By telecopier: 631/342-6630
Mr. Lewis S. Ranieri
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
Dear Mr. Ranieri:
People who know you and other board members say that you are
personally committed to making CA a model company. Based on these views,
I’ve been encouraged to suggest an opportunity for you to show the
direction of your leadership.
My suggestion is that you deal with the company’s recently
reported $10 million offer to settle SEC charges. As you must know,
management’s effort to appease their investigators with corporate funds –
the property of shareholders, the victims whose interests the
investigators are protecting – has not improved investor confidence. The
reported offer has also generated confusion by focusing media and public
attention on what amount of money is right, distracting everyone from the
real issue of correcting what’s wrong.
You should therefore withdraw the offer of shareholders’ money
and, in its place, simply tell us what you will do to fix what needs to be
fixed. If you show that the current board understands the requirements of
corporate integrity, I think the SEC and the public it serves will be
convinced that there is no need to punish the company. Most people know
the difference between a lawyer’s plea bargaining and a leader’s promise
of corrective action. And they know the corrective action is what makes
things work.
You may recall, as I do, that a few months after you joined
CA’s board in 2001 the executives who were then defining the company
culture rejected my invitation to support an open “forum” exchange of
information and views with investors. I’m pleased that new standards of
investment community communication are among your reforms, and I look
forward to observing CA’s further progress.
Sincerely
yours,
Gary Lutin