The Shareholder Forum™

Purpose

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.

Having pioneered what became the widespread practice of "corporate access" events over two decades ago, the Forum continues to refine its "Direct Access" practices to assure effective support of marketplace interests.

Access Policies

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 communication rights.

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.

History

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 banker 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.

Commitment

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.

Could Traditional Annual Meetings Go On-line Only?    

Article published on January 25, 2010
By Kristin Gribben

Companies are experimenting with holding their annual shareholder meetings entirely online, but the movement is attracting backlash from activist investors who say eliminating the in-person annual meeting will undermine corporate governance.

Intel announced last year that it planned to have a completely virtual meeting in 2010. But last week the company scrapped those plans after receiving a shareholder resolution and opposition from activists who were against the move.

Cary Klafter, Intel’s corporate secretary, says moving toward an online-only meeting made sense for the company. Only 85 investors attended the company’s 2009 annual meeting in Santa Clara, Calif. No new announcements are made at the meetings, shareholder voting is conducted beforehand, and moving online would save the company money, he says.

Shareholder activists worry that online-only meetings will strip their right to ask questions of board members and management, present their shareholder resolutions, file motions on the floor of the meeting, and protest against the company in a way that draws attention to their cause.

“The opportunity to look face-to-face and engage the board is absolutely essential to good governance,” says Laura Berry, executive director of the Interfaith Center on Corporate Responsibility. The group joined forces with Walden Asset Management to file a proposal against Intel’s online-only meeting, which has since been withdrawn. Berry says she supports companies that broadcast their annual meeting online but doesn’t want new technology to substitute for the physical meeting.

While activists might want the in-person meetings so that they can draw attention to a particular cause, it’s the protesting and antics that may induce more companies to move online with their meetings. In 2006, none of Home Depot’s independent directors showed up to the annual meeting amid concerns of investor outrage over then-CEO Bob Nardelli’s pay package. “There is no good purpose served for a few to dominate a meeting for the purpose of yelling insults and personal attacks that must simply be endured because responding would be useless,” Home Depot’s lead director Bonnie Hill told Agenda at the time. There were reports of individuals dressed in chicken suits carrying signs at the meeting.

Klafter says in Intel’s case the company had no intent to use the online meeting to draw down participation from the board. At a minimum the company was planning to have directors phone in to the online meeting, but the company was also considering having board members meet at company headquarters and be on camera. Klafter says sometimes shareholders will ask questions directed at a specific board member or chair of a committee and the company wanted that practice to continue during the Web meeting.

Online-only meetings have their genesis in a revision to Delaware’s corporate law that was made in 2000. This clarified that companies did not have to hold their annual meetings at a physical location open to investors.

Since then only a handful of companies have jumped on the virtual bandwagon, but more companies could be joining the ranks. Last year, Broadridge Financial Solutions unveiled new technology that enables companies to conduct online-only annual meetings. Intel was supposed to be Broadridge’s first client for the new software. Broadridge used the virtual technology to host its own online-only shareholder meeting in 2009. Many shareholder groups see Broadridge’s entry into this business as an encouragement for more companies to go entirely online.

Dominic Jones, author of the IR Web Report and an investor relations expert, says it may not be a smart move for companies to eliminate their in-person shareholder meetings. “Companies risk giving the impression that they don’t take corporate governance seriously,” Jones says. In-person annual meetings are “an acknowledgment of the important role of the shareowner in the company. That might seem old-fashioned, but making a big fuss over your shareowners will never be unfashionable,” he says.

There are few statistics on whether online meetings draw more interest from shareholders than in-person meetings, because so few companies have experimented with the option. Herman Miller’s last online meeting, on Oct. 15, spanned about 15 minutes and there weren’t any questions from shareholders, Jones says.

A Herman Miller spokesman says while that’s true, when the annual meeting was held at a physical location it was typically short and suffered from low attendance. “Part of our rationale for moving to [online meetings] is historically we’ve had very, very low attendance at our physical meeting,” says Jeff Stutz, vice president of investor relations at Herman Miller. In fact, Stutz says attendance for the online meeting is a little bit higher than it was when the company held annual meetings in person.

Shareholders concerned about this movement are planning to hold a conference this fall to create standards for virtual meetings that would help safeguard certain shareholder rights that are recognized during in-person annual meetings. Intel plans to participate in the conference.