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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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.
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
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
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.
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.
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
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.
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.
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.
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