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Electronic Participation in Shareholder Meetings

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"E-Meetings" Home Page

"E-Meetings" Program Reference

 

E-Meetings Review

a project of

The Shareholder Forum

in support of its program for

Electronic Participation in Shareholder Meetings

 

Participant Questions

News Digest

Meeting Observations

Focus Report

 

July 16, 2010

 

Participant Questions and Comments

 

Results of Forum’s open meeting:

The results of the Forum’s July 13 open meeting were distributed and posted on the E-Meetings web site earlier today. These are highlights of the conclusions about requirements of shareholder meetings requirements of shareholder meetings:

  1. …Forum participants can and should focus on standards of conduct to be judged by the investor marketplace, and on which corporate competition for capital will be based.
  2. Companies can address their interests in investor communications without being constrained by “proxy plumbing” requirements.
  3. Companies are in fact free to conduct whatever communications they consider justified to respond to investor interests in voting issues, at any time, subject only to the regulations that are routinely observed in all corporate communications with investors.

 

Consensus was also established prior to the meeting’s adjournment on the following three proposed standards to be considered by an investor, with participants agreeing to continue review of other standards in post-meeting communications:

  1. Does every shareholder have equal access to information relevant to the election of directors and other matters to be decided at the meeting?
  2. Does the company provide shareholders with reasonable opportunities to present questions to management relating to matters that will be decided at the meeting?
  3. Does the company follow a reasonable procedure for reporting investor questions and comments?

 

Plans for continuing Forum projects:

As indicated in today’s report of Tuesday’s meeting, the Forum has been asked to consider the development of three separate projects so that participants can concentrate their attention on the specific interests that concern them. Please let Gary Lutin, the Forum’s chairman, know if you are interested in any of these:

  • Definition of standards

  • Communication processes

  • Voting processes

News Digest

 

A report published by Inside Investor Relations, an affiliate of IR Magazine, reviewed a range of good and not-so-good corporate communication initiatives to win shareholder voting support. Among the advocates of more effective practices were E-Meetings panel members Peggy Foran and Tim Smith, as well as former “Say on Pay” program panel member John Wilcox.

 

The SEC announced its long-anticipated concept release inviting public comments on the U.S. proxy system, including some of the “proxy plumbing” issues addressed in this week’s Forum meeting as well as proxy advisory services and other elements related to investor communications.

 

Meeting Observations

 

After announcing a proposed settlement of SEC investigations, Dell adjourned its briefly convened annual meeting today to Aug. 12 so that shareholders will have time to consider the settlement.

 

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FOCUS REPORT

 

Testing the Communication Tools

 

 

At this week’s open meeting of the Shareholder Forum to address standards for electronic communications, we tested what we were discussing. And then we asked what might make it better.

 

To make your own judgment from the archived copy of the Forum meeting’s webcast, click here.

The Forum meeting was conducted with the same kind of chaired discussion common to shareholder meetings, with about 30 people convening in a room and about the same number joining by webcast, so it provided a perfect opportunity to see what could be done with readily available communication tools. We started with what Thomson Reuters[1] considered a conventional format for the quarterly analyst webcasts that have evolved to satisfy the information requirements of professional investors – something that every company can afford, and that every investor considers accepted practice. Then they suggested some additional features to adapt the webcast to our open discussion. For the three panel members who wanted to demonstrate “remote” participation, they added open phone lines so each of them could talk “live” rather than on 30-second webcast or satellite delay. (Now you know why even the most technologically sophisticated network news programs have to use earphones for conversations between correspondents and anchors.) And for the webcast participants, they added features allowing them to present comments online and respond to voting proposals. Finally, we were inspired by the Berkshire Hathaway example to add two reporters who could act as delegates of the webcast participants and present online comments orally, providing a more natural flow of discussion.

 

Most of the participants who contributed their views to this article expressed a generally positive views of the resulting experience, which Mark Latham, founding director of Proxy Democracy and a representative of individual investors on the SEC Investor Advisory Committee, called “well designed and executed.” And they also had a lot of suggestions about doing more.

 

More video

 

If there is one technology-related item that everyone seems to like it is video. One participant with an activist pension fund perspective expressed so much support for video that he now considers audio-only to be appropriate only for “small-cap companies looking to save money.”

 

On the corporate side, Cary Klafter,[2] vice president of legal and corporate affairs at Intel and perhaps corporate America’s biggest proponent of “virtual” meetings, has used video for his company’s annual meeting and prefers video to audio-only. The advantage of a video webcast is “you can see people’s faces,” Klafter says, and he also likes the way webcast video screens provide primary and secondary screens that can show both slides and video together. The disadvantage, he says, is that video gets to be “more complicated in production and expense.” However, he adds, “many companies now use video for internal meetings, marketing and other purposes, and so this is a known technology.”

 

Audio-only, on the other hand, can be “relatively austere” and the sound quality is not always good in the absence of sufficient microphones, Klafter says. The situation was satisfactory in the Forum meeting, though, as the audio quality was good and one could easily hear the proceedings, says Klafter, who participated via one of the open phone lines. (Note: We used one high quality microphone for every two seats.) “In the absence of upgrading to video it seems that you have got everything, the entire suite of [features].”

 

Latham of Proxy Democracy also prefers video but says he realizes the cost is high. He says he was impressed with the way the Forum used the all-audio package, though, and pleased with the resulting ability to participate remotely. “The simple level at which [the meeting] was done was quite effective,” he says.

 

Slides for everyone

 

Several participants, including publisher James McRitchie of CorpGov.net, would like to see the Forum include more visual elements like slides. McRitchie, who participated via webcast, says that when he got distracted during the meeting and tried to return and follow the agenda, he found it difficult. Having slides of the questions and other matters being discussed would have made it easier to rejoin, he says. “At least it would show what subject we’re on right now.”

 

Dean Starkman,[3] editor of Columbia Journalism Review’s business reporting section, The Audit, suggested from his observations as an in-person participant that people sitting in the room would have benefited from the use of projection screens so they could see the same presentation that the webcast participants were seeing on their computer screens. “Two projection screens would be nice so everyone could see,” says Starkman.

 

Polls with instructions

 

The polling tested during the meeting received a combination of praise for what it could do and concern about how the Forum did it.

 

Nearly everyone found the process confusing. The polls were displayed on the webcast screen close to the end of the meeting, when the meeting’s chairman, Gary Lutin, asked participants to vote on several proposals without telling them how to do it. There was also confusion about matching proposals to the polling proposal numbers, and some participants lost count and were unsure as to which proposal they were voting on.

 

Among the several meeting participants recommending improved chairman performance was the chairman, himself, who had observed immediately after the meeting’s adjournment that he should have taken the time to learn how the polling process worked before using it. Lutin expressed a belief that it could be managed without confusion by anyone who spends a few minutes before the meeting to understand the process and the need to provide instructions for participants, and that under those circumstances it should be a very valuable communication tool. 

 

Tracey Rembert, an analyst and governance advocate at Pax World Management who attends many shareholder meetings, said in spite of the somewhat bumpy Forum experience she was impressed with the value of instantaneous polling. “I have never seen a company do that.”

 

Credible moderation

 

To make the process of question submission as fair as possible, the Forum asked two journalists, Avital Louria Hahn, editor of E-Meeting Review, and Neil Stewart, editor-at-large of IR Magazine, to moderate the comments and questions received from online participants.

 

In a similar way to Berkshire Hathaway’s recent journalist-moderated Q-and-A, the Forum journalists selected the comments to be presented, raising their hands to signal incoming questions. But since the Forum meeting was an open discussion instead of a Q-and-A, participants spoke throughout the meeting and the journalists had to choose the right moment to present the questions, just like everyone else sitting around the table with something to say.

 

Most participants interviewed for this article indicated that they felt the journalist-moderated process was fair. “It seemed like a good system to have two people on the receiving end processing and injecting the comments,” says Proxy Democracy’s Latham. “It is always tricky to figure out how to conduct an Internet forum, and that seemed like a smart system.”

 

But getting companies to use independent, third-party moderators may be a long shot, says Mark Schlegel of Moxy Vote, a website that supports activist and individual investor proxy voting. Companies usually act as their own Q-and-A moderators and as such they can easily ignore inconvenient questions received online that no one else can see, he says.

 

Stewart, one of the two journalists, says that even a moderated Q-and-A does not necessarily assure transparency. With few exceptions most companies have not made their online questions visible to all, he says, suggesting that the area may be one in which investor relations teams may want to get involved. “There is nothing forcing companies to make the process transparent.”

 

And there was one webcast participant who saw the process as simply not fair, saying he was dissatisfied that only two of his nine comments and questions had been presented.

 

Post all questions and comments!

 

Numerous participants suggested that one of the surest ways to increase transparency, even by the Forum, would be for questions and comments submitted online to be visible to all participants.

 

These preferences emerged even as participants expressed confidence that the journalist-moderated process was fair. They nevertheless indicated that given a choice they would prefer to see the Forum questions and comments posted, either during or after the meeting. “I would like to see people’s questions even if they don’t get answered,” says Rembert of Pax World.

 

Seeing other shareholders’ questions has emerged as a key issue for many investors. Some, including Rembert as well as McRitchie and Schlegel, suggested that companies always be required to post questions online as a way to hold them accountable.

 

Rembert says that in a traditional shareholder meeting, one knows who spoke even if the person did not give a name. In a question that comes over the internet and is only seen by the company, there is no way to know who commented and on what subject. “We need to know what is being skipped and what is being addressed,” says Rembert. “What is the elephant in the room that all these shareholders care about?”

 

Some raised the question of how to post questions for all to see if the company uses a moderator who does not approve all the questions at once. Schlegel suggested that if questions and comments cannot be posted in real time for flow and logistics reasons, then they should be posted immediately after the meeting.

 

Even if a company agrees to post questions online, issues arise concerning the volume of questions and the timeframe for posting them, participants pointed out. In another scenario, others discussed how to manage the posting if a large number of questions came in all at once, creating a potentially confusing situation. Rembert suggested as an example that if a large company expects a large number questions to come in, it can create headings so that people can select categories for their questions and keep them organized for others to read. “We need those accountability metrics,” says Rembert.

 

Finding the right way

 

Asked about the post-everything controversy, the Forum’s chairman reports that he remains undecided about how electronically transmitted questions should be treated, by companies and also by the Forum. As both an advocate of investor access and someone responsible for maintaining the kind of orderly exchange required for all views to be considered, he says that every time someone has suggested a seemingly sensible solution he has eventually realized that the process may be complicated by concerns about confusion, information reliability, privacy issues, publishing responsibility, etc. But he is confident that real-world testing of alternatives will soon lead to a solution at least as effective as a chairman’s looking around a room to decide which waving arm gets to speak.

 

In the end, as Moxy Vote’s Schlegel sees it, the discussions about how to use electronic processes are really all about how to improve shareholder communications. Attributing his observation to a comment made by Forum chairman Lutin, Schlegel concludes that “the point of the Forum was not whether you should or shouldn’t do a virtual meeting. It was that if you do a virtual meeting, here are some things that you really need to consider that investors think are important.”

 


[1] Thomson Reuters provided the webcast and related communications services to the Forum.

[2] Mr. Klafter is a member of the Forum’s Program Panel for E-Meetings, and Intel is one of the program’s leadership supporters.

[3] Mr. Starkman is a member of the Shareholder Forum’s Policy Review Board, and is also providing informal guidance to the E-Meetings Review.

 

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Avital Louria Hahn

E-Meetings Review, a Shareholder Forum project

516-782-2715

avital.hahn@shareholderforum.com

 

 

© 2010 The Shareholder Forum

 

 

 

This Forum program is open, free of charge, to anyone concerned with investor interests in the development of standards for conducting shareholder meetings with electronic participation. 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.

The organization of this Forum program was encouraged by Walden Asset Management, and is proceeding with the invited leadership support of Broadridge Financial Solutions, Inc. and Intel Corporation to address issues 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 e-mtg@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.