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.
Eligibility of Initiator
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.
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.
Confidential independent review and definition
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.
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
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.
– 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.
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
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.
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