Forum Home Page [see Broadridge note below]

 The Shareholder ForumTM`

Fair Investor Access

See related case examples of

Dell Inc.

appraisal rights for intrinsic value realization

and

Walgreen Co.

stock buyback policies

"Fair Access" Home Page

"Fair Access" Program Reference

For graphs of specific company and related industry returns, see

Returns on Corporate Capital

For graphs of specific company voting for the past 5 years, see

Shareholder Support Rankings

 

 

 

Forum distribution:

Old wisdom in support investor communication

 

The advance copy of an article below from the upcoming issue of Directors & Boards has been provided by the magazine's editor and associate publisher, James Kristie, for its coincidental relevance to the "Shareholder-Director Exchange Protocol" presented earlier this week. For a full copy of the original 1996 article based on its author's remarks to the Council of Institutional Investors, see

Note: Mr. Kristie is a member of the Forum's Program Panel for "Fair Investor Access."

 

Source: Directors & Boards, First Quarter 2014 article (advance copy)

 

In Memoriam


Should Directors Meet with Shareholders?

 If circumstances call for such a meeting, here are several suggestions for maximizing the usefulness of this session.

 

By Michael A. Miles

 

Ed. Note: Michael Miles, the former chairman and CEO of Kraft Inc. and Philip Morris Companies, died in November 2013 at the age of 74. He was one of the earliest chief executives to address a topic that is one of the most pressing concerns in corporate governance today — shareholder access to the board of directors. This is an excerpt from a larger article he authored on this topic in 1996 for Directors & Boards.

An important question confronting chief executives, boards of directors, and institutional shareholders is whether nonexecutive directors should meet with the institutional shareholders. My view can be stated unequivocally in two words: “Yes, but . . . .”

The “yes” part is fairly obvious. Shareholders are, after all, the owners of the company and are the “bosses” to whom the directors are accountable. As such, shareholders — and I believe that includes all shareholders — have the right to meet with whomever they have a legitimate reason to meet with, be it the CEO, other members of senior management, or the directors of the company.

But, I do believe there are “buts” and mine are as follows:

• There should be an important, specific director-level reason for the meeting.

• The meeting should be requested only when the regular channels of communication have been exhausted.

• Since it is often very difficult to get all outside directors together at once, it is best to focus on the most relevant subgroup: compensation committee, audit committee, nominating committee, or the like.

• Unless there is a very real reason not to, it is best to invite the CEO.

• It will help to provide attendees with homework materials in advance so that they come prepared.

• Don’t look for instant decisions in a meeting, but do insist on appropriate follow up.

• Unless and until you want to play hardball and get a reputation for same, don’t preview or review your grievances in the press.

• Be careful to observe all the legalisms.

• If one or at most two meetings have not been productive, don’t expect that any more will be either.

While you may have arrived at some of this advice already, I hope these views on director/shareholder meetings will be useful in guiding your course of action in this important and sensitive aspect of corporate governance.

FIRST QUARTER 2014

 

 

This Forum program is open, free of charge, to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

This Forum program was initiated to address issues and objectives defined by participants in the 2010 "E-Meetings" program relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to access@shareholderforum.com.

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.