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[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
August 4, 2005
By telecopier: 631/342-3300
Mr. Lewis S. Ranieri
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
Dear Mr. Ranieri:
A board statement of policy concerning CA responses to investor
information requests will be appreciated to guide the current Forum review
as well as all other shareholder inquiries.
You may recall that I had asked you to develop “communication
protocols that permit efficient CA management responses” to investor
inquiries, including provisions for confidentiality restrictions, in a
December 8, 2004 letter.
Although the CA executives to whom you referred my request have repeatedly
promised cooperation, the results have been disappointing:
§
The two senior vice presidents for corporate governance
corporate and corporate communications to whom you first assigned
responsibility insisted on a face-to-face meeting to discuss cooperation,
but claimed various scheduling problems which delayed the event until
February 9, 2005, two months after my letter. A few minutes into the
meeting, they revealed that they lacked the authority to do anything other
than “continue a dialogue.”
§
The executive vice president to whom responsibility was
reassigned decided not to cooperate with the Forum in its response to the
Restitution Fund Administrator’s requested review of investor issues,
and repeatedly declined requests for advice regarding the development of
procedures for the Forum's review and reporting of information needed by
shareholders about the past performance of directors standing for
re-election.
§
The absence of management cooperation required resort to a
formal, court-enforceable shareholder demand for records needed for an
independent review of the director candidates’ past performance.
Independent legal counsel responded on behalf of CA, engaging in several
exchanges of letters stating an intent to comply “amicably” and, after a
month, producing the requested conventional form of confidentiality
agreement. As of today, however, with only three weeks remaining to vote
for director candidates, none of the records have been produced.
In summary, CA’s current management practices have taken
approximately eight months and a considerable amount of executive and lawyer
time to provide the standard form of confidentiality agreement that could
have been delivered with a couple of hours of work a few days after my
December 8, 2004 letter. Aside from the costs, these practices have
prevented shareholders from obtaining the information they need to properly
consider their voting decisions for the candidates presented for re-election
at this year’s annual meeting. I assume that the board will appreciate the
need to establish better practices, not only as a duty to shareholders but
also to comply with the requirements of the Deferred Prosecution Agreement.
The Forum will necessarily adjust its program to develop
information about director performance for investor decisions after this
year’s election. I look forward to learning how the board will support
these efforts to serve CA’s shareholders.
Sincerely yours,
Gary Lutin
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