Agenda At A Glance

In 1996, Citigroup filed a 263-page 10-K with the Securities and Exchange Commission. In 2009, the company filed a 1,376-page 10-K. And Citigroup is not alone in filing ever larger, denser disclosure documents. The result? Shareholders are drowning in data.

Fixing the problem requires that we rethink shareholder communications, from content to delivery. We need to rethink what we mean by information and how we deliver that information to shareholders. In short, we need a shareholder information revolution. But can we reduce the financial and environmental costs of shareholder communications while simultaneously improving communication as well as the clarity and usefulness of shareholder information? Yes, we can. This keynote session will tell us how.

While 2009 results are pending, reports on companies that used notice and access in 2008 generally have indicated that voting participation declined, particularly among individual or retail investors. Naturally, this is causing those companies to re-evaluate their approach to N&A, with particular focus on the size of their institutional versus retail investor bases, and the nature of their annual meeting proposals.

In making these decisions, organizations need to consider not only N&A on its face, but the effectiveness of their particular implementation for different shareholder groups. This panel will weigh the potential cost savings of a pure N&A delivery model against the potential increase in voting participation when using full-set delivery with particular groups of shareholders. It will also consider new developments that impact proxy voting as well as delivery of other key shareholder communications.

Many, sometimes overlapping, regulations already are altering the investor relations landscape, and more are on the way. This session will discuss proposed regulatory changes that will affect what corporate issuers and financial firms communicate with shareholders, how they communicate that information, and the impact of both the new rules being discussed and those going into effect in 2010.

Most companies like the idea of going green – but not if it puts them in the red! This session explores how communications professionals can strike a balance between achieving sustainability, turning corporate profits, and improving the shareholder experience – especially since the latter so heavily relies on the perception of an organization’s environmental stewardship and its actual financial results.

Have you considered moving your next Annual Meeting of Shareholders to an electronic location where all validated investors can participate and vote in real-time? Have you ever wondered how the Internet and new social media tools can help you achieve a greater understanding of shareholder thinking and behavior? Well, wonder no more, as this session goes inside the new communication opportunities that are emerging for companies using electronic social media.

Come hear how these new tools can help you as you respond to recent changes to Rule 452, which have stripped broker-dealers of the authority to vote “uninstructed client shares” in uncontested director elections. Come hear how they can help you better understand your shareholders and provide them with more value. Come hear how they can help you reduce your carbon footprint!

Don’t miss the Senior Attorney in the Corporate Legal Group at Intel Corp. as he tells you how his company took advantage of these new tools for its annual meeting process this year. Come get the inside look!

Yes, it's true that you could simply add four more pages per fund – or more – to the front of your current prospectuses and be compliant. But that doesn't do much for your shareholders, your budget, or the environment!

The summary prospectus is one place where a best-practices approach not only offers significant benefits, but also can be the lowest-cost option. But to get both the benefits and the savings, you’ll need to understand some of the process pitfalls in the design and development phase as well as the fundamental shift in print quantities and technology that this mandate will cause. These issues can have a big impact on your approach to risk disclosure and content management, and on your print buying and overall vendor strategy.

This session looks at strategies for creating and maintaining summaries that are concise, appealing, and offer strong legal protection. It also offers a high-level overview of various relevant print technologies and how they suit various volumes of summary and statutory prospectus printing. It further discusses the overall solution necessary to meet shareholder and distribution channel needs in a layered disclosure environment, and how that may differ from your current process and environment. Finally, it provides a summary of key information to include in related RFPs.

The U.S. Securities and Exchange Commission (SEC) requires that public corporations explain to shareholders (and the public) how their executives are compensated: salaries, benefits, stock options, etc. A section of the company’s proxy statement, the Compensation and Disclosure Analysis (CD&A), must be written in plain language and include justifications and explanations for corporate compensations. Following the public’s demand for more oversight and transparency for executive compensation, corporate CD&As will receive more scrutiny from the SEC as U.S. corporations have become even more concerned about fulfilling the requirements for transparency.

Many of these CD&As are written by internal communications specialists, attorneys, and accountants. This session focuses on the analysis and redesign of a CD&A by illustrating the legal requirements for CD&As, showing an example of “before and after,” and discussing the role that plain language and information design played in meeting transparency requirements. The presenter will reference specific projects to illustrate the importance of plain language in shareholder communications. Case examples include the analysis and partial redesign of the 2007 CD&A from Bank of America and the 2008 CD&A of a major energy company.

Participants will learn 1) a methodology for analyzing existing CD&As, and 2) a methodology for using plain language in complex financial information.

Retail voting participation rates have never been great, historically averaging only about 30%. But recent SEC initiatives are threatening to degrade this figure even further, with potentially dramatic deleterious effects for shareholders. For instance:

• Ever-increasing SEC proxy disclosure requirements are leading to the dissemination of overwhelmingly high volumes of information that often goes unread.
• The SEC’s new rules for Notice & Access appear to have confused or complicated voting for some, and cut historic retail voting participation in half on average – and many that did vote probably never even viewed the proxy materials.
• The elimination of broker discretionary voting in uncontested director elections (NYSE 452 amendment) likely has gone unnoticed by many retail broker clients, who may continue to think their brokers are still representing their vote on directors. This is especially significant for issuers with a majority voting standard and/or with high numbers of shares held in retail, rather than institutional, positions.
• If heeded, calls for eliminating “blank proxies” – those that are signed and returned but without any boxes being checked off – would further disenfranchise the retail voter.

The net overall effect of diminished retail voting is that greater influence is being wielded by institutional investors and their proxy advisors. Reversing this trend requires a healthy investment of time and resources in solicitation activities. But traditional means of outreach are expensive and intrusive, involving as they do the cost of forwarding materials, purchasing the NOBO list, making phone calls, sending reminder letters, etc.

This session helps companies improve both their retail proxy communications and their results. Among the topics addressed are how active the SEC is likely to be in the retail voting arena, how to balance the need to ‘get out the vote’ with the cost of doing so, new ideas for reaching and motivating retail investors, and the desired elements of a voter education program.

Investors are becoming increasingly more dependent upon the Web when conducting due diligence on investment ideas, tracking developments in real time within their portfolio, and receiving compliance communications such as prospectuses and proxies. This change in behavior, as well as recent SEC rules like “Notice and Access,” have created a unique opportunity for companies to heighten investor “engagement” while potentially lowering overall spending.

Addressing the fact that the distance between success and failure now is merely one “click,” this session identifies and discusses the major problems with most IR and mutual fund Web sites today, and recommends strategies for fixing them, avoiding them, and creating an integrated online strategy.

A recent survey of investor relations professionals indicates that sustainability is not a top (or even third) priority because the economy has everyone focused on cost savings. But shareholders do care about environmental matters, and when the economic dust settles, you’ll be unable to take a mulligan regarding your current approach to the issue. The lesson here is that any progress you can communicate today will pay dividends with your shareholders tomorrow. This session features expert input about the key choices you can make now to your internal procedures, vendor selections, and measurement programs so you can communicate the “greenest” possible messages at the smallest possible cost.

Social media channels provide tremendous opportunities for promoting corporate identity and engaging shareholders and customers, but they also pose risks to corporate security, reputation management and regulatory compliance.. While many in management have embraced the concept of social networking in specific areas, many of these same individuals have supported policies that prevent their own employees from using these new communication channels. Join this keynote discussion of social media strategies that work for public companies and gain insights from the August 2009 study on "Social Media: Embracing the Opportunities, Averting the Risks" conducted by Russell Herder and Ethos Business Law.

Moderated discussion groups will be held to review presentations and discuss solutions to key issues. Findings will be published in the annual supplement to the Shareholder Service Optimizer and on SCS-Central. Scheduled roundtables include:

• Summary Prospectus
• Proxy Voting
• Sustainability and SRI
• RFP and procurement tips
• XBRL
• Preparing the CD&A

Use your SCS credential to gain entry into any sessions taking place at this time at any of these co-located events!

Document Strategy Forum – Mailing Systems Technology Conference – Business Forms Management Association Fall Symposium