NYSE Statement Regarding Council Of Institutional Investors' Report

In February, 2002, the New York Stock Exchange formed its Corporate Accountability and Listing Standards (CALS) Committee, with the goal of reviewing the Exchange's listings standards with a view toward enhancing the accountability, integrity and transparency of the Exchange's listed companies. To inform this review, the CALS Committee solicited testimony and written comments from a broad range of constituents. The Council of Institutional Investors was among the constituents invited to participate, and oral and written comments from the CII and many others were reflected in the Committee's far-reaching recommendations in June 2002, which were praised by CII Executive Director Sarah Teslik as well as others across the NYSE spectrum of constituents.

In February, 2003, the Exchange formed another committee -- the Special Committee on the Governance of the NYSE -- responsible for reviewing the Exchange's own governance with an eye toward recommending reforms that would ensure that the NYSE itself met the same high levels of corporate-governance practices that it required of its listed companies. After presenting in June 2003 a series of initial recommendations that were immediately adopted by NYSE Board of Directors, the Special Committee invited constituent comment for consideration in developing additional recommendations, in the same way the CALS Committee had invited such comment. Again, the CII was among the organizations and individuals invited to comment.

To date, the CII has not indicated that it will comment to the Special Committee. The CII did send the NYSE a draft report on the NYSE's governance, and invited NYSE comment. The draft report was prepared without requesting any information or interviews from the NYSE. The NYSE of course commented on the draft report in an effort to address at least some of the document's numerous inaccuracies as well as its appalling bias against the NYSE, its directors and management.

We consider it unfortunate and less than constructive that CII would provide a copy of the final report exclusively to the Wall Street Journal before it is publicly available, an action that appears contradictory to the spirit of fairness and transparency that CII says it supports.

The Special Committee continues to welcome input from the CII as well as from the CII's individual members.