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See responsive comments:

Ronald M. Schneider, March 24, 2011

John C. Wilcox, April 4, 2011

Robert G. Berick, April 4, 2011

Timothy Smith, April 5, 2011

Louis M. Thompson, Jr., May 6, 2011

See also

April 27, 2011 IR Web Report: "Did OXY’s “fifth analyst call” violate Reg FD?"



Forum Report: Electronic Participation in Shareholder Meetings


Inviting Comments on Board Advisor's Views of "Fifth Analyst Call"

Karen Kane, a board communications advisor at Karen Kane Consulting and former board secretary of the Federal Reserve Bank of Chicago, has invited participants in the Forum's "E-Meetings" program to comment on her views, presented below, of opportunities for corporate boards to adapt an institutional investor group's proposal of a "Fifth Analyst Call" as an effective means of managing communications with shareholders.

For background reference, the "Fifth Analyst Call" proposal and broader interests in "pre-meeting meetings" have been addressed in the following:

Your comments will be welcomed, either informally or in statements to be reported to other Forum participants.

GL – March 22, 2011


Gary Lutin

Chairman, The Shareholder Forum

c/o Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335




Comments of

Karen Kane

March 21, 2011



Enlightened Companies: Step Up and Co-opt the Fifth Analyst Call


Here’s the challenge: major and influential global institutional investors embrace a “Fifth Analyst Call” as a concrete, easy-to-implement solution to improve “open and constructive dialogue” with US boards of directors on the topic of the company’s governance. Others in the investment community, beginning with the companies themselves and including analysts and investors—both professional as well as “retail” investors—see problems in the details. Rather than abandon the idea, enlightened companies could refine the concept of the Fifth Analyst Call to improve upon a proposal beyond serving the narrow interests of this coalition to make it a fair process that corporate managers can properly use to serve all investors equally.

Since the quarterly analyst call focused on the company’s quarterly results has been such a hit, institutional investors reasoned, why not have a “Fifth Analyst Call” with a focus on corporate governance? The investors proposed a standard of corporate governance issues for the agenda including governance framework and philosophy, board structure, effectiveness and succession planning, audit and/or risk committee matters and of course compensation.

What’s really at issue here is the opportunity for boards to gain direct control of communication with investors rather than through the intermediary of a proxy firm like ISS. This enables the company to define the issues with shareholders themselves rather than letting it be defined for them. Boards should initiate investor outreach, but how they do it should be customized for each board. Boards are not a one-size-fits-all commodity when it comes to shareholder communication. All boards should be listening, developing channels to receive shareholder intelligence, getting a better sense of where their shareholders stand on key issues such as director competencies, independence and executive compensation issues.

Some boards will see this opportunity as a constructive way to define the shareholder issues and decide how they want to engage. For others, such communication raises the specter of the board assuming executive responsibilities for messaging, something many boards strongly resist. Yet this is another example of the kinds of decisions boards must make individually, company by company in light of their competitively differentiated efforts to win the support of shareholders. Many see governance communication as a board-centric role while other boards may simply want to provide oversight and ensure consistency. Some boards are blessed with members who are accomplished speakers and thought leaders. Why not utilize such board members as a company resource in defined situations? However, once the board designates a member to “speak for the board,” it must commit to adequate preparation as well as board agreement about the topic.

While the original Fifth Analyst call limited the audience to selected institutional investors, management could choose to open it up to all investors by webcasting it. Not only would it nullify any Regulation Full Disclosure concerns, but would also serve to enlarge the dialogue between boards and investors. Should the topic of the call or webcast be restricted to governance only, or are there occasions for the company to expand beyond governance and voting issues?

By creating venues to listen to shareholders, companies better understand their concerns. Scheduling the conference call or webcast in conjunction with the proxy and prior to the annual meeting may give management and directors a better perspective on how the proxy is being received. They may begin to see how the legal language proves more confusing than helpful. It could even result in improving the proxy language going forward.

Most importantly, companies that embrace the concept of the “Fifth Analyst Call” would demonstrate that they respect and value their shareholders, which is the true basis for a long-term relationship.

Karen Kane

Karen Kane Consulting
1415 West 22nd Street, Tower Suite
Oak Brook, Illinois 60523




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