The Shareholder Forum

supporting investor interests in long term enterprise value

 

Purpose & History of Services

The Shareholder Forum

The Shareholder Forum supports investor interests in corporate enterprise value with services that require independence – and that may benefit from the Forum’s network resources and recognition for advocacy of long term investor interests – to assure a definition of relevant issues and fair access to information that can be relied upon by both corporate and investor decision-makers.

The policies that provide a foundation for the Forum’s marketplace functions have been carefully developed and tested to allow any investor to participate in its communications, either anonymously or visibly, without acting in concert. Established originally to accommodate professional fund managers, this independent moderator function has proved to be consistently effective in managing orderly processes of issue definition for rational analysis by fiduciaries who are responsible for informed decisions.

Initiated in 1999 by the New York Society of Security Analysts with lead investor and former corporate investment banker Gary Lutin as guest chairman to address the professional interests of its members, and independently supported by Mr. Lutin since 2001, Forum programs have achieved wide recognition for their effective definition of important issues and orderly exchange of the information and views needed to resolve them. The Forum's ability to convene all key decision-making constituencies and influence leaders has been applied to subjects ranging from corporate control contests to the establishment of consensus marketplace standards for fair disclosure, and has been relied upon by virtually every major U.S. fund manager and the many other investors who have participated in programs that addressed their interests.

Currently important applications of the Forum’s independent position include the support of corporate managers who wish to provide the leadership expected of them by responding to activist challenges with orderly reviews of issues relevant to long term investor interests.

Requests for Shareholder Forum consideration of support may be initiated confidentially by any investor or by the subject company, or by the professional advisors to either.

 

For policies supporting requests to define issues that may be addressed in a Shareholder Forum program, click here.

 

The Shareholder Forum: Policy Summary

Conditions of Participation

Note: Conditions of participation in private programs and special projects may vary from the policies stated below for publicly open programs.

The Shareholder Forum conducts open Programs to provide its Participants with access to information and exchanges of views that may be relevant to investor decisions. The policies summarized below have evolved since 1999 to assure fair and adaptive processes that serve each Participant as well as the general public interest.

Open Programs

1.                  Conduct of Program: An open “Program” may be conducted to address any issue relevant to investor valuation or voting decisions, concerning either (a) a particular company or (b) a broadly applicable subject of public interest. Upon a Program’s commencement and until its conclusion, the Forum will post on its publicly accessible web site a summary of the Program’s purpose, announcements of Program activities, and the information reported to Participants.

2.                  Program Activities: Program activities may involve a variety of communication processes, ranging from open meetings and publicly distributed reports to private discussions between a Forum moderator and individual Participants, if and as appropriate to (a) define issues relevant to investor interests, (b) obtain and provide to Participants the information needed for their independent decisions, (c) assure the effective exchange of views, and (d) identify expertise and other resources applicable to investor interests. Information of general Program interest will be distributed to all Participants who provide an email address for that purpose, subject to the Forum privacy commitment. More specialized subjects may be addressed in separate “workshops” or similar processes, so that Participants can be selective in their attentions to activities and issues.

3.                  Program Panel: The Forum may establish a Panel to provide expertise or insight relating to the issues addressed in any Program, with the understanding that invited members will be expected only to offer informal views and will have no responsibility for the Forum’s conduct of the Program. Members of a Panel will be identified to the Program’s Participants, and will have the right to request the Forum’s report to Participants of any views or other information relevant to the Program.

4.                  Exploration and Planning of Program: The processes of defining issues, determining investor interests, and developing plans prior to the actual commencement of a Program may be conducted privately, according to policies intended to provide equal access to Forum resources. The identities of initiators and any financial supporters of a Program’s organization will be made available to all Participants, however, if and when an open Program is commenced.

5.                  Public Interest Programs: If it appears that that a defined issue may have broad relevance to investor interests beyond their decisions about a single company, the Forum may establish a “Public Interest” Program to address the issue according to policies that provide for cooperation with one or more educational organizations and the support of exemplary marketplace leaders.

6.                  Management Responsibility: The conduct of each Program will be the responsibility of The Shareholder Forum, Inc. (the “Forum”), which will provide the services of Gary Lutin to chair all Programs. Neither the Forum nor Mr. Lutin will have any ownership interest in a company that is the subject of a Program.

7.                  Review of Forum Policies: Any Participant may suggest revisions of Forum policies, including these Conditions, or their specific application to assure the fair conduct of a Program. If a Participant wishes to raise a question about the Forum’s response to such a suggestion, the Participant may submit it to the Forum’s Policy Review Board of independent marketplace representatives.

Participants

8.                  Participation: Each Forum Program will be open, free of charge, to all investors, whether institutional or individual, and to anyone with fiduciary or professional responsibilities for investor decisions relating to the issue being addressed (including directors and officers of a subject company, advisers to investors or corporate managers, securities analysts, journalists, educators, etc.). As stated in this section, each such “Participant” is expected to make independent use of information obtained through the Forum and may choose to express views either anonymously or for attribution, subject to the privacy rights of other Participants.

9.                  Independence of Participant: Each Participant is expected to act independently. Participation in a Program, including any of its components or functions, is not intended either (a) to be or to encourage an agreement among Participants to act in concert, or (b) to restrict in any way the freedom of Participants to enter into independent agreements for any purposes they may wish. Any such independent agreements of Participants, including separate agreements between Participants, will be considered unrelated to the Program and the Forum. It should of course be understood that no Participant may act for or on behalf of the Forum, or represent that it is doing so.

10.              Privacy: The communications of a Participant with the Forum or others involved in a Program will be considered private and anonymous, and the Forum will not disclose a Participant's identity or views without the Participant's specific consent. Participation in a Program is subject to the Participant’s agreement to respect the privacy rights of other Participants, including under circumstances in which the Participant may learn the identity or views of another Participant as a result of involvement in a Program.

11.              Forum Not Representing Participants: It should be understood that the Forum (including for these purposes any employee or agent of the Forum) will have no responsibility or authority to represent or act on behalf of any Participant unless an exception is specifically agreed to in writing by both Participant and the Forum, and that neither the Forum nor any Participant will otherwise be responsible for any acts or conduct of the other. Specifically, the Forum will neither solicit nor accept proxies.

12.              Responsibility for Costs: Participants will have no responsibility for any costs or other liabilities of a Program or of the Forum, other than as agreed in writing. Similarly, the Forum will have no responsibility for any costs or other liabilities of a Participant. However, if costs incurred by a Participant for purposes consistent with investor interests addressed by a Program are approved by the Forum as “Contributions,” those Participant costs may be reimbursable according to the provisions of paragraphs 18 and 19.

Costs and Reimbursements

13.              Program Costs: The costs of all Program activities will be established according to stated policies assuring equal access to Forum resources. Contributions to fund those costs may be accepted from a Program’s Participants or others interested in the issues being addressed. The identity of funding sources for a Program will be disclosed to Participants upon request.

14.              Invited Company Support: To the extent that a Program is addressing an issue of apparent significance to a broad range of a specific company’s investors, the Forum may invite that company to assume responsibility for the Program’s costs so that the expense is borne at a corporate level and thus allocated fairly in proportion to the interests of all investors for whose benefit the Program is conducted. Pending a company’s acceptance of an invited funding commitment, the Forum may consider proceeding with a Program based on agreements with one or more Participants for Contributions covering less than the full amounts of Program costs. Company responses to a Forum invitation to fund a Program will in any event be reported to Participants.

15.              Invited Investor Support: For a company-specific Program, the Forum may invite investors to make financial Contributions to support the Program pending the subject Company’s assumption of responsibility for costs. Special projects may be developed to address the interests of such supporters, provided that those interests are not inconsistent with broader shareholder interests. The terms and conditions of all invited investor support, including specific policies for identifying support sources, will be disclosed to Participants upon request.

16.              Invited Leadership Support: For a Public Interest Program, the Forum may invite financial and resource support of commercial organizations that are recognized for exemplary leadership in relation to the issues being addressed. The invited resource support may include a representative on the Program Panel, and will encourage active participation in workshops or other Program activities that can benefit from the Leadership Supporter’s expertise and insights. Provisions for financial contributions may include sharing or allocation arrangements for any educational organizations cooperating in the Program. The identities of a Program’s Leadership Supporters will be included with reports identifying its Program Panel membership, and will also be provided to Participants upon request.

17.              Sponsorship Support: The Forum may accept financial support of the Program from Participants or others with interests in the Program’s purposes, subject to conventional publishing and academic standards of sponsorship respecting independent integrity. Any such sponsorship payments from shareholder Participants may be considered approved “Contributions” for purposes of reimbursement as provided below in paragraphs 18 and 19. The identities of Program sponsors will be provided to Participants upon request.

18.              Approved Contributions: Any costs incurred by a Participant, whether independently or in support of a Program, may be considered reimbursable “Contributions” if the Forum determines that they are reasonable and for purposes relating to the investor interests addressed by the Program. Although Contribution status may be considered after costs are incurred under exceptional circumstances, a Participant should seek written Forum approval of costs prior to making commitments.

19.              Reimbursement of Participant Contributions: Participants will be reimbursed for Contributions only according to a written agreement with the Forum relating to its approval of the Contribution. Such agreements may include conditions making the reimbursement subject to the availability of funds from a company that has been invited to assume responsibility for a Program’s costs.

September 14, 2009 – GL

 

 

 

Inquiries, requests to be included in email distribution lists, and suggestions of new Forum subjects may be addressed to inquiry@shareholderforum.com.

Publicly open programs of the Shareholder Forum are conducted for free participation of all shareholders of a subject company and any fiduciaries or professionals concerned with their decisions, according to the Forum’s stated "Conditions of Participation." In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.