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December 15, 2008 Forum Report:

Inviting Guidance to Develop Questions about Compensation



For a report of the referenced discussion of this project, including links to the 2007 introduction of the TIAA-CREF model of questions, see the "Ten Questions" section of the following report:



Forum Report

Inviting Guidance to Develop Questions about Compensation

Anyone with an interest in the information needed to analyze executive pay is invited to help guide the development of a standard set of questions that investors can ask – and that corporate managers can readily answer – to understand a company's compensation policies.  We want to consider the interests of all marketplace participants, including not only a wide range of investment decision-makers but also the various corporate, adviser, reporter, academic and other professionals involved in the provision or use of compensation information.

Starting with the model of TIAA-CREF’s “Ten Questions” discussed at the recent Forum meeting addressing “Say on Pay,” our objective is to define some variation that can be used to

(a)    obtain the information most investors will need for the kind of company-specific analysis that demands more than a “box-ticking” review of compliance with general guidelines, and

(b)   satisfy the needs of a sufficiently broad range of investors that will justify corporate-initiated reporting of responses in public filings [see note, below], as suggested by a company representative at the Forum meeting.

If you want to offer your views, you can do so anonymously by rating the TIAA-CREF list of “Ten Questions” presented on an independent, privacy-controlled web site.  It should take less than three minutes, unless you have a lot to say in the optional comments:

You can also communicate directly, of course, either to discuss your views or to explore your possible further support of this project.


           GL – December 15, 2008


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335



NOTE:  The individual who suggested corporate reporting at the December 4th meeting has asked me to report that she had contemplated posting responses to the questions on the company's web site, rather than including the responses in the company's proxy statement or other filings that would involve potentially burdensome reviews of SEC reporting requirements. GL – 12/17/08




This Forum program is open, free of charge, to anyone concerned with investor interests relating to shareholder advisory voting on executive compensation, referred to by activists as "Say on Pay." 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 supported by Sibson Consulting 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 performance 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

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.