The Shareholder Forum™
The Shareholder Forum provides all decision-makers – from the
ultimate owners of capital to the corporate managers who use their
capital, and all of the professionals in between – with reliably
effective access to the information and views participants consider
relevant to their respective responsibilities for the common objective
of using capital to produce goods and services.
To provide the required investor access without regulatory constraints,
the Forum developed policies and practices allowing it to function as an
SEC-defined independent moderator. We also adopted well-established
publishing standards to assure essential participant privacy and
These carefully defined and thoroughly tested
Forum policies are the foundation of our unique marketplace resource
for clearly fair access to information and exchanges of views.
We have been doing this for more than two decades. The Forum programs
were initiated in 1999 by the CFA
Society New York (at the time known as the New York Society of
Security Analysts) with lead investor and former corporate investment
Gary Lutin as guest chairman to address the professional interests
of the Society’s members.
Independently supported by Mr. Lutin since 2001, the Forum’s public
programs – often in collaboration with the CFA Society as well as with
other educational institutions such as the Columbia Schools of Business
and Journalism, the Yale School of Management and The Conference Board –
have achieved wide recognition for their effective definition of both
company-specific and marketplace issues, followed by an orderly exchange
of the information and views needed to resolve them.
The Forum's ability to convene all key decision-making constituencies
and influence leaders has been applied to subjects ranging from
corporate control contests
to the establishment of consensus marketplace
standards for fair disclosure,
and has been relied upon by virtually every major U.S. fund manager and
the many other investors who have participated in programs that
addressed their interests.
The Forum welcomes suggestions for its continuing support of fair access
to the information needed by both shareholders and corporate managers.
Responding to the recent increases in investor engagement and activism,
we have established a strong policy commitment to supporting corporate
managers who wish to provide the leadership expected of them by assuring
orderly reviews of issues. We will of course also continue to welcome
the initiation of company-specific programs by shareholders concerned
with the use of their capital to produce goods and services, and we
naturally remain committed to addressing general marketplace interests
in collaboration with educational institutions and publishers.
January 25, 2010 article
Intel scraps online-only annual meeting
Jan 25, 2010
Investor outcry forces
chip giant to rethink plans
When Intel first announced plans to move
its annual shareholder meeting exclusively online, the company did not
anticipate the shareholder backlash. ‘We thought it was going to be
completely non-controversial. We just have local retirees come to the
physical meeting,’ says Cary Klafter, Intel’s VP of legal and corporate
affairs and corporate secretary.
Last year Intel, using software developed
by Broadridge, was one of the first companies to allow shareholders to
participate in the annual meeting by going online. The goal was not only to
decrease cost, but also to promote greater shareholder participation. In
2009 more shareholders attended the meeting from their living rooms than
in-person. Hoping to build on that success, in the fall of 2009 Intel
announced plans to move its 2010 annual meeting exclusively online.
Some shareholders balked at the decision.
Timothy Smith, senior VP of Walden Asset Management’s environmental, social
and governance group, believes virtual meetings create a ‘disembodied
experience’ for the shareholder. If you are alone at home or in your office,
‘how do you know for sure if other investors are also concerned about x or
y?’ Smith asks.
Smith was broadly supportive of Intel’s
use of the virtual meeting and online voting in combination with its
physical meeting last year. His concern is that moving entirely online may
lead to widespread adoption of virtual meetings at companies ‘that do not
have the high standards of governance that exist at Intel.’ This, in his
opinion, could be damaging to shareholder rights.
A shareholder resolution filed with Intel,
including signatories from Walden Asset Management and United for a Fair
Economy (UFE), states, ‘We believe the tradition of in-person annual
meetings plays an important role in holding management accountable to
stockholders. In contrast, online-only annual meetings could allow companies
to control which questions and concerns are heard and manipulate the
exchanges between shareowners and the company. Face-to-face annual meetings
allow for an unfiltered dialogue between shareholders and management.’
The resolution also asks Intel to
establish a corporate governance policy affirming the continuation of
physical meetings. While Klafter understands shareholder concerns, he
reminds investors that ‘it is the corporate governance philosophy and
practices of individual corporations that determine if any tool, such as the
web-only meeting, is used in a forward-looking manner or not. The tool
itself is not inherently problematic and of course there have been examples
of poor practices by issuers at live meetings.’
For the time being, however, Intel has
acquiesced to shareholder pressure and agreed to hold off on its plan to
conduct this year’s meeting exclusively online. Smith applauded Intel’s
handling of the situation: ‘Intel could have challenged the resolution and
to their credit they sought a win-win situation before that happened.’
Investors opposed to virtual meetings are
expected to soon formally announce a Coalition to Preserve Shareholder
Meetings. In the fall the coalition plans to host a conference to discuss
best practices companies can adopt in order to protect shareholder rights
during virtual meetings. Intel has agreed to participate in the conference.
In the meantime, Klafter says Intel will continue to do the ‘best we can to
effectively mimic the physical annual meeting on the web.’ He has even
hinted that that he may have even found a solution to getting web
participants a cup of coffee.