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Request for Director Intentions to Stand for Re-election

(April 5, 2005)

Copied below is the text of an April 5, 2005 letter to the members of the Computer Associates board, asking whether those who were responsible for management during the period of acknowledged misconduct intend to follow the conventional practice of leaving the board now that new leadership is in place.

As stated in the letter, the directors’ advice is being sought so that efficient plans can be developed for the CA Forum’s review of board nominees to be considered at the approaching annual meeting of shareholders.  If a director intends to leave the board, the Forum would not need to devote resources to a review of that individual's past performance.

The letter’s reference to the period of misconduct until April 2004 is based on the company's acknowledgement in the September 22, 2004 “Deferred Prosecution Agreement” and its Exhibit B “Information.”  These documents can be downloaded from the following links:




575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325


April 5, 2005


By telecopier: 631/342-3300


Mr. Russell M. Artzt

Mr. Kenneth D. Cron

Mr. Alfonse M. D'Amato

Mr. Gary J. Fernandes

Mr. Robert E. La Blanc

Mr. Jay W. Lorsch

Mr. William E. McCracken

Mr. Lewis S. Ranieri

Mr. Walter P. Schuetze

Mr. John Swainson

Ms. Laura S. Unger

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749


To the members of the board:


            As you may know, the current CA Forum program was initiated to focus on the information needed by shareholders to select and monitor the company’s board, specifically addressing the past performance of each incumbent director nominated for re-election in 2005.[1]


            I will therefore appreciate the advice of each director who was responsible for CA’s management during the period of acknowledged misconduct, until April 2004,[2] regarding his intention to follow the conventional practice of leaving the board now that new leadership is in place.  Since there would be no need for the CA Forum to review the past performance of directors who are considered transitional – either declining to stand for re-election or planning to step down as replacement directors are recruited over the next year or two – knowing which directors require attention will help us plan a more efficient process.


            I look forward to receiving your advice and thank you, in advance, for your cooperation.



Sincerely yours,




Gary Lutin


[1] See November 1, 2004 Forum Summary:

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[2] According to the September 22, 2004 “Deferred Prosecution Agreement” and referenced Exhibit B “Information” in United States of America v. Computer Associates International, Inc., Cr. No. 04-837 (ILG).



The Forum is open to all Computer Associates ("CA") shareholders, whether institutional or individual, and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, as described in the Forum Summary.

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The material presented on this web site is published by Gary Lutin, as chairman of the Shareholder Forum.