Glass Lewis Responds to Assertions Made by the U.S. Chamber of Commerce

SAN FRANCISCO, June 1, 2012 /PRNewswire/ -- On May 30, 2012, the U.S. Chamber of Commerce and the Center for Capital Markets Competitiveness ("CCMC") sent a letter to the Securities and Exchange Commission ("SEC") questioning whether the vote recommendations issued by Glass, Lewis & Co. for the 2012 Canadian Pacific Railway Limited ("CP") contested meeting were independent from the influence of its parent, the Ontario Teachers' Pension Plan ("OTPP").

Glass Lewis refutes the assertions made by the Chamber of Commerce and CCMC in their letter to the SEC.

Glass Lewis is a leading, independent, governance analysis and proxy voting firm, serving institutional investors globally that collectively manage more than $15 trillion in assets. With research focused on the long-term impact of proxy voting decisions, Glass Lewis provides institutional investors with the research, data and tools that help them make sound voting decisions by uncovering and assessing governance, business, legal, political and accounting risks at public companies worldwide.

Since 2007, Glass Lewis has been a wholly-owned subsidiary of Ontario Teachers' Pension Plan ("OTPP"), which, as a fiduciary, manages $117 billion (Canadian) on behalf of 300,000 current and retired teachers in Ontario. OTPP is the owner of Glass Lewis, not its operator; and as an owner with a long-term horizon, OTPP is committed to ensuring Glass Lewis continues as an independent advisor that puts the interests of its clients ahead of all others.

Glass Lewis prides itself on avoiding conflicts of interest to the maximum extent possible and, as a result, does not enter into business relationships that conflict with its mission of serving institutional participants in the capital markets with objective advice and services.

• Glass Lewis does not offer consulting services to public corporations or directors.
• Glass Lewis takes precautions to ensure its research is objective at all times and under all circumstances.
• Glass Lewis maintains policies and procedures to ensure its independence from OTPP.
• Glass Lewis has an independent Research Advisory Council to inform Glass Lewis and its clients on emerging trends and issues of importance to institutional investors.
• Glass Lewis maintains robust and transparent conflict avoidance safeguards to eliminate and disclose potential conflicts.

Additionally, Glass Lewis makes full disclosure of potential conflicts to its customers by specifically describing the nature of any relationship that potentially creates a conflict in a note on the cover of the relevant research report. In the case of the May 17, 2012 Canadian Pacific Railway Limited ("CP") meeting, the following disclosure was featured on the front of its report:

"It is Glass Lewis' policy to make full disclosure to its customers in instances where Glass Lewis provides coverage on a company in which Ontario Teachers' Pension Plan Board ("OTPP"), Glass Lewis' ultimate parent, holds a stake significant enough to have publicly announced its ownership in accordance with the local market's regulatory requirements or Glass Lewis becomes aware of OTPP's disclosure to the public of its ownership stake in such company, through OTPP's published annual report or any other publicly available information as disclosed by OTPP.

In accordance with such policy, please be advised that OTPP held an ownership stake in the Company as at December 31, 2011. OTPP is not involved in the day-to-day management of Glass Lewis. Glass Lewis operates and will continue to operate as an independent company separate from OTPP. The proxy voting and related corporate governance policies of Glass Lewis are separate from OTPP. OTPP is not a member of Glass Lewis' Research Advisory Council.

For a complete copy of Glass Lewis' Conflict of Interest Statement, please visit http://www.glasslewis.com/company/disclosure."

In its letter to the SEC, CCMC asserts that the timing of the Glass Lewis report publication, subsequent to the announcement by OTPP of its vote decisions on the CP meeting, is indicative that Glass Lewis' recommendations were somehow influenced by OTPP's vote decision.  In fact, OTPP's votes and Glass Lewis' recommendations were not the same. The CCMC is simply wrong when it suggests that Glass Lewis was improperly influenced in formulating its voting recommendations.

In general, Glass Lewis publishes its reports on annual general meetings at U.S. and Canadian companies about three weeks prior to meeting date. However, in the case of proxy contests, where the situation is more fluid due to potential negotiations and additional disclosure by both parties, Glass Lewis often publishes its reports close to the meeting date – balancing the need to give clients sufficient time to review and digest the analysis, with ensuring its clients have complete, up-to-date analysis to support their informed decision-making. Often companies make concessions in the face of potentially losing a proxy contest as the meeting date approaches, which was the case at CP. Furthermore, Glass Lewis' publication date was dictated by the timing of its meetings with both the dissident and the Company and the completion of its analysis.

Glass Lewis finalized and published its report on the same day it completed separate meetings with representatives of the dissident shareholder and the Company.  Glass Lewis' recommendations for the CP meeting were derived based on its own methodologies for analyzing contested meetings and differed significantly from the votes issued by OTPP. While OTPP voted against all of the incumbent directors, Glass Lewis recommended supporting seven of the Company nominees.

To further highlight the independence of Glass Lewis' analysis, there have been several instances where Glass Lewis' recommendations have differed from the votes cast by OTPP, most notably:

• The 2011 offer by the London Stock Exchange (LSE: LSE) to acquire the TMX Group Inc., which owns and operates the Toronto Stock Exchange and TSX Venture Exchange.
• The reelection of the chairman and deputy chairman at Vodafone in 2010.

The U.S. Chamber of Commerce and the CCMC also assert there is a lack of transparency regarding the process proxy advisory firms use to make vote recommendations. To the contrary, Glass Lewis conforms to the highest standard of transparency. Glass Lewis' public website (www.glasslewis.com) features a section specifically devoted to companies, called the Issuer Engagement Portal, through which issuers can download in-depth information regarding Glass Lewis' policies and procedures, including details on how Glass Lewis analyze directors, compensation, mergers and acquisitions and contested meetings, among other issues. This information is available by clicking on "Issuers" in the top navigation. Glass Lewis' Conflict of Interest Statement is also available on its site at http://www.glasslewis.com/about-glass-lewis/disclosure-of-conflict/ and its Conflict Avoidance Procedures are available upon request.

About Glass, Lewis & Co., LLC

Glass, Lewis & Co., LLC is a leading independent governance services firm, serving institutional investors worldwide that collectively manage more than $15 trillion in assets. Glass Lewis supports the creation and preservation of long-term shareholder value through high-quality, objective analysis of governance, finance, accounting, legal, political and regulatory risks at tens of thousands of public companies across the globe, and provides leading-edge vote management technology and diligent client service. Founded in 2003, Glass Lewis is headquartered in San Francisco with offices in New York, Washington, D.C., Ireland and Australia.

SOURCE Glass, Lewis & Co., LLC