August 20, 2012 Forum Report: Responsibilities of Directors for Investor Communications

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Forum Report: Fair Investor Access

Responsibilities of Directors for Investor Communications

A summary of the 2012 updated Business Roundtable "Principles of Corporate Governance" was posted on Friday:

August 17, 2012, Alexander M. Cutler of The Eaton Corporation and chair of Business Roundtable’s Corporate Governance Committee, posting in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Principles of Corporate Governance 2012"

Focusing on the views of board responsibility for investor communications that have been evolving since the Forum's 2010 "E-Meetings" program,* the summary includes this as one of the new principles (also stated on page 3 of the full report): "...it is the responsibility of the corporation to engage with longterm shareholders in a meaningful way on issues and concerns that are of widespread interest to long-term shareholders, with appropriate involvement from the board of directors and management."

Relating more specifically to the current Forum program's objectives of establishing standards for the use of technologies for more effective investor communications, the full report included this guidance in its section on "Relationships with Shareholders and Other Constituencies" (page 30):

"Corporations should have effective procedures for long-term shareholders to communicate with members of the board and for directors to respond in a timely manner to the concerns of long-term shareholders. Technology can facilitate these procedures. The board, or the corporate governance committee, should oversee and update these procedures as appropriate."

Your comments will be welcomed.

GL – August 20, 2012

Gary Lutin
Chairman, The Shareholder Forum
575 Madison Avenue, New York, New York 10022
Tel: 212-605-0335
Email: gl@shareholderforum.com

* See, for example, October 18, 2010 Agenda: "Companies Prepare for New Investor Communication Demands" and First Quarter 2011, Directors & Boards: cover story, "Fixing the Annual Meeting." For the earlier foundations of these communication policies, see June 25, 2008 Forum Report: Initial Comments on Yale-Deloitte Report and its linked references.

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