. And though the compensation
committee’s consultant and outside legal
counsel perform a compliance review,
each contributes only minimally to the
context and presentation of the material.
The creation of the CD&A by these
two individuals was supported by the
work performed throughout the year
by NorthWestern’s human resources
committee (i.e., compensation
committee). Committee members
monitor company performance against
short- and long-term incentive plans at
every meeting. They receive analysis from
an independent compensation consultant
at multiple points throughout the year.
During the development of the proxy
statement, the committee members,
and particularly the chairman, are
instrumental in guiding and shaping the
CD&A and challenging the team to
improve disclosure from prior years.
“I have to thank our compensation
committee members—over the last
several years, they’ve really put a focus
on aligning our executive compensation
with the performance we provide to
our shareholders, and that makes it easy
for me to tell an effective story in the
CD&A,” said Timothy Olson, corporate
secretary for NorthWestern.
And in a touching tribute Olsen noted
the passing of a close colleague who
played a key role with regard to
Northwestern’s CD&A. “I also want to
take a moment to remember Phil
Maslowe, the [former] chairman of our
compensation committee, who died
unexpectedly in November.
He was a very instrumental voice in
the development of where our proxy
statement is today, and we are already
missing his insights.”
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Award presented
by Blair Jones,
managing director,
Semler Brossy
Consulting Group.
NORTHWESTERN CORP.
Exemplary CD&A for Compensation
Committee
Developed almost entirely by a two-
person team in the corporate secretary’s
office, NorthWestern Corp.’s CD&A for
2014 had one primary goal: to tell the
company’s compensation story in a clear,
concise manner and deliver readily
accessible compensation information to
shareholders.
To do so, the team utilized bulleted
lists to delineate its compensation
programs and charts to illustrate
executive compensation practices, thus
allowing shareholders to efficiently
conduct a risk assessment of the entire
portfolio of compensation practices. As
the statement is filed early in the proxy
season, the team could not rely on CD&A
disclosure trends presented by other filers.
The team improved the CD&A for
2014 by reorganizing and enhancing the
executive summary to clearly convey to
shareholders that, relative to peers,
NorthWestern is delivering high
performance for low pay. It began the
executive summary with a spotlight on
executive compensation in relation to
peers and the results achieved for
shareholders by using new graphics to
illustrate results and including those
same graphics in its say-on-pay proposal.
Finalists
aMnHealthcare
services,inc.;Jackinthe
Box,inc.;ManpowerGroup;
PrudentialFinancial