An Aug. 6 SEC proposal would require disclosure of shareholder procedures for communicating with directors, and new rules effective back in April require audit committees to establish procedures for the receipt and treatment of complaints regarding accounting and auditing matters.

These new "communications disclosure" requirements prompted to us look at the practices and wording being utilized by recent filers.

Under the August proposal, a company would need to disclose whether it has a process for handling communications by shareholders to directors and, if not, the reasons why it does not. Companies would also need to disclose whether those communications are screened, and how.

And under the rules already effective, audit committees must establish procedures for the receipt and treatment of complaints regarding accounting and auditing matters. The rule states that the SEC is "not mandating specific procedures that the audit committee must establish," but many companies have already begun disclosing their specific procedures, whether via email, the Web, or telephone.

According to a review of recent SEC filings, most companies include a generic email address for the committee, or refer shareholders to a company Web site where a contact form exists. Some actually publish the committee member's contact information, and at least one company included the personal email address of committee members.

Examples of the most common procedures are listed below. As usual, we've included links to the actual filings so you can review wording, context and details. All documents were filed within the last 30 days (unless specified), and are listed by filing date. Research was conducted with the assistance of 10kwizard.com.

Company

Filing, Date

Communicating With Board

Link

Sysco

DEF 14A, 09/26/03

Provides details that refer to Web site, as below. We checked the Web site, and indeed the Corporate Governance section includes a form for contacting the Board — it even provides tips on submitting anonymously:

Interested parties may

communicate with Mr. Campbell and other non-management members of the Board by

confidential email. The email address is accessible in the corporate governance

section of SYSCO's website under the caption "Contact the Board."

View Filing

Meredith Corp.

PRE 14A, 9/25/03

Provides three ways to reach the chairman of the Nominating/Governance Committee, but not the Audit Committee:

Shareholders who wish to communicate any message to Mr. Lee in this capacity may do so by phone at 1-888-567-8100, by email at code.ethicsmeredith.com or by mail addressed to Mr. Robert E. Lee, C/O Office of the General Counsel, 1716 Locust Street, Des Moines, Iowa 50309-3023.

View Filing

Micronetics

DEFR14A, 9/24/03

Micronetics was the only company we could find that actually included email addresses of committee members in filings:

During Fiscal 2003, the Audit and Compensation Committee

(the "Audit Committee") consisting of Messrs. Siegel and Kramer

met two times. Interested persons may directly contact Mr. Siegel

at info@ga-elect.com and Mr. Kramer at mendelk@bhphotovideo.com.

View Filing

Scope Industries

DEF 14A, 9/19/03

Acknowledges that a procedure exists, but doesn't provide details on what it is, or how to find out what it is:

The Audit Committee has also established a procedure whereby persons with complaints or concerns about accounting, internal controls or auditing matters may contact the Audit Committee.

View Filing

Pioneer Natural Resources

DEF 14A, 04/07/03

Specifies a procedure for contacting the board regarding "whistleblower" issues, but doesn't provide precise details. This is too bad, because the company goes to great lengths to facilitate communication with the board at the referenced Web site, providing two phone numbers (one of them toll-free), an email address and a mailing option. Precise details on the handling of communications are also provided:

A means for stockholders and employees to contact the Board of Directors

directly has been established, and is published on the Company's website atwww.pioneernrc.com.

View Filing

Celanese AG

6K, 2/25/03

Specifies that a hotline has been established, but doesn't provide details:

Various

help lines have been set up so that every Celanese employee,

regardless of where the employee works, can contact a

regional coordinator or the Global Governance and Risk

Officer directly in the event that this employee would like to report the event that this employee would like to report.

View Filing

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