Declaration
of Integrity
in Business Conduct in Saint-Petersburg



Our mentors.

Ivy Lindstrom Fredericks
Debra Nelms
Robert Strahota

Robert Heine
Bill McIntyre
Paulina McGroarty
Bill Robinson

Dominique Vincenti
Aron Cramer
Ira Millstein
Mary Ann Jorgenson

Sarah Carey
Peter Gleason
John Buehler
William Brennan
Robert Sheppard

JANUARY 2005

Ivy Lindstrom Fredericks
Managing Director, Corporate Finance WESTMINSTER SECURITIES (New York, NY)
Responsible for providing advice to domestic and international companies on capital raising in private and public markets, as well as mergers and acquisitions, and financial restructuring. Special focus on emerging growth companies.

NOVEMBER 2004

Debra Nelms
Debra is the founder of Network Search Inc., a consulting and executive search firm focused on Board Program offerings and Board Placement. Debra is a seasoned professional with 25 years of search experience and for the past 13 years has been a “Consultant to Consultants”. Today, she specializes in creative and customized program consulting to assist Board Members, CEOs and Senior Executives with developing diversity based Board Program offerings. She has developed a reputation for working at the most senior levels in an organization. She has extensive experience in building practices and internal programs for global consulting organizations. Additionally, she has made major contributions to several emerging and pre-IPO strategy, technology and BPO organizations as well as various niche-oriented consulting firms. She has led engagements with venture-backed enterprises where extensive organizational “roll-up” strategies were used and where assignments included top down program build out for newly defined organizations.
Prior to Network Search, Debra was a partner at Baker, Nelms & Montgomery, a boutique executive search firm. She oversaw operations, finance and technology. BN&M was recognized by “Crain’s Chicago Business” as one of the Top 25 Retained Executive Search Firms in Chicago. Clients included Deloitte Consulting, Merchant Wired - a division of Simon Properties, SBC- Ameritech, CSC Consulting, Dean Witter - Discover Card Services, Kraft, McDonald’s and others.
Debra sits on the boards of The Healing Resource Center, Chicago, Il., Lakeview Association, Chicago, Il. and The I.C.C. MacDonald Outreach Program, which focuses on diversity employment, housing and rehabilitation services.

Robert Strahota
Mr. Strahota has been an Assistant Director in the US Securities and Exchange Commission’s Office of International Affairs since September 1993. His principal responsibilities include management of the SEC's technical assistance programs for emerging securities markets, which include US and overseas training programs, on-site assessment missions, and analysis and commentary on emerging market countries' capital markets laws and regulations. Mr. Strahota has provided capital markets training and assistance in over 35 countries. During 1992-93, he served as SEC Senior Adviser to the Polish Securities Commission and was awarded an Officer's Cross for meritorious service to the Republic of Poland.

Mr. Strahota received a B.A. in Economics and an M.B.A. with concentrations in accounting and finance from Cornell University, and a J.D. from The Catholic University of America School of Law. He is a member of the District of Columbia Bar, and the American Bar Association Section of Business Law.

Mr. Strahota is the author of several articles on US securities regulation and numerous continuing professional education and international technical assistance outlines. He has been a lecturer at the Georgetown University Law Center, Warsaw University and the Government Law College in Mumbai, India. Mr. Strahota is a member of the Securities Advisory Committee of the Toronto Centre and represents on the SEC on the International Organization of Securities Commission’s Task Force on Implementation of the IOSCO Objectives and Principles of Securities Regulation.


Robert Heine and Anna Arhangelskaya (US-Russia Business Forum)

Robert Heine
Robert Heine is Director, International Trade and Investment in the Washington, DC office of the E.I. DuPont de Nemours Company. He is responsible for dealing with federal legislators and regulators on matters involving foreign trade and investment, and for keeping DuPont management informed about developments in Washington that might affect the company’s international operations.

Previously Mr. Heine was the senior company representative dealing with environmental issues in Washington. Prior to coming to Washington in 1982, Mr. Heine was in the corporate planning department of Conoco, which was DuPont’s oil company subsidiary. Mr. Heine has degrees in Electrical Engineering and Economics. He has taught courses in international business at the Sloan School of Management at M.I.T. Mr. Heine is married and lives with his wife in Alexandria, VA.

OCTOBER 2004

Alla Vinnik, Bill McIntyre, Svetlana Kazanskaya

Bill McIntyre
Bill McIntyre, Ohio Employee Ownership Center, Interim Director. BA Cornell University, MBA Stanford University Graduate School of Business. Bill is responsible for several programs at the OEOC: Loan Fund Coordinator, Professional Membership Coordinator, Employee Stock Ownership Plan (ESOP) Milestone Training Coordinator, Succession Planning Co-Coordinator, and MainStreet Group Purchasing Cooperative Coordinator. He makes frequent presentations at OEOC conferences and seminars, provides technical assistance to companies investigating ESOPs, and conducts on-site training programs, including programs in Moscow, Nizhny Novgorod and St. Petersburg, Russia. Prior to joining the OEOC in April 2002, McIntyre was CFO for over 15 years of ComSonics, Inc., a 100% ESOP-owned company, and a winner of six Association Awards for Communications Excellence from the ESOP Association during his tenure. At ComSonics, he was a member of Board of Directors and served as an ESOP Trustee and on the ESOP Administrative Committee. McIntyre was very active in the ESOP Association, serving as Vice President and President of the MidAtlantic Chapter, as well as serving on the Association’s Board of Governors, Chapter Council Executive Committee, Annual Meeting Committee and Advisory Committee on Administration. He is a frequent speaker at ESOP Association conferences, presenting topics ranging from technical tax law incentives for ESOPs to communications programs supporting an ownership culture. McIntyre has taught on a full-time and adjunct basis at James Madison University in Harrisonburg, VA, teaching Financial Accounting, Managerial Accounting and Accounting Systems courses. Earlier in his career, he earned his CPA while working in the Administrative Services (Consulting) Division of Arthur Andersen. Additionally, he has been Manager of Financial Analysis for Perdue Inc., Corporate Controller for American Safety Razor Company, and CFO for Weinschel Engineering Company. On a volunteer basis, he served as Chairman of the Cable TV Commission for the city of Staunton, VA, for 15 years.


october 19, 2004, round table

Paulina McGroarty
Paulina McGroarty – Managing Director, Business Development Russia and CIS.
Paulina McGroarty is a Managing Director responsible for Business Development and servicing NASDAQ listed companies in Russia. She has joined NASDAQ International in May 2004 and is based in London.
Paulina is a Russian national. For the past 8 years, she has worked in fund management and as an oil and gas analyst in investment banking, specialising in Russian and EMEA companies. She has worked for Baring Asset Management, Lehman Brothers and Credit Lyonnais. Paulina has MSc (Econ) from the London School of Economics and a BA (Hons.) in Politics from Richmond College, an American International University in London.


october 21, 2004, seminar

Bill Robinson
Bill Robinson, with the Seattle, Washington law firm of William T. Robinson PLLC, has provided legal services to domestic and international clients for 30 years. He has lived in Japan and Russia, and since 1990 has worked with over 150 clients and projects in eight republics of the former Soviet Union. The firm advises clients on how to structure Russian business operations, and how to manage legal issues relating to trade and investment in Russia. Robinson recently completed the legal and tax analysis for a proposed Russian regional development bank to finance infrastructure projects. The firm’s practice is equally divided between representing Russian-owned companies, and Western or Asian companies doing business in Russia.

JULY 2004

Dominique Vincenti

Dominique Vincenti joined The IIA Headquarters in September 2003 as Vice President in charge of the Global Practices Center.

Dominique Vincenti has had so far all of her career into Internal auditing. Since 1998, she was the CAE of one of the worldwide leader in home equipment and furnishing retailer - CONFORAMA, a 3 Billion US$ business operation with 277 stores in 6 different countries.

Before joining The IIA in Orlando, Dominique Vincenti was a member of the Executive committee of IFACI (French Institute of Internal auditors) and of the ECIIA (European confederation of Internal Audit). She also participated in the activity of The IIA Nominating Committee and Ethics committee.

MAY-JUNE 2004

Aron Cramer
Aron Cramer is President and CEO of Business for Social Responsibility (BSR). Aron Cramer joined BSR in 1995, and served as the founding director of its Business and Human Rights Program. He has worked closely with dozens of BSR’s member companies in numerous industry sectors, and on the full spectrum of CSR issues. Mr. Cramer has assisted companies in the development and implementation of corporate human rights policies; works frequently to build a dialogue between the business community and stakeholder groups, including several of the first "independent monitoring" pilots projects; has conducted human rights training sessions for more than 2,000 business leaders in Asia, Latin America, Europe and the US, and speaks with industry associations and media in the US and internationally about the development of private sector approaches to human rights issues. For the past two years, he has been based in Paris, where he launched BSR’s Europe office. He also led the establishment of BSR’s Hong Kong office in 2001. Cramer has provided support and counsel to many of the leading CSR initiatives in recent years, including the UN Global Compact, the Global Reporting Initiative, and the Fair Labor Association. Prior to joining BSR, he served as an attorney in private practice in San Francisco, and at ABC News in New York. Mr. Cramer received his B.A. in Political Science from Tufts University in 1984., and obtained his law degree from the University of California, Berkeley in 1989.


Ira Millstein
A graduate of Columbia Law School, Ira M. Millstein is a Senior Partner at the international law firm Weil, Gotshal & Manges LLP, where, in addition to practicing in the areas of government regulation and antitrust law, he has counseled numerous boards on issues of corporate governance, including the boards of General Motors, Westinghouse, Bethlehem Steel, WellChoice (fka, Empire Blue Cross), the California Public Employees' Retirement System (CalPERS), Tyco International, The Walt Disney Co., and the New York State Metropolitan Transportation Authority. Mr. Millstein also serves as pro bono counsel to the Board of Directors of the Lower Manhattan Development Corporation, the agency overseeing the redevelopment of lower Manhattan. He serves as Chairman of the Private Sector Advisory Group to the Global Corporate Governance Forum founded by the World Bank and the Organization for Economic Cooperation and Development (OECD).
In addition to his active legal practice, Mr. Millstein is the Eugene F. Williams Jr. Visiting Professor in Competitive Enterprise and Strategy at the Yale School of Management, and the Honorary Chairman of the Board of Advisors of the International Institute for Corporate Governance at the Yale School of Management. An Elected Fellow of the American Academy of Arts & Sciences, Mr. Millstein is a frequent lecturer and author on corporate governance, antitrust, and government regulation.

Mary Ann Jorgenson

PARTNER
CLEVELAND
Mary Ann Jorgenson is the firmwide Business Practice Area Coordinator and a member of the firm’s five-person management committee. She focuses her practice on the representation of public and private companies in securities matters, corporate governance, mergers and acquisitions, tender offers and contests for corporate control, venture capital and other financing, and executive compensation. She has particular experience in corporate growth strategies, representing local and global corporations in multimillion dollar transactions.

Ms. Jorgenson’s corporate experience is complemented by her active service as both counsel and adviser to the CEOs and boards of large and growing businesses; she has served as a Director or Secretary of several public companies, as well as private companies and charitable organizations. She has been listed in The Best Lawyers in America for a number of years and was named as one of the best corporate attorneys in Northeast Ohio by Northern Ohio Live and Inside Business magazines in 2002. In addition, she is named in Chambers USA 2003-2004 Leading Lawyers list.

Ms. Jorgenson also has significant international experience, serving as counsel to the Czech government on several privatization transactions and handling international transactions for domestic corporate clients.

Ms. Jorgenson chairs the Committee on Corporate Laws of the American Bar Association and is currently an adviser to the ABA’s national Task Force on Corporate Responsibility. She has also chaired the Corporation Law Committee of the Ohio State Bar Association and the Securities Law Section and the Securities Law Institute of the Cleveland Bar Association. She is a trustee of the Downtown Cleveland Partnership and chairs its Euclid Avenue Task Force, whose focus is the revitalization of Cleveland’s main street. For 13 years she also served as a trustee (including chair for three years) of Great Lakes Theater Festival, a regional classic theater.

Sarah Carey
PARTNER
WASHINGTON DC • MOSCOW
Sarah C. Carey leads the firm’s CIS practice. She concentrates her practice on international trade and investment with a particular emphasis on the countries of the former Soviet Union.

Ms. Carey provides legal counsel to a broad range of multinational companies, including the structuring of new investments, mergers and acquisitions and compliance with local regulatory regimes. She is often called upon to structure creative collaborations between industry and government, particularly in regard to large investment projects. Ms. Carey was instrumental in the implementation of many of the business forms and procedures now available in the CIS including joint ventures, joint stock companies, holding companies, production sharing arrangements, limited liability partnerships, branches and representations.

Ms. Carey is the chair of the board of directors of the Eurasia Foundation, a presidential appointment, and a director of Yukos Oil Company. She serves on numerous other boards and advisory committees. She also writes and speaks frequently on US-CIS relations.

Languages: English, Russian

APRIL 2004

Peter Gleason
Peter Gleason joined the National Association of Corporate Directors as Vice President, Research and Development in October 2000. He also serves as Treasurer for the Board of Directors of NACD and as Chief Operating Officer of the Center for Board Leadership, a joint venture between NACD and its Alliance Partners. The Center for Board Leadership engages in substantive research projects focused primarily on helping establish and refine “best practices” to enhance board performance. Mr. Gleason was formerly employed as a Manager in the Strategy and Business Transformation Consulting Group at Ernst & Young, LLP, and in the Merger Integration and Change Management Consulting Group at Pritchett & Associates. In addition, Mr. Gleason spent eight years in the Research Department at Institutional Shareholder Services (ISS), including service as Vice President and Director of U.S. Research. He has given numerous presentations and been quoted in a variety of publications on the subjects of corporate governance, executive compensation, mergers and merger integration, hostile corporate transactions, and strategic planning.
Mr. Gleason graduated from Dartmouth College and has an MBA with concentrations in both Finance and Marketing from Virginia Tech.

John Buehler
Specialist in Emerging and Developing Capital Markets Issues. Consultant to Foreign Securities Commissions and Stock Exchanges. Senior Adviser to NAUFOR, the Russian National Brokers Association. Consultant to the United Nations, Dept. of Economic & Social Affairs. Founder of US Series 7 Brokers Exam and Series 24 Supervisors Exam. Arbitrator for New York Stock Exchange, NASD, and MSRB. President of the U.S. Air Force Aid Society.

William Brennan
Bill has been working in Brussels as the general counsel of International Paper (Europe) S.A. since September, 2003. In this role he is the supervising attorney for all of International Paper’s businesses in Europe, including Russia. Bill joined International Paper in June, 2001 as Senior Counsel, Corporate Development. In that capacity he supported the corporate development group’s transactional work, including through the successful completion of the Company’s $3 billion divestiture program. Bill has also done substantial work with the Company’s treasury, intellectual property and human resources departments.

Prior to joining International Paper, Bill spent 12 years in private law practice in New York City. During this period, Bill devoted his time to a wide range of matters, including mergers and acquisitions, corporate and asset backed finance, venture capital and general business counseling.

Bill is a 1989 graduate of Fordham Law School and a 1986 graduate of Massachusetts Institute of Technology.

Robert Sheppard
Robert A. Sheppard is currently Senior Vice President of Sidanco, the fourth-largest integrated oil company in Russia. The company consists of six subsidiaries producing 400,000 barrels per day. Mr. Sheppard is responsible for the overall management of the company, as well as the introduction of Western business practices and technologies. He has also led major efforts in crisis management and financial recovery.

Before coming to Russia, Mr. Sheppard was President and General Manager of Amoco Egypt (1996-99), the largest foreign investor in that country, representing 45% of its total oil output. While there, Mr. Sheppard developed a compressed natural gas business for vehicles, which became the largest in the world after Argentina and Italy. He also renegotiated Amoco’s primary Production Sharing Agreement with the Egyptian government. While in Cairo, Mr. Sheppard also served as board chairman of the Community Services Association, and as vice chairman of the Fulbright Commission.

Other past positions include: President and General Manager of Amoco Argentina, where he was also board chairman of the American Chamber of Commerce, Buenos Aires (1995-96); Managing Director of Gulf of Suez Petroleum (1992-95); Vice President for Exploration at Amoco UK (1988-92); Production Manager for West Texas, engaged in oil operations in the Permian Basin (1985-88); Chief Petroleum Engineer for Amoco in Houston (1983-85); and a variety of other engineering, supervisory and management positions at Amoco going back to 1972.

Mr. Sheppard has a B.S. in Physics from the University of Wyoming and an Executive MBA from Columbia University. He is a member of the Society of Petroleum Engineers and of the American Petroleum Institute.

 

 

     


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