From: Gary Lutin To: Distribution: PAIS Project/Amazon Forum Cc: Distribution: Scoring Systems ; Distribution: Options Policies Forum Sent: Friday, June 29, 2007 11:03 PM Subject: Endorsement of enlightened leadership   Copied below is a memorandum provided by Ira Millstein, signed by him and his colleagues Harvey Goldschmid, Holly Gregory and Norman Veasey who have been prominent in the definition of corporate governance standards, addressing Pfizer's recently announced plan for director meetings with investors.  With a very different view from that expressed in the previously distributed Lipton memorandum on the same subject, they encourage their corporate clients to consider Pfizer's example as a practical means of developing stronger relationships with investors.   It should be noted that the position presented in this memorandum is consistent with the recently published Aspen Institute principles for long-term corporate value creation, in which project Mr. Millstein participated together with representatives of Pfizer.   Additional comments will be welcomed.                - GL   Gary Lutin Lutin & Company 575 Madison Avenue, 10th Floor New York, New York 10022 Tel: 212/605-0335 Email: gl@shareholderforum.com         Weil, Gotshal & Manges LLP MEMORANDUM   June 29, 2007       Meetings Between Directors and Institutional Investors on Governance Matters are a Constructive Step   The step Pfizer announced yesterday to reach out and communicate on corporate governance policies and practices with its large institutional investors may be antithetical to those who encourage the all too typical tendency of some managements and boards to circle the wagons and entrench.  Pfizer’s move recognizes that shareholders have a legitimate interest in the governance of their companies.  It also recognizes the new reality of vast sums of capital in the hands of some newly activist hedge funds interested in the short term.  As a prophylactic to potential disruption by these new activists -- or to action by dissatisfied institutions who may not be wholly informed -- reaching out and developing stronger relationships with investors through candid and open dialogue should be seriously considered by others.   While the Pfizer approach may not be for all boards, it is a prudent strategy for those who want to ensure positive relationships with large institutional shareholders.  Companies have an interest in moving their relationships with large shareholders -- indeed, with all shareholders -- to a positive and constructive tone.  Directors may learn something from such dialogues.  Jeff Kindler, Pfizer’s Chairman and Chief Executive Officer, expressed it well:  “Open and candid dialogue with our shareholders -- and, in fact, all of our stakeholders -- is very valuable and will help us become a better company.”   Pfizer has led before in advancing governance practices.  One way or another, and there are many routes to better communication, we believe Pfizer will be followed again.       Ira M. Millstein, E. Norman Veasey, Harvey J. Goldschmid, and Holly J. Gregory                 NY1:\1504067\01\w8jn01!.DOC\99980.0001