January 27, 2004

SEC Filing Fee Changes Finalized

After months of waiting, President Bush has signed the bill that includes the SEC filing fee changes – the new rate of $126.70 per million is effective for any filing made after 10:00 pm today – not January 28 as originally announced.

New Binding Bylaw Amendment Proposal to Create Shareholder Committee

The IRRC reports that AFSCME has submitted a binding bylaw proposal to Eastman Kodak that would create a “majority vote shareholder committee.” The proposal seeks – following a majority vote that is not adopted by the company – the creation of a committee comprised of the proposal’s proponents and other interested shareholders to communicate with the board regarding the proposal that got the majority vote.

Kodak has received majority votes on non-binding shareholder proposals for a number of consecutive years. Note that a similar type of proposal submitted to Kroger last year received the support of 47% of the votes cast.

First Credit Rating Agency Announces the Use of CGQ

Last week, Fitch announced that it will pay ISS to use its CGQ database as part of its creditworthiness assessment.

This is significant for ISS as all of the various rating agencies have been wooing the rating agencies for their business for quite some time. As to how much CGQ will mean to Fitch’s overall analysis, that remains to be seen.

Clean-Up on Sample D&O Questionnaire for NYSE Companies

We have done a little clean-up on the first sample D&O questionnaire for NYSE companies that is posted in our “Sample D&O Questionnaires.” This word file has been revised to remove the question as to whether the person has participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three (3) years (this applies to Nasdaq companies; not NYSE companies). In addition, there is a new question dealing specifically with relationships with charitable organizations.