The Shareholder Forum

supporting investor access

for the informed use of capital to produce goods and services

 

The Shareholder Forum

Purpose

The Shareholder Forum provides all decision-makers – from the ultimate owners of capital to the corporate managers who use their capital, and all of the professionals in between – with reliably effective access to the information and views participants consider relevant to their respective responsibilities for the common objective of using capital to produce goods and services.

Access Policies

To provide the required investor access without regulatory constraints, the Forum developed policies and practices allowing it to function as an SEC-defined independent moderator. We also adopted well-established publishing standards to assure essential participant privacy and communication rights.

These carefully defined and thoroughly tested Forum policies are the foundation of our unique marketplace resource for clearly fair access to information and exchanges of views.

History

We have been doing this for more than two decades. The Forum programs were initiated in 1999 by the CFA Society New York (at the time known as 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 the Society’s members.

Independently supported by Mr. Lutin since 2001, the Forum’s public programs – often in collaboration with the CFA Society as well as with other educational institutions such as the Columbia Schools of Business and Journalism, the Yale School of Management and The Conference Board – have achieved wide recognition for their effective definition of both company-specific and marketplace issues, followed by an 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.

Commitment

The Forum welcomes suggestions for its continuing support of fair access to the information needed by both shareholders and corporate managers.

Responding to the recent increases in investor engagement and activism, we have established a strong policy commitment to supporting corporate managers who wish to provide the leadership expected of them by assuring orderly reviews of issues. We will of course also continue to welcome the initiation of company-specific programs by shareholders concerned with the use of their capital to produce goods and services, and we naturally remain committed to addressing general marketplace interests in collaboration with educational institutions and publishers.

 

The policy summary below was presented with explanations of objectives in a  July 30, 2014 Forum Report: Supporting the Definition of Issues to Be Considered by Investors.

 

For a printable copy of this policy summary, click here.

Forum Policies

Initiating the Definition of Issues

The following policies have been established to provide anyone responsible for investor interests with a practical means of controlling a definition of issues to be considered in shareholder capital commitment or voting decisions. Suggestions of policy modifications will be welcomed to support the intended review of common interests in long term company value.

1.

Eligibility of Initiator – Any investor or representative of investor interests in a subject company, including the company’s management, may act as an “Initiator” of a request upon agreeing to conditions for either specific or categorical identification by the Forum. Generally, the Forum will support Initiator anonymity to the extent that it will not be misleading.

2.

Request for definition of issue – Based only upon its determination that a briefly stated matter is relevant to long term investor interests, the Forum shall accept any request to define issues that an eligible Initiator believes investors should consider in decisions relating to the subject company.

3.

Confidential independent review and definition – The Forum will interview representatives of various marketplace perspectives, including the subject company’s management as well as a range of investors, assuring participants confidentiality to encourage their candid observations. Conferring privately with the Initiator, the Forum will then develop a concisely stated definition of issues in terms that (a) are clearly relevant to broad investor interests rather than a narrow constituency and (b) justify the attention of the company’s management to assure informed investor decisions.

4.

Reporting of defined issues and company response – If and as approved by the Initiator, the Forum will present its statement of defined issues to the subject company, delivering copies to both the board’s chairman and the chief investor relations officer. The company will be invited to assume responsibility for addressing the issues, whether the company or an investor was the Initiator, according to Forum policy supporting the duties of corporate directors and officers regarding stockholder interests. The company’s response, or lack of one, will be reported to the Initiator and to participants in the review, and will be publicly posted with the defined issues on the Forum’s website.

5.

Optional plans to address questions – If the Initiator wishes to consider additional support at any time before or after issues are defined, the Forum will develop proposed plans for processes (such as shareholder surveys, independent peer reviews of company reports, or Forum-moderated open meetings) to address questions that may be raised by either investors or the company’s management. Any optional process will require the Initiator’s written approval of a proposed plan, including costs.

6.

Costs – The Initiator will pay 40% of the standard charge for Forum definition of issues upon acceptance of the request, and the balance upon the Initiator’s approval of the Forum's statement of defined issues for presentation. However, if the Initiator is a shareholder owning less than 5% of the subject company, it will be required to advance only half the standard charges, and those advances will be reimbursed if the company’s management assumes responsibility for the costs of addressing the defined issues for the benefit of all shareholders. The Initiator will not be responsible for any other costs unless it agrees to them specifically in writing.

The Shareholder Forum will manage all requests for definition of issues as an independent moderator, according to its standard policies that allow investors to participate in exchanges of information and views either anonymously or for attribution, without acting in concert. The following provisions are more fully stated in the Forum’s posted “Conditions of Participation.”

Confidentiality: The Forum will consider all communications with someone exploring or initiating a request for issue definition to be confidential unless a specific disclosure is authorized, according to conventional understandings for research projects. Other participants in the review will not be identified unless they grant permission.

Independence: The Forum will have no responsibility or authority to represent or act on behalf of the Initiator or any other participant in a review, and neither the Forum nor any participant will be responsible for any acts or conduct of the other. Each participating investor, including the Initiator, will be expected to make independent use of information obtained through the Forum, and the Forum will not be involved in any agreements directly between participants. The Forum will of course have no direct or indirect ownership interest in a subject company, and will neither solicit nor accept proxies.

July 30, 2014

 

 

 

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 had been offering for several years with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.