March 11, 2014 Forum Report: The Conference Board’s Task Force Definition of Responsibilities for Investor Access

The Shareholder Forum^TM`

Fair Investor Access

This public program was initiated in collaboration with The Conference Board Task Force on Corporate/Investor Engagement and with Thomson Reuters support of communication technologies. The Forum is providing continuing reports of the issues that concern this program's participants, as summarized in the January 5, 2015 Forum Report of Conclusions.

For a subsequently published joint statement of the co-chairpersons of the Task Force referenced below, see

August 2014, Simon M. Lorne and Patricia F. Russo of The Conference Board Task Force on Corporate/Investor Engagement, published by Directors & Boards: "How we can restore confidence in our public companies The first step: stop talking about maximizing shareholder value as the be all and end all." (2 pages, 109 KB, in PDF format) [Investor and corporate advocacy of long term enterprise value]

Forum Report: Fair Investor Access

The Conference Board’s Task Force Definition of Responsibilities for Investor Access

The reports

Continuing search for examples addressing long term value enhancement

Concluding a year and a half of research and debate, The Conference Board’s Task Force on Corporate/Investor Engagement has published reports this morning of its recommendations, guidelines and policy considerations.

The staff and advisors of The Conference Board Corporate Governance Center will welcome Forum participants’ comments on the Task Force views, which are intended to provide a foundation for continuing discussion and a variety of case-specific applications.

The reports

The Task Force’s work is presented in the following three reports, published by The Conference Board:

▪	Recommendations of the Task Force on Corporate/Investor Engagement (20 pages, 441 KB, in PDF format)
▪	Guidelines for Investor Engagement (35 pages, 1,920 KB, in PDF format)
▪	The Conference Board Governance Center White Paper, by Barbara Blackford, Donna Dabney, Suneela Jain, and James D. Small III: “What Is the Optimal Balance in the Relative Roles of Management, Directors, and Investors in the Governance of Public Corporations?” (76 pages, 999 KB, in PDF format)

It should be noted that the “White Paper” includes a very useful review of the continuing evolution of corporate organization and capital markets, supported by The Conference Board’s authoritative statistics on the composition of institutional investment.

Continuing search for examples addressing long term value enhancement

We will continue to welcome proposals of a suitable activist situation for a Forum project to apply the Task Force recommendations in a real marketplace resolution of substantive investor interests. The past year’s review of situations, however, is not encouraging. The increasingly standardized activist playbooks have generated the development of similarly standardized professional defense playbooks that avoid attention to actual shareholder interests by either attacking or appeasing the activist. To justify Forum support, one side or the other must provide responsible leadership to address issues relevant to a company’s long term value enhancement.

GL – March 11, 2014

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com

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This Forum program was initiated in 2012 in collaboration with The Conference Board and with Thomson Reuters support of communication technologies to address issues and objectives defined by participants in the 2010 "E-Meetings" program relevant to broad public interests in marketplace practices. The website is being maintained to provide continuing reports of the issues addressed in the program, as summarized in the January 5, 2015 Forum Report of Conclusions.

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