Conflict of Interest Statement
Glass, Lewis & Co. prides itself on avoiding conflicts of interest to the maximum extent possible. As a result, Glass Lewis does not enter into any business relationships that conflict with our mission: "serving institutional participants in the capital markets with completely objective advice and services." Glass Lewis does not offer consulting services to public corporations or directors. We are not in the business of advising public companies on their governance structures or conduct, and we refuse to use our position as trusted advisor to institutional investors to win consulting mandates with issuers. Glass Lewis takes precautions to ensure its research is objective at all times and under all circumstances. As an indirect wholly-owned subsidiary of Ontario Teachers' Pension Plan Board ("OTPP"), Glass Lewis maintains its independence from OTPP by excluding OTPP from any involvement in the formulation and implementation of Glass Lewis' proxy voting policies and vote recommendations; the proxy voting and related corporate governance policies of Glass Lewis are separate from OTPP. Moreover, OTPP is not involved in the day-to-day management of Glass Lewis. Glass Lewis operates as an independent company separate from OTPP. As part of Glass Lewis' continued commitment to its customers, Glass Lewis has an independent Research Advisory Council ("Council"). The Council ensures that Glass Lewis' research consistently meets the quality standards, objectivity and independence criteria set by Glass Lewis' research team leaders. The Council, chaired by Charles A. Bowsher, former Comptroller General of the United States, and supported by Robert McCormick, Glass Lewis' Chief Policy Officer, includes the following experts in the fields of corporate governance, finance, law, management and accounting: Kevin J. Cameron, co- founder and former President of Glass, Lewis & Co.; Jesse Fried, Professor of Law at Harvard Law School; Bengt Hallqvist, Founder of the Brazilian Institute for Corporate Governance; David Nierenberg, President of Nierenberg Investment Management Company; and Ned Regan, Professor, Baruch College. Further, Glass Lewis maintains additional conflict avoidance safeguards to mitigate potential conflicts such as when: (i) an issuer contacts Glass Lewis directly, prior to the publication of its report, with a request to purchase a copy; (ii) an employee of Glass Lewis or any of its subsidiaries, a member of the Council, or a member of Glass Lewis' Strategic Committee serves as an executive or director of a public company; (iii) an institutional investor customer of Glass Lewis is a public company or is affiliated in some way to an issuer (e.g. division, branch, subsidiary, etc.); (iv) a Glass Lewis customer submits a shareholder proposal, is a dissident shareholder in a proxy contest, or is otherwise publicly soliciting shareholder support for or against a director or proposal. For more detailed information on specific procedures, please refer to Glass Lewis' Conflict Avoidance Procedures, available upon request. Version 1.18.12 |
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