Dear Co-Chairs and CCWG,

Attached please find Sidley’s comments on the draft Executive Summary.  Given the very short window for review we have not had time to coordinate  our comments with the Adler firm  and apologize for that.  Adler will be sending their comments separately.  Please note also that given the very short time frame we have not been able to go back and check against the transcripts of the various meetings and therefore are relying on memory for our understanding of where the CCWG has formed consensus (or near consensus) on various issues.    

Overall we find the Executive Summary overly long with significant redundancies.  We think it would benefit from  a thorough edit by your professional writers.  We also believe that the summary is inaccurate in its description of the community processes with respect to the decisions to:  (1) remove individual directors and (2) approve Fundamental Bylaws. (We agree with Jordan’s comments on the Fundamental Bylaws.) We also recommend that a more pointed discussion of the CWG dependencies be added so that the reader can understand the broader context in which the Proposal has been developed.  We have also edited errors in the description of the legal framework that applies.  We have noted these comments in the draft. 

Please let us know if you would like to discuss or if we can be of further assistance with this draft. 

Kind regards,

Holly

HOLLY J. GREGORY
Partner and Co-Chair
Corporate Governance & Executive Compensation Practice Group

Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 5853
holly.gregory@sidley.com
www.sidley.com

 SIDLEY AUSTIN LLP