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Letter Requesting Board Statement of Policy for Responding to Investor Inquiries

(August 4, 2005)

Copied below is the text of an August 4, 2005 letter to the chairman of Computer Associates' board requesting a statement of policy to guide management's responses to shareholder requests for information.

The letter states that recent experience has demonstrated the need for improved practices, and summarizes the costly delays which prevented shareholders from obtaining the information needed to properly consider voting decisions on director candidates presented for election at the annual meeting scheduled for August 24, 2005.  Links to referenced communications are provided in the letter's footnotes.  The referenced confidentiality agreement can be downloaded from the following link:

The letter also states that the Forum will adjust its program to provide information relevant to investor decisions during the period after the 2005 annual meeting.

The company's secretary, executive vice president and general counsel responded in an August 11, 2005 letter, raising issues which further demonstrated the need for a board policy assuring management's respect of shareholder information requests.  The Forum manager addressed these issues in August 16, 2005 letters to the chairman and the executive.  An August 22, 2005 letter repeated the executive's previously addressed statements, to which the Forum manager responded in an August 23, 2005 letter reminding the board of its responsibility for management respect of investor inquiries in compliance with the company's Deferred Prosecution Agreement.




575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325


August 4, 2005



By telecopier: 631/342-3300


Mr. Lewis S. Ranieri

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749



Dear Mr. Ranieri:

            A board statement of policy concerning CA responses to investor information requests will be appreciated to guide the current Forum review as well as all other shareholder inquiries.

            You may recall that I had asked you to develop “communication protocols that permit efficient CA management responses” to investor inquiries, including provisions for confidentiality restrictions, in a December 8, 2004 letter.[1]  Although the CA executives to whom you referred my request have repeatedly promised cooperation, the results have been disappointing:

§    The two senior vice presidents for corporate governance corporate and corporate communications to whom you first assigned responsibility insisted on a face-to-face meeting to discuss cooperation, but claimed various scheduling problems which delayed the event until February 9, 2005, two months after my letter.  A few minutes into the meeting, they revealed that they lacked the authority to do anything other than “continue a dialogue.”[2]

§    The executive vice president to whom responsibility was reassigned decided not to cooperate with the Forum in its response to the Restitution Fund Administrator’s requested review of investor issues,[3] and repeatedly declined requests for advice regarding the development of procedures for the Forum's review and reporting of information needed by shareholders about the past performance of directors standing for re-election.[4]

§    The absence of management cooperation required resort to a formal, court-enforceable shareholder demand for records needed for an independent review of the director candidates’ past performance.[5]  Independent legal counsel responded on behalf of CA, engaging in several exchanges of letters stating an intent to comply “amicably” and, after a month, producing the requested conventional form of confidentiality agreement.  As of today, however, with only three weeks remaining to vote for director candidates, none of the records have been produced.

            In summary, CA’s current management practices have taken approximately eight months and a considerable amount of executive and lawyer time to provide the standard form of confidentiality agreement that could have been delivered with a couple of hours of work a few days after my December 8, 2004 letter.  Aside from the costs, these practices have prevented shareholders from obtaining the information they need to properly consider their voting decisions for the candidates presented for re-election at this year’s annual meeting.  I assume that the board will appreciate the need to establish better practices, not only as a duty to shareholders but also to comply with the requirements of the Deferred Prosecution Agreement.

            The Forum will necessarily adjust its program to develop information about director performance for investor decisions after this year’s election.  I look forward to learning how the board will support these efforts to serve CA’s shareholders.


Sincerely yours,





Gary Lutin


[1] See December 8, 2004 letter inviting cooperative development of shareholder oversight procedures:

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[2] See February 9, 2005 management response to request for cooperation:

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[3] See March 4, 2005 “Forum Program for Fair Allocations of $225 Million CA Restitution Fund”:

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[4] See May 13-23, 2005 management response to requested cooperation in review of director candidates:

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[5] See June 27, 2005 shareholder demand for minutes to review performance of director candidates:

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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.

There is no charge for participation.  As stated in the Conditions of Participation, participants are 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.

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