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April 17, 2009 Forum Report:

Adding Professional Focus Sections to SOP 2009 Clearinghouse



Forum Report


Adding Professional Focus Sections to SOP 2009 Clearinghouse

For those of you with professional responsibilities for this year’s testing of compensation advisory voting practices, the “Say on Pay 2009” clearinghouse web site* has been expanded to provide separate “Focus” sections for specific expertise or viewpoints you may find useful.  Each viewpoint section will be chaired by a recognized leader to guide the definition of relevant issues and respond to your questions or suggestions.

Focus sections are now listed, with links to their main pages, at the top of the right column on each page of the SOP 2009 web site.  We’ve started with these three:

§    Corporate secretaries – Chair: Douglas K. Chia, Senior Counsel and Assistant Corporate Secretary of Johnson & Johnson; member of the Shareholder Forum’s Program Panel for “Say on Pay.”

§    Board members – Chair: James Kristie, Editor and Associate Publisher, Directors & Boards.

§    Say on Pay advocates – Chair: Timothy Smith, Senior Vice President and Director of Socially Responsive Investment, Walden Asset Management; founding leader of the “Working Group” organized in 2007 to advocate “Say on Pay.”

You’ll see that these sections allow you to enter comments, and that you can do so anonymously if desired.  Please make use of this feature to let the chairperson know what interests you.

Please also tell me what other viewpoints you would find useful.  We plan to add several more of these Focus sections, and will appreciate your advice of both expertise and timing priorities.


GL – April 17, 2009


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335




* The “Say on Pay 2009” clearinghouse was set up last month as a joint project of the Shareholder Forum and Corporate Secretary magazine to support the responses of governance professionals to the unexpected regulatory requirement of Say on Pay voting in 2009. We plan to develop the project as the 2009 test of advisory voting progresses, starting with basics for drafting resolution forms and then expanding to accommodate the evolving information needs of corporate, investor and regulatory decision-makers. All clearinghouse information will of course be made available free of charge, according to the Forum’s standard Conditions of Participation. For the project’s home page, go to:

Say on Pay 2009





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.