The Forum acts as a trusted facilitator for, and not an adviser to, Members. Members retain full voting and other investment rights in respect of their shareholdings. No control is ceded to the Forum or other Members.
A Member actively chooses to participate in an Engagement involving a Company in which it is a shareholder. It can also choose to opt out of an Engagement at any time.
Members are actively encouraged to, continue their direct interaction with Companies outside the Forum’s auspices.
Members must agree to comply with confidentiality obligations during an Engagement. Disclosure of identities and public statements must be agreed by participants during an Engagement.
Members name a nominated gatekeeper. They retain full control as to whether or not they receive information, who receives that information, whether they want to participate in an Engagement, which individuals participate, and their option to withdraw from an Engagement.
A “hub & spoke” (bilateral) model is the usual method of communication between the Executive and Members involved in Engagements.
The Forum is not intended to be a means of facilitating the exchange of inside or commercially sensitive information between Companies and Members or among Members themselves. Participation in an Engagement will not exempt any person from any law or regulation governing either inside or commercially sensitive information.
Members must agree that they will not, while participating in an Engagement under the auspices of the Forum, form a concert party in respect of the relevant Company, including by requisitioning or threatening to requisition the consideration of a board control-seeking proposal or seeking to obtain control of the relevant Company, or otherwise form a group that could trigger regulatory reporting or other regulatory requirements.
Each Member participating in an Engagement will be required to confirm that it will adhere to the Forum’s No-Concert Party and No-Group Undertaking in respect of the Company which is the subject of the Engagement. The Executive will engage with the Takeover Panel and seek specialist advice when required.
At various points in an Engagement heightened procedures may be deemed necessary, including seeking specialist advice. Particular attention will be paid to the case of Engagements involving Companies with dual U.S. or other foreign listings and Companies or Members that are subject to the BHC Act.
The Forum maintains control procedures to avoid conflict of interests which could impact either its own governance or individual Engagements, encompassing policies and procedures for the Executive and the Board. Members are reminded of their own obligations to manage conflicts of interest and should note that participation in an Engagement is not a substitute for, and does not release them from, those obligations.