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.

Companies shrug off shareholder e-forum idea

WASHINGTON (Reuters) - Companies have largely ignored the Securities and Exchange Commission's call to create electronic shareholder forums, saying such websites are more trouble than they are worth.

Hyperdynamics Corp (HDY.A: Quote, Profile, Research) was one of the few to jump on the idea. The Houston oil company in December circulated a splashy press release that said it would reach out to investors by launching such a forum.

But it never materialized.

"They decided not to do it," said company spokesman Tony Schor. "Conceptually it's brilliant, but what ends up happening with these message boards is that they're filled with people with reasons to want the stock to go up and down."

The SEC in November encouraged companies to engage with shareholders online by adopting regulations that cleared up some liability questions about e-forums, but few of these sites have emerged.

A February survey by Thomson Financial found only 4 percent of 42 public companies surveyed planned to create a shareholder e-forum or were seriously considering it. Another 56 percent were not considering the idea, and 40 percent said they were only beginning to think about it.

E-forums have been slow to take off because corporate boards typically listen only to shareholders who hold large blocks of stock, said consultant Dominic Jones, who runs the IR Web Report. Such pension funds and hedge funds often meet with management behind closed doors.

"Directors just don't see the need to communicate with all their shareholders," Jones said.

Nor do the vast majority of shareholders communicate with their companies, at least in terms of casting votes for directors and corporate proposals at annual meetings.

In fact, voting by small investors actually fell sharply after the SEC tried in June to make the process easier by requiring companies to post proxy materials on the Internet.

Data released last month from proxy vote processor Broadridge Financial Solutions Inc (BR.N: Quote, Profile, Research) indicate the number of individual shareholders voting dropped more than 75 percent under the e-proxy initiative, to 4.6 percent.

MOVING INTO A NEW SPACE

Amerco Inc (UHAL.O: Quote, Profile, Research) is one of the few companies to launch an e-forum.

During its proxy season last summer, the parent of moving truck company U-Haul International set up a link from its main website to an e-forum that required users to create an account and log in with a password. Participation was "very modest," with fewer than 100 posts and few direct questions for management, said investor relations director Jennifer Flachman.

Still, Amerco plans to relaunch the site soon, with more publicity and direct involvement by company insiders.

"It kind of levels the playing field for those who might not be comfortable speaking up at an earnings conference (call) or annual meeting," Flachman said.

Amerco would like to change the image of such forums, she said, noting that traditional Internet chat rooms and message boards sometimes stray from company-related topics and are sprinkled with obscenities.

SEC Chairman Christopher Cox said in November that sites like Yahoo Finance message boards were missing "any meaningful connection to what actually goes on in the company."

The SEC envisioned companies sponsoring e-forums to gauge shareholder interest in certain issues, express management's views, and help investors form coalitions.

Such sites could "generate attention for sound proposals that could increase the value of share ownership," the commission said in a notice, "and they could filter out proposals not supported by other shareholders."

But some companies fear the agendas of anonymous posters.

Whole Foods Market (WFMI.O: Quote, Profile, Research) Chief Executive John Mackey posted anonymous messages for several years about then-rival Wild Oats Markets on Yahoo Finance bulletin boards. Mackey, writing under a pseudonym, said Wild Oats management "clearly doesn't know what it is doing" and that the company had "no value."

Whole Foods later acquired Wild Oats. The SEC conducted a probe into the postings, but took no further action.

Investment banker Gary Lutin, who has conducted issue-specific e-forums about Verizon Communications Inc (VZ.N: Quote, Profile, Research) (http://www.shareholderforum.com/vz/) and CA Inc (CA.O: Quote, Profile, Research) (http://www.shareholderforum.com/CA/), said it is difficult to open forums up to all shareholders while moderating them sufficiently.

"If you have an open (message) board, you get a lot of clutter," he said. The Verizon forum currently has links to news stories about the company, but no shareholder messages.

A Verizon spokesman said the company did not participate in Lutin's forum and declined to comment further.

Lutin said he had heard some executives express fear that e-forums could be costly to operate and make companies more vulnerable to activist hedge funds.

Amerco, however, is optimistic about such sites. "With this forum," Flachman said, "we think we're stepping into the present."

(Editing by Lisa Von Ahn)

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Reuters journalists are subject to the Reuters Editorial Handbook which requires fair presentation and disclosure of relevant interests.