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Comments of C. William Jones

March 15, 2009

invited response to

Chia’s “Ten Things to Keep in Mind”


C. William Jones, whose comments are presented below, is President of  the Association of BellTel Retirees Inc. ("Association"), believed to be the world’s largest such organization with over 110,000 members who are retired employees of Verizon and its predecessor companies, and also serves as Board Chairman of ProtectSeniors.Org.  He had been a member of the earlier Forum program's Panel that established the Advisory Voting Project in 2006, and represented the Association in its initiation of the related Forum program addressing Verizon compensation issues.

It should also be noted that an Association proposal for "Say on Pay" at Verizon in 2007 received a 50.2% favorable vote, and that the company's board adopted the practice for implementation in 2009.



Comments of

C. William Jones

March 15, 2009



I have a few comments on Douglas Chia’s “Ten Things to Keep in Mind” when planning to implement Say on Pay.

Understand that I am opposed to legislation that would impose this process on all companies. The proxy proposal process will single out companies that deserve to be subjected to “Say on Pay,” because of their executive compensation abuses. If the owners do not care, why should anyone else? The one exception to this position is that TARP companies should be required to submit to say on pay since they have demonstrated that they require help from tax payers.

That said, it is my opinion that numbers 1, 2, 5 and 8 are the most important. Of these four, hearing from the companies that have adopted and tried say on pay this year, should be elevated to the number one position. I see no need to rush into the process. We can benefit from the successes and failures of those who take the first steps.





C. William Jones

President & Executive Director

Association of BellTel Retirees Inc.


Board Chairman



Reference to cited points of Chia list:

1.  Whatever “say on pay” ends up looking like, let’s make sure it yields information that will be useful for investors, companies (management) and boards alike.

2.  Before implementing say on pay, let’s constantly ask ourselves, “What we are trying to accomplish with say on pay?” and see if the proposed solution would actually help to accomplish that goal.

5.  Phrasing matters.  Say on pay must be clear on exactly what shareholders are being asked to vote.

8.  Let’s first hear from the companies that have adopted and tried say on pay, or are trying it for the first time this year, to see what their experiences have been and what they were able to gain from it.  Let’s also watch carefully the upcoming say on pay votes at the TARP companies before expanding this to the rest of the market.




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.

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