What role can the listed company play in facilitating the direct communication with non-management directors?
Any employee (including the Corporate Secretary or General Counsel) of the listed company can act as an agent for the non-management directors of the board in facilitating direct communications to the board. In their capacity as agent, the employee could review, sort and summarize the communications. The listed-company employee, however, may not filter out any direct communications from being presented to the non-management directors without instruction from the non-management directors (and in such event, any communication that has been filtered out must be made available to any non-management director who wished to review it). It would be inappropriate for an employee of the listed company to make independent decisions with regard to what communications are forwarded to the non-management directors. The non-management directors should establish procedures for how the listed company employee would deal with all direct communications, including if and when such communications should be
Any employee (including the Corporate Secretary or General Counsel) of the listed company can act as an agent for the non-management directors of the board in facilitating direct communications to the board. In their capacity as agent, the employee could review, sort and summarize the communications. The listed-company employee, however, may not filter out any direct communications from being presented to the non-management directors without instruction from the non-management directors (and in such event, any communication that has been filtered out must be made available to any non-management director who wished to review it). It would be inappropriate for an employee of the listed company to make independent decisions with regard to what communications are forwarded to the non-management directors. The non-management directors should establish procedures for how the listed company employee would deal with all direct communications, including if and when such communications should be
