Frequently Asked Questions

Egan-Jones Proxy Services is highly focused on quantitative measures for company,

officer, and director performance. By focusing on such "hard" data we are able to

produce a high quality and consistent product with maximum efficiency.

Each analyst checks the work of other analysts so even the most basic meeting

proposal is looked at by at least two sets of eyes. More complex proposal types, such

as mergers or contests, are reviewed by supervisors. All votes are available for client

review and analysis in convenient reports that clients may generate at any time for

their auditing needs.

Egan-Jones Proxy follows a standard set of prewritten "guidelines" in determining

vote recommendations, with all reports being reviewed by multiple staff members.

Additionally, the Proxy business unit is physically and electronically separate from

E-J’s ratings services to prevent information on proxy subscriber holdings, voting or

voting recommendations from influencing the ratings activities of the firm. In the

same manner, proxy personnel do not have access to the ratings desk’s list of

companies that are rated.

All reports are reviewed by a second analyst or supervisor before publishing.

Issuers have the ability to request a final copy of their report for inspection and

comment, time permitting, at the time of publication.

Clients and issuers may notify EJP of suspected errors in the report using designated

email contacts. Such cases are forwarded by senior staff for review by the analyst,

with especially complex or new issues being reviewed by the guidelines committee

with any necessary updates being made to the relevant guidelines. A corrected

report is written, reviewed and published if necessary. In cases of a “material error,”

assumed to be any correction resulting in a vote change, the correction is logged in

the firm’s material error file.

In order to identify conflicts of interest (both general systematic conflicts and unusual or one-time event type conflicts) and ensure the objectivity of its proxy research and vote recommendations, Egan-Jones has established a Conflicts Committee consisting of the Director of Proxy Services, General Counsel and Designated Compliance Officer. The committee meets periodically to evaluate, review, and consider interests, transactions and relationships which may result in an actual or potential conflict of interest and to consider the effectiveness of the mitigation of any such conflicts of interest. The committee is also responsible for ensuring prominent disclosure is made of relevant information relating to any conflict of interest.

A copy of Egan-Jones' “Policies and Procedures for Managing and Disclosing Conflicts of Interest” may be located at www.ejproxy.com/disclosures.

Egan-Jones does not currently engage in proxy voting consulting with issuers. We do provide free draft reports to issuers upon request and we do sell reports and ratings to all legitimate business interests including law firms and solicitors.

To ensure that individuals who join Egan-Jones are well qualified and to ensure that Egan-Jones

maintains a safe and productive work environment, it is our policy to conduct preemployment background checks on all applicants who accept an offer of

employment. Background checks may include verification of any information on the

applicant’s resume or application form. All offers of employment are conditioned on

receipt of a background check report that is acceptable to Egan-JOnes. All background

checks are conducted in conformity with the Federal Fair Credit Reporting Act, the

Americans with Disabilities Act, and state and federal privacy and

antidiscrimination laws. Reports are kept confidential and are only viewed by

individuals involved in the hiring process. Additional checks such as a driving

record or credit report may be made on applicants for particular job categories if

appropriate and job related.