CEC does not require or seek collective decision-making or action with respect to acquiring, holding, disposing and/or voting of securities. Signatories are independent fiduciaries responsible for their own investment and voting decisions and must always act completely independently to set their own strategies, policies and practices based on their own best interests. The use of particular engagement tools and tactics, including the scope of participation in CEC engagements, is at the discretion of individual signatories. CEC facilitates the exchange of public information, but signatories must avoid the exchange (including one-way disclosure) of nonpublic, competitively sensitive information, including with other signatories, participants in engagements, CEC itself, and its investor networks. Even the exchange of information in the context of collaboration can give the appearance of a potentially unlawful agreement; it is important to avoid exchanging information which might result in, or appear to result in, a breach of corporate or competition law. Signatories may not claim to represent other signatories or make statements referencing other signatories without their express consent. Any decision by signatories to take action with respect to acquiring, holding, disposing and/or voting of securities shall be at their sole discretion and made in their individual capacities and not on behalf of CEC, its investor networks or their other signatories or members. Signatories must avoid coordination of strategic behavior between competitors that impacts or is likely to impact competition. CEC and it sinvestor networks do not act or speak on behalf of each other or CEC signatories. They also do not seek directly or indirectly, either on their own or another’s behalf, the power to act as proxy for a security holder and do not furnish or otherwise request, or act on behalf of a person who furnishes or requests, a form of revocation, abstention, consent or authorization. In addition, CEC and the investor network entities do not provide investment or voting recommendations, and signatories are not obligated by CEC to make investment or voting recommendations based on the investment or voting behavior of other signatories. CEC and its investor networks do not provide investment, legal, accounting or tax advice.CEC and its investor networks do not necessarily endorse or validate the information contained herein. The terms of engagement, responsibilities, rights and other information contained elsewhere herein are intended to be interpreted in a manner consistent with the foregoing.
FURTHER LEGAL CONSIDERATIONS
Each signatory has the responsibility to obtain its own legal advice pertaining to its participation in CEC.In conducting their engagements, investors participating in the initiative must ensure they are aware of and always in compliance with regulatory requirements related to collaborative investor engagement activities in the jurisdiction where engagement is taking place. This may include regulatory requirements pertaining to “acting in concert” or “forming a controlling group”, which are generally defined as when a group of investors actively and intentionally cooperates to obtain or consolidate control of a company. Such activity is not the intention of CEC. Signatories will not be asked to provide, and must not disclose or exchange, to either CEC, investor network entities, other signatories, or other participants at CECevents, strategic or competitively sensitive information. Competitively sensitive information includes all information that could significantly affect competitive processes and should not be shared with a competitor, including: price and discount information, costs, research and development plans, commercial and strategic plans, investment plans, and information on employee compensation and benefits. Signatories must not coordinate views or their actions in such a way that could restrict competition (e.g., a joint refusal to deal with a specific company or companies) or result in signatories facilitating the exchange of competitively sensitive information among companies, or the investment companies acting in concert (this includes the one-way disclosure of information). Even the exchange of information can achieve the same end as, or be viewed as evidence of, an unlawful agreement. It is important to avoid exchanging information which might result in, or give the appearance of, a breach of corporate or competition law. Signatories should not rely on legal advice obtained by any of the coordinating investor networks or other signatories.