Sent: Monday, August 13, 2001 10:11 PM
Subject: Requests for Candidate Statements of Positions
Copied below is the final version of the
CA Forum's "Requests for Candidate
Statements of Positions," which was sent by fax late this afternoon to
Computer Associates and to Ranger Governance with a cover letter addressed
to each nominee.
You'll see that the concluding
request #5 concerning "Commitment to CA stock investment" has been revised
to provide simply for the purchases of CA common stock. Nearly everyone
who commented said that the draft's proposal of a "CA Directors Trust" was
much too complicated and would confuse the issue rather than clarify it.
This may become the most important factor in voting decisions, considering
the inability of either ISS or its new owner, Proxy Monitor, to find any
clear basis other than "putting money on the table."
GL -
8/13/01
Requests for Candidate Statements of Positions
Computer Associates Forum for Shareholders
Each candidate for the board of directors of Computer Associates
International, Inc. ("CA") is being asked to provide statements of
positions on key issues which may be considered by shareholders in their
voting decisions for CA's August 29, 2001 annual meeting. It is suggested
that each candidate's responses be presented to shareholders within a week
by the same methods used for communications of that candidate's proxy
solicitation material.
The requests for statements are as follows:
1. Monitoring performance: What period of time would you
allow CA's executive officers to achieve a level of shareholder value at
least equal to the average for CA's peer group, measured in terms of (a)
stock price as a multiple of book value, (b) stock price as a multiple of
sales, or (c) any other standard you wish to identify? Please indicate
which published index you would use as the peer group standard.
2. Poison pill: Do you consider it appropriate to amend or
terminate the "Rights Agreement" (a) as it applies to an "Adverse Person,"
(b) to the extent that management fails to achieve the standard you
defined for "Monitoring Performance," above, or (c) in relation to any
other provisions or circumstances you may suggest. If so, please explain
what you would advocate.
3. Executive compensation: Do you consider CA's executive
compensation practices during the past decade to have been consistent with
shareholder interests? If not, what changes in policies and controls do
you advocate? In either case, whether you favor or disfavor past
practices, how do you propose to deal with (a) the demands of CA
executives to "make them whole" for recovery claims and (b) the demands of
CA shareholders to restore their property.
4. Investor information: What financial and other
performance information do you advocate making available to investors,
beyond the basic SEC filing requirements? For whatever you present to the
investing public, do you support the FEI "best practices" standards
published in April 2001 for financial reporting, specifically as they
apply to reconciliation adjustments of "pro forma" to GAAP numbers and to
period comparability?
5. Commitment to CA stock investment: How much will you
commit to invest in CA common stock if you are elected to serve as a
director? The commitment should be for purchases made within 30 days of
the election, or for funds to be deposited with a trustee within that
period for application to purchases. To the extent that your investment
may involve other beneficial ownership interests, please indicate the
percentage of your individual interest.
Gary Lutin
August 13, 2001
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