Lisa A. Durham, Esq.

1
21st Annual Ohio Employee Ownership
Conference Governance and Strategic Planning in
ESOPs April 20, 2007
PRESENTED BY Lisa A. Durham, Esq.
2
ESOP Corporate Structure

• Shareholders

ESOP Trust
Individual
Individual
Individual
Board of Directors
ESOP Committee
CEO
Other Committees
3
Board Wears Two Hats

• Fiduciary Appoint and Monitor ESOP Trustee and
  Committee
• Corporate Governance Oversee Activities of
  Company and Other Committees

4
Fiduciary Role

• Fiduciary must act
• Solely in interests of participants
• Exclusively to provide benefits
• With care, skill, prudence and diligence

5
Appointing Fiduciary

• DOL Amicus Brief in Enron Case
• Must Make Responsible, Informed Choice in
  Appointment of Trustee or Committee
• Must Monitor Trustee and Committee

6
Questions?

• Lisa A. Durham
• One Indiana Square, Suite 2800
• Indianapolis, IN 46204-2079
• Telephone [phone]
• E-Mail ldurham_at_kdlegal.com