Chairmen's Forum Convened by Millstein Center Comments on SEC's Proposed New Proxy Disclosures

Urges SEC to Require Companies Without Independent Chair to Explain How Their Leadership Structure Provides Sufficient Management Oversight and Shareholder Safeguards

New Haven, Conn., – July 31, 2009 – The Chairmen’s Forum, a peer organization of independent chairmen of corporate boards convened by The Millstein Center for Corporate Governance and Performance at the Yale School of Management, met yesterday and transmitted the following letter to the U.S. Securities and Exchange Commission:

July 30, 2009

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Elizabeth M. Murphy, Secretary
Via e-mail: rule-comments@sec.gov

Re: Proxy Disclosure and Solicitation Enhancements (Release Nos. 33-9052; 34-60280; IC-28817; File Number S7-13-09)

The Chairmen’s Forum is an organization comprised of non-executive chairmen of corporate boards whose companies are incorporated and stocks are traded on exchanges in the United States and Canada. Participants meet for the purpose of addressing steps that enhance the accountability of corporations to owners, discussing matters of common interest, promoting deeper understanding of independent board leadership practices and reaching out to the wider market on effective practices of board chairmanship.

The Forum, in association with Yale’s Millstein Center for Corporate Governance and Performance, has issued a policy briefing entitled "Chairing the Board — The Case for Independent Leadership in Corporate North America" which is annexed as Exhibit A. The Briefing has received widespread support and is specifically endorsed by those listed in Exhibit B.

The Forum requests that the SEC consider the following comments in connection with the proposed proxy disclosure requirements regarding a company’s leadership structure.

While the Chairmen’s Forum supports the Commission’s disclosure initiative regarding leadership structure, we believe the increasingly common separation of the roles of Independent Chair and Chief Executive Officer is the preferred model for corporate governance. Hence, in our view, the disclosure requirement will only be meaningful if companies that do not have a separate Independent Chair are required to explain why they believe their leadership structure provides sufficient safeguards for shareholders: (i) against the risks inherent in excessive concentration of power and conflicts of interest, and (ii) in providing truly independent leadership for the board in oversight of management and succession.

Thank you for the opportunity to comment on the SEC’s Proxy Disclosure and Solicitation Enhancements. We welcome further discussion with you, other regulators or any other market participants regarding proxy disclosure of leadership structure.

Sincerely,

/s/ Harry Pearce

Harry Pearce
Chairman

The documents referenced in the letter above as exhibits, the "Chairing the Board" report and the list of specific endorsers of the report to date, can be accessed by visiting http://millstein.som.yale.edu/chairmensforum.shtml.

About The Millstein Center for Corporate Governance and Performance at the Yale School of Management
The Millstein Center for Corporate Governance and Performance at the Yale School of Management is a leading global resource for testing, challenging and advancing the premise that corporations should and can serve society. The Center pursues its mission by convening events; sponsoring empirical research; generating policy briefings; building market capacity by developing training, databases and institutions; and teaching and student interaction.

About the Chairmen’s Forum
Founded on February 26, 2008, the Chairmen’s Forum is an organization comprised of non-executive chairmen of corporate boards whose companies are incorporated and stocks are traded on exchanges in the United States and Canada. Participants meet for the purpose of addressing steps that enhance the accountability of corporations to owners, discussing matters of common interest, promoting deeper understanding of independent board leadership practices and reaching out to the wider market on effective practices of board chairmanship. The Chairmen’s Forum intends to help create an international hub of national and regional forums of non-executive chairmen to encourage peer exchanges worldwide.

The founding Chairman is Harry Pearce, Non-Executive Chairman of Nortel Networks Corporation and Chairman of MDU Resources Group, Inc. For more information visit: http://millstein.som.yale.edu/chairmensforum.shtml.

Contact for the Millstein Center and the Chairmen’s Forum:

Stephen Davis
Executive Director, Millstein Center
+1-203-432-9689 or +1 617-230-2277
stephen.m.davis@yale.edu