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Welcome to The Securities Transfer Association’s 97th Anniversary and 2008 Annual Meeting. Securities Transfer Association. Board Members. Director * Robert M. Carney, Sr. BNY Mellon Shareowner Services Director Mary Corcoran Invesco Aim Investment Services Director Salli A. Marinov
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Welcome to The Securities Transfer Association’s 97th Anniversary and 2008 Annual Meeting
Securities Transfer Association Board Members Director * Robert M. Carney, Sr. BNY Mellon Shareowner Services Director Mary Corcoran Invesco Aim Investment Services Director Salli A. Marinov First American Stock Transfer Director Todd J. May Wells Fargo Shareowner Services Director Jonathan E. Miller StockTrans, Inc. Director Yehuda L. Neuberger American Stock Transfer & Trust Co. Director William J. Speirs CIBC Mellon Trust Company Executive Director * Cynthia Jones The Securities Transfer Association, Inc. President * Charles Rossi Computershare Vice President & Assistant Secretary * Thomas L. Montrone Registrar and Transfer Company Treasurer Debra H. Hacka National City Bank Secretary Steven Nelson Continental Stock Transfer & Trust Co. * Executive Committee Members 1
Carmen Buonomo Robert Kristanko Kevin Burns Herb Lemmer Gregory Caddell Maurice Lynch Armando DiBiase Douglas Reed Nick Giancaspro Kathryn Sevcik Don Gress John Torres Craig Keller Karl Wagner Bob Winterle Securities Transfer Association Operations Committee Members (formally Processing Committee) Co-Chairs – John Ulla & Mary Rose Cascaes 2
Securities Transfer Association Legal and Regulatory Committee MembersCo-Chairs – Steven Nelson & Stephen J. Dolmatch Stephen Cesso Barbara Lubitz Gordon Glaza Andrea Manning Mark Harmon Mario Passudetti William Harris Laura S. Pruitt Blanche Hurt Susanne Schaming Herb Lemmer Merrill B. Stone Ronald Logan Catherine Wexler 3
Fraud Prevention Committee Membership Committee Unclaimed Property Committee Proxy Committee Small Agents Committee Securities Transfer Association Other Committees 4
Chairman Cox (R) Kathleen Casey (R) Elisse Walter (D) replaced Nazareth – left January 2008 Luis Aguilar (D) replaced Campos – left in Fall 2007 Troy Parades (R) replaced Atkins – term expired Securities Transfer Association SEC Update: New Commissioners 5
Securities Transfer Association STA Year in Review • SEC Activities • Met with the Chairman 10/07, commissioners Annette Nazareth and Paul Atkins on 12/07, met with Chairman’s office on 9/08, and with Luis Aguilar and Troy Parades • Proxy Reform • DTCC’s Rule Filing • Transfer Agent Rules • SEC Rulemaking • Met with trading and markets on 10/2 • Processing • Insurance • Disclosure • Contracts • Communications • Separation of Shareholder Funds 6
DTCC Rule Filing Status of DTC’s proposed DRS/FAST requirements for transfer agents Fourth version published in May, with comments solicited Few changes from earlier versions DTC’s authority to implement such rules continues to be questioned STA has held meetings with the SEC Chairman, staff and commissioners to voice concerns, including DTC’s authority to impose, requirements in excess of normal business practices, and additional costs to issuers and agents Securities Transfer Association STA Year in Review 7
NYSE Proxy Working Committee Review of proxy fees, specifically managed accounts Issuers paying for the suppression and processing of managed accounts Broadridge Notice & Access pricing NYSE to establish a committee to review pricing Over-Voting not completely resolved… Significantly fewer instances of over-voting than in the past Discussion focused now on Pre - versus Post – reconcilement methods Securities Transfer Association STA Year in Review 8
Cost Basis Recordkeeping Through the STA we met with various committees to educate them about our industry and obstacles to implementation House Ways & Means Senate Finance Treasury DSPP & DRP treatment Will increase compliance with IRS capital gains reporting to drive a $4.1 – 6.67 billion increase in tax revenue over 10 years – passed as part of the rescue bill on October 3rd Securities Transfer Association STA Year in Review 9
Shareholder Communications Coalition Includes Business Roundtable, Securities Transfer Association, National Association of Corporate Directors, National Investor Relations Institute, Society of Corporate Secretaries and Governance Professionals Dedicated to improved shareholder voting and communication Have petitioned the SEC for rule-making regarding shareholder communications Suggest that proxy reform items be considered in one bundle: Direct, inexpensive issuer access to registered and beneficial shareholders for communications, shareholder access to management proxy, Rule 452: discretionary voting Securities Transfer Association STA Year in Review 10
Dematerialization Move all, sell fractions….Agents getting paid for doing the developmental software changes. Of the 7,500 listed companies 20% have not opted in DRS Education Committee Securities Transfer Association STA Year in Review 11
Securities Transfer Association Thank you for attending the conference. 12