(copyright ASRC c 2002)
EDITORIAL NOTE: From June through December 2002, Arctic Slope Regional Corp. ran a series of five articles in its shareholder newsletter regarding the corporate governance of the corporation. With permission from ASRC, the series is being reprinted in the CIRI Shareholder Update to share with CIRI shareholders how these same laws affect our corporation, shareholders, directors, and management. This is the final article in the series. It reviews how the law governs shareholder requests for corporate information.

As a private for-profit corporation, ASRC must work to generate wealth for its shareholders. ASRC owns subsidiary companies that do business in Alaska, across the Lower 48 states and in some foreign countries. When these subsidiary companies are profitable, ASRC makes money and can pay dividends to its shareholders. To compete effectively in the business world, ASRC and its subsidiaries must keep a lot of corporate information private. If this information were available to shareholders or the public, ASRC’s competitors could use it to undercut ASRC’s business. Then ASRC would lose money. The law recognizes that private for-profit corporations have a duty to protect corporate information, so there are very specific rules about what information ASRC can release to its shareholders.

The laws that apply to ASRC are very different from those that apply to government entities such as the North Slope Borough. Because government entities are created by and for the people, they must hold public meetings and make information about their operations easily available to the public. That’s not the case with a private for-profit corporation. The public has no right to see ASRC’s private information. Even shareholders’ right to see ASRC corporate information is limited. The law entitles every ASRC shareholder to receive a copy of the ASRC annual report without asking for it. The annual report must contain information from management and audited year-end financial statements that tell the shareholders how the corporation is doing in terms of generating wealth for the shareholders’ benefit.

A group of shareholders holding at least five percent of the total ASRC shares may together request, in writing, copies of ASRC’s quarterly or semi-annual income statements and balance sheets.

All other shareholder requests for information are subject to policies set by the ASRC Board of Directors and procedures adopted by management to protect the corporation. The law requires that individual shareholder requests for information must (a) be made in writing, and (b) state why the shareholder wants the information. That is why ASRC will usually not give out corporate information over the telephone. In responding to shareholder requests for information, ASRC has a legal duty to make sure that (a) the information supplied is the type of information the law allows a shareholder to receive, and (b) giving this information to the shareholder is in the best interests of the corporation.

As a private for-profit corporation, ASRC must work to generate wealth for its shareholders. ASRC owns subsidiary companies that do business in Alaska, across the Lower 48 states and in some foreign countries. When these subsidiary companies are profitable, ASRC makes money and can pay dividends to its shareholders. To compete effectively in the business world, ASRC and its subsidiaries must keep a lot of corporate information private. If this information were available to shareholders or the public, ASRC’s competitors could use it to undercut ASRC’s business. Then ASRC would lose money. The law recognizes that private for-profit corporations have a duty to protect corporate information, so there are very specific rules about what information ASRC can release to its shareholders.

The laws that apply to ASRC are very different from those that apply to government entities such as the North Slope Borough. Because government entities are created by and for the people, they must hold public meetings and make information about their operations easily available to the public. That’s not the case with a private for-profit corporation. The public has no right to see ASRC’s private information. Even shareholders’ right to see ASRC corporate information is limited. The law entitles every ASRC shareholder to receive a copy of the ASRC annual report without asking for it. The annual report must contain information from management and audited year-end financial statements that tell the shareholders how the corporation is doing in terms of generating wealth for the shareholders’ benefit.

A group of shareholders holding at least five percent of the total ASRC shares may together request, in writing, copies of ASRC’s quarterly or semi-annual income statements and balance sheets.

All other shareholder requests for information are subject to policies set by the ASRC Board of Directors and procedures adopted by management to protect the corporation. The law requires that individual shareholder requests for information must (a) be made in writing, and (b) state why the shareholder wants the information. That is why ASRC will usually not give out corporate information over the telephone. In responding to shareholder requests for information, ASRC has a legal duty to make sure that (a) the information supplied is the type of information the law allows a shareholder to receive, and (b) giving this information to the shareholder is in the best interests of the corporation.