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Comments of Jon Lukomnik

April 22, 2009

in response to

Views of Responsibility for Investor Communications

(Comments of Leonard Rosenthal)


Jon Lukomnik, as one of the authors of the column on which Professor Rosenthal had commented, offered his response below.

Mr. Lukomnik is the managing partner of Sinclair Capital LLC and a co-author of The New Capitalists: How Citizen Investors Are Reshaping the Corporate Agenda.


The comments below have been presented also on the Say on Pay 2009 clearinghouse project web site, where you may find directly posted responses.

See also



Comments of

Jon Lukomnik

April 22, 2009


Here is my response to the response:


Although it may surprise Professor Rosenthal, we did not say that IR had no role.


What we said, exactly, was "donít make the mistake of automatically assuming that your investor relations unit is best placed to make those choices. IR is often best acclimated to dealing with analysts who want to know, for trading purposes, what will happen in the next quarter. The result is that a company can be surprised come the annual general meeting, when a corporate governance issue surfaces that never cropped up in the quarterly analyst calls. That helps nobody. Many companies understand this; itís one reason they assign the corporate secretary responsibility for the proxy. You could make the corporate secretary responsible for staffing the communications plan as well. Or you could restructure your IR department to communicate with the governance professionals, not just the analysts, at investment houses."


In other words, don't assume.


In fact, we agree with Professor Rosenthal that IR should have a role. Indeed, I have a very proactive IR firm as a client, and, both through it and individually, have advised IR at Fortune 500 companies regarding corporate governance issues. Unfortunately, some IR departments just don't think beyond stock price movements. Thankfully, due to Professor Rosenthal and others, they are becoming less prevalent. But they are not extinct. Our point was to say "don't assume." Make an evaluation if your IR program is sending the right SOP message to the right audience. If it is, fine. If it's not, either make them evolve to be able to deal with these issues or supplement them.


Clearly, Say on Pay and most corporate governance issues are nuanced. I apologize if the nuance did not come across in our column.


Best regards to the Forum, and thanks for all the good work,



Jon Lukomnik

Sinclair Capital LLC

New York, NY




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