Conference 7.286::digital

    RE: -1
    
    maybe if they held it at the Pontiac Silverdome...
    
    ;)
    
    Home of the Detroit Lions for those who don't know...
    
    

    I can't state clearly enough how absolutely incensed I was when I read
    this memo from Mr. Farrrahar.  I understand what the real message
    behind the words is.  Are we is such unbelievable trouble that we need
    to have memos come out like this discouraging us from participating in
    a given priviledge as stakeholders in this enterprise to not attend a
    meeting to hear personally the good things we are and have been doing
    recently and the areas for improvement. 
    
    It's a complete contrast to the last annual stockholders meeting I
    attended.  It was my customers.  And belive it or not they recognized
    us Digital in the audience as being a partner, helping them to achieve
    their goals and objective during a tough business year.  Kinda' felt
    good sitting there hearing that for me and the ten's of thousands of
    employees out there who back me up each and every day doing the
    wonderful professional jobs that they do.
    
    And now I receive in my personal account this memo crafted by true
    politicians who are setting up boundaries and controls on my ability to
    attend a meeting which I have a personal signed invitation in my had to
    do so.  Where's the trust, the commitment to actively show up at a
    function and have the self respect and honesty to sit quietly when
    other people are speaking about their areas of expertise and reporting
    on how things went.  Granted we had a horrendous year last year and I
    am sure there will be factions of stockholders coming to this meeting
    for their pint of blood, but I can't really fathom this turning into a
    big ugly scene whereby disgruntled employees show up to stage an
    inter-gallactic bitching session in front of CNN as it were.  I think
    we are all adult enough, at least I hope we are, to recognize that this
    meeting has a function as prescribed by law and order to be held in a
    public forum, with dignity and professional respect for all in
    attendance.
    
    Sincerely,
    
    William L. James
    Stockholder 

    I had the same reaction as the last reply when I read the memo
    yesterday. I find it very difficult to understand how a senior VP of a
    large corporation could send out such a memo containing such
    pexpressions of paranoia and threats to the employees.
    
    I do not know who Dick Farrahar is, but his memo has me imagining that
    he is over 55, is scared silly about loosing his job and sent the memo
    because he was innstructed to When do the security guards get posted
    every ten feet and new cororate rules disallowing meetings of more than 
    three people go into effect?
    
    And to think last week I heard another VP say "we must get our
    customers to listen harder so that they can understand Digital's
    strategy"!
    
    I wonder if Dick Farrahar wishes he had an "unsend" function today?
    
    Ken McMullen

    FACT: BP has stated many times "I'm an employee, just like you..."
    
    Question: Will he take Vacation, personal holiday, or leave without
    pay?
    
    
    Ira
    stockholder/owner
    

    
    I am going to be in the GMA next week, and was planning on taking
    some time off (mine) to attend. Never been to one, was looking
    forward to it. Sounds like I've been dis-invited.
    
    Randy
    

  I think Dick Farrahar was quite diplomatic about this. He recognized that it
would be out of line for him to tell people not to attend, so he said they are
"not encouraged" to attend. He also addressed some significant issues. Employees
who attend the meeting are unlikely to learn anything about Digital that they 
have not already heard, or could find out thru internal channels not available 
to the public. And it appears that some people (below the level of VP) have
tried to attend the annual meeting on company time.
  Re space for the meeting: For at least the last 15 years, Digital has held
the meeting off-site. There are several reasons for this, one of which is that
Digital's large facilites are not in a central location for Boston's financiers
to go to, and accommodating large stockholders is the first priority. Since the
meeting is held in rented space, having more people attend would cost Digital
more. 
  I agree with .3 that the hidden message in the memo is asking employees not
to ask tough questions or otherwise take up a lot of time at the annual meeting.
If an employee attends the meeting and keeps a low profile, I don't see how
anyone can object, except for the very minor issue of taking up space. And
attending an annual meeting could be a valuable experience in terms of learning
what happens at these meetings. (Usually not much, but there are occasionally
"fireworks" at other companies' annual meetings.)

    It makes you nervous, Why don't they want you there, Is something
    going to come out that would be so shocking that the employees might
    rush the podium? I think the memo was RUDE.  I hope someone goes and
    reports back what the secret was.  Maybe they are afraid BP is going to
    get his rear chewed off by the large share holders.  I don't think so
    though, It seems we are out of the woods.
    

re: .3

Dick Farrahar was just appointed Personnel VP when he announced a plan to
change the the way US employees were paid to every two weeks instead of
weekly (not in itself a bad idea), with a paycheck covering the two weeks
PRIOR TO the week in which you would receive it--an illegal idea from the
standpoint of the laws in a number of states.  The plan was retracted
after this little legal problem was pointed out.

Obviously the firing of the 3Gs occurred on his watch too.  Other than
this memo, those are the only two things that have brought him to any
sort of broad employee attention so far.
							- paul

    >                                                    Employees who are
    >  shareholders are entitled to attend, however they are neither
    >  required nor encouraged to do so.  
    
    	I read this as 'you can attend but we are not forcing you to
    	attend nor are we implying that you _must_ attend'. Perhaps the
    	wording could have been better but I don't see any obvious
    	devious intent here. If he said 'you _are_ encouraged to attend'
    	then everyone would want to attend, and OF COURSE at the expense 
    	of company time.
    
    
    >                                     As in the past, eligible employees who
    >  elect to attend the meeting must take vacation, personal holiday or
    >  authorized leave without pay, and must obtain the approval of their
    >  managers to take the time off prior to doing so.
    
    	Unless somebody has documentation to the contrary, this appears to be 
    	a standing policy, not something 'new' that Dick Farrahar dreamed up
    	so that a certain set of people would have something to complain about.
    
    	I also don't understand the finger-pointing at Dick Farrahar. What's
    	the deal, you all got some bone to pick with him or did changing the
    	clocks back an hour screw up your sleeping hours? I'm not sure he even
    	had to send the E-mail notification out anyhow, it seems like the only
    	'requirement' would have been to send mail via the postal system to 
    	shareholders _ONLY_ (thereby ignoring everyone else).
    
    	Sounds to me like _some_ people need more fiber in their diets... 
    
    	:) :)

    	Oh yeah, one more thing...
    
>    FACT: BP has stated many times "I'm an employee, just like you..."
>    
>    Question: Will he take Vacation, personal holiday, or leave without
>    pay?
    
    	In addition to being 'an employee' BP is also a corporate officer
    	which makes this meeting an 'obligation' as opposed to an 'option'
    	for him. Although, I suspect he _will_ be wearing his 'corporate 
    	officer hat' on top of his 'employee hat' at the meeting. And, from 
    	what I understand, BP works much more than 8 hours in his average day
    	so I don't believe it's very polite, and borderline petty, to chide 
    	him about such an issue (unless of course you meant to include
    	several little smiley faces in your message but simply forgot). :)
    
    
    	Glenn

    Dick Farrahar was a key individual who helped get the employee tuition
    reimbursement program reinstated!  It was to him that numerous memos
    were sent on behalf of the employees, pleading our cases so that that
    benefit not be taken away from what in my words were the companies most
    valuable assets, its people!
    
    My two cents worth...
    
    (but it CAN be fun to read all the bashing that goes on in these  notes
     I'd worry I was at a  Twilight Zone company if I looked through the
     DIGITAL Notes File and SOMEONE wasn't getting chewed on...)
    
    ;^) ;^) ;^) ;^) ;^) :*) :*) :*) :*) :*)
    
    
    

    	The mail probably did some good for democracy. I had never taken
    much interest in these meetings before, but as a result of that mail I
    did send in my voting slips.
    
    	A quick scan through the list of directors indicated that they were
    all getting more than 5 times my salary, so I decided that any that
    didn't hold at least 5 times the number of shares that I do obviously
    have less commitment to the company than I do and are therefore not worth
    voting for....

    
    >>>	.... need more fibre in their diet ....
    
    	I think that there is too much hot air around already thanks!
    
    				Malcolm.             

I can't understand what all the fuss is about.           
    
    Me...I'm very pleased that Dick has taken his valuable time to 
    personally send me a memo uninviting me to the stockholders meeting.
    Not many VP's giving personal attention these days...
    
    Oh, before I forget... I will be holding my birthday end of the month.
    The principal purpose is to catch up on old social contacts.
    The available space is limited, and I want to make sure that 
    outside friends have every opportunity to attend.
    
      My birthday provides an opportunity for non-employee friends
      to hear directly from me.  Employees who are friends are entitled 
      to attend this annual event, however they are neither required 
      nor encouraged to do so.  
    
      As in the past, eligible employees who elect to attend my birthday 
      must take vacation, personal holiday or authorized leave without pay, 
      and must obtain the approval of their loved ones to take the time 
      off prior to doing so.
    
      Your support in making this a successful birthday is greatly
      appreciated.
    
 re roelof

    The wording of this memo is such that I think the reaction is going
    to be the exact opposite of the desired consequences.
    
    Ken....
    

    
    
    Perhaps the company could diffuse this controversy by putting the
    annual meeting on DVN...
    
    When we set up DVN we often see other company's annual meetings being
    beamed out to employee/financial analyst sites...
    
    /ljj
    
    

re: .15

You've got that right.  If I was within driving distance, I would have shown
up simply because he doesn't want us there.  Unfortunately, I can't afford
the airfare, etc. that it would take to make the 1500 mile trip to Boston.

Bob

    Re: 3483.10
    
    The question was raised as a rhetorical question, no funny faces
    used or implied.
    
    I was however lost on your "BP works over 8 hours a
    day/politness/petty" statement.  Everyone I know works regularly (very
    regulary) over 8 hours a day, I would never chide BP for doing the
    same.
    
    Ira

I wonder if Dick Farrahar will be at the stockholder meeting.  A potential
ironic situation, I'd say...

-Mike

    Now..now ...Who's going to ask the question at the AGM...
    
    		Why are employee stock holders not invited to this meeting??

It's not that we're not invited ... 
it's just that we are not
    >  "required nor encouraged to do so".  

Sorry, but if I were hosting a shareholder meeting during these times when
Digital is trying to convince everyone that we are on the road to recovery
(and I believe we are; the industry writers still need convincing) the last
thing I would want is the potential for a bunch of employees just coming out
of a wage freeze and massive layoffs taking over the meeting and airing their
dirty laundry.

Just look at the tone of most of the notes in this conference for the past
year or two and ask if you'd want to give most of these people the 
opportunity to speak in front of shareholders?  

Digital employees are known for their ability to expose customers to the
problems with our company.  We are honest to a fault.

Rights-wise, shareholders are allowed and should feel free to attend.  Reality
wise, any employee who attends such a meeting and tries to publicly put down
the corporation and its treatment of its employees is only hurting themselves
and the rest of us.

Peter (a shareholder for as long as it takes to sell the stock every 6 months)

    re .22
    
    >>> .... the last thing I would want is the potential for a bunch of 
    >>> employees just coming out of a wage freeze and massive layoffs
    >>> taking over the meeting and airing their dirty laundry.
    
    I personally dont't remember to have too much dirty laundry (beside my
    shirt from yesterday...) - but I accept, that there will be persons at this
    meeting who possibly feel a danger that THEIR dirty laundry could be 'on the
    air' suddenly.
     
    >>> Just look at the tone of most of the notes in this conference for
    >>> the past year or two and ask if you'd want to give most of these people
    >>> the opportunity to speak in front of shareholders?
    
    Well, why not? I think that most of these people are talking in front
    of real customers all the year, and believe it or not, this customers are
    NOT running away scared - maybe these people have a better story to tell
    than anybody else ????
    
    But to be serious, think about the following, maybe you understand why
    some people are feeling uncomfortable:
      
      1:  Corporation A,  80.000 employees, X     $ profit/share (in the
                                                                  long run)    
      2:  Corporation A1, 15.000 employees, X+0.1 $ profit/share ( -"- )
    
    I prefer Type 1, because I'm not that a big shareholder...
    
    Unfortunately we are on the way to Type 2 (don't take the numbers for
    granted, they are just for illustration ...?) -    
    
    Hubert

RE: BP taking time off to attend the annual meeting

As a corporate officer, running this meeting is part of his job, as 
it is for other corporate officers and some of their supporting 
staff.  It is not part of my job to attend the annual meeting of DEC 
or any other company of which I'm a stockholder.  It is not 
unreasonable for the company to insist that I conduct personal 
business on my time, not its.


RE: the memo

I admire the wordsmithing and phraseology that went into this.  It 
succeeds admirably in sending the message "please stay away" without 
actually saying it.  If it were any more explicit, I and likely a 
whole bunch of other employee stockholders would file a complaint 
with the SEC.

Regarding the message between the lines, it is only saying what is 
prudent.  Much as it would give me great pleasure to publicly 
excoriate BP and the other VPs for feathering their own nests while 
we in the trenches have had to live with a salary freeze, I recognize 
that it is not in the best interests of the corporation.  I'll 
content myself with helping to vote out the current board.  Also, I'm 
sure that one or more of the non-employee stockholders will make the 
point for us, anyway.

--PSW

    re: .24
    
>I admire the wordsmithing and phraseology that went into this.  It 
>succeeds admirably in sending the message "please stay away" without 
>actually saying it.  If it were any more explicit, I and likely a 
>whole bunch of other employee stockholders would file a complaint 
>with the SEC.
    
    I sure don't admire the wordsmithing and phraseology.  I don't
    'dialogue' with anybody.  Also, if you can't come out and say something
    like this explicitly, then perhaps it shouldn't be said.
    
    Bob
    

    re.24....try moving your bowels once in a while...
    
    hornet
    

    
     One of the more interesting reasons to attend a stockholers meeting is
    to listen to the questions that the BIG shareholders ask. They usually
    know much more about various deals that could be detrimental to their
    investment. Many of these people are very outspoken and are more then
    willing to ask the SLT very tough questions. Being a stockholer and an
    employee, I find the Q&A session quite interesting even if none of the
    current employees ask any questions.
    
    Steve

    If I'd remembered that these stay-away-o-grams happen every year as
    part of the normal course of business (you know, like TFSOs), I'd have
    just sighed, rolled my eyes, and hit DELETE. I think the reason I
    didn't remember previous years is that the context didn't stink as bad
    then.
    
    This year, it actually seemed to me like a possibility that there could
    be a formal "motion from the floor" to try to address legitimate
    concerns from employee shareholders about the way the BOD is running
    things. That's what I thought the stay-away-o-gram was meant to
    suppress.
    
    I can't say I'm a lot happier to think that it's just a routine
    embarrassment avoidance measure, but I'm not as outraged as I was
    at first.
    
    Chuck

Re: The memo...
The request that an employee use vacation time to attend the meeting 
is reasonable.  Beyond that NOTHING should have been said !!!!!

>Much as it would give me great pleasure to publicly 
>excoriate BP and the other VPs for feathering their own nests while 
>we in the trenches have had to live with a salary freeze, I recognize 
>that it is not in the best interests of the corporation.

This is more of an observation than a comment, but I'm not so sure the
"corporation" and the "employee of the corporation" are as intricately
linked as they once were.  I mean, some companies are owned by their
employees and their actions directly affect their own bottom line.
But Digital, these days, has stratified into a class system that could
call into question whether we're still part of a white collar industry,
instead of classic management/labor lines.

Does "the best interest of the corporation" mean preserving the corporation
as you knew it?  Does it mean improving the work environment for all
employees as we push for profits?  Does it mean "feathering nests" of
certain individuals?  What is "the corporation" and why should you, or I,
or anyone else look out for its best interests?  (I know, our jobs, but
I [sincerely] mean, beyond that, what do we want for Digital and does it
matter what we want, or is it not up to us to define the "best interest?")

MM

    RE: .29
    
    IMO, the clarification of recording time taken to attend the annual
    meeting is an issue better left to the local manager. It continues to
    puzzle me why a Sr. VP feels the need to cite P & P. Whatever happened
    to accountability?
    
    And I'm sure I'm not the only one who remembers when Ken would
    encourage employee presence at AM's.
    
    kjg

    The real stupidity here is that this memo won't deter individuals who
    WERE planning to attend (whether or not they intended "disruptive"
    behavior); and it pisses off a lot of people who previously were
    totally indifferent.
    
    Seems to me there was an old saying about sleeping dogs...
    
    \dave

    Regarding the seeking your managers persmission to take vacation that
    day, well frankly, I can't do that now.  He just resigned from the
    Company.  Guess I'll just have to fill out a vacation card and dump it
    into the system and see what shakes out from there.
    
    WLJ

Wednesday morning I was attending a focus group on employee issues, having
stopped at my desk long enough to check my mail. I read this memo and my first
thought was "Geez, this will set off a firestorm in NOTES". I appreciated the
reasons for giving non-employees preference at the meeting, but given the
current climate in Digital today, felt that the message should have been
considerably softer, since people would be bound to interpret it in the most
negative light. The "neither required nor encouraged" line was far too blunt.
There will always be people who feel something sinister is going on no matter
what, but this was enough to make anybody suspicious these days! Looking back at
some older notes on meetings, this did not look like a change in policy over the
past, but the environment has changed considerably. Now our corporate leaders
need to much more sensitive to employee perceptions, since they are far more
negative. A little prudent care to the way in which they word things can keep
things from getting off on the wrong foot (or shooting it off!).

Back to the focus group...I'm the first one in the room, and then an older
fellow in suit and tie walks in and says, "Hi, Dick Farrahar, nice to meet you!"
CLICK! I thought about mentioning that his memo could have been worded a little
more sensitively, but didn't. I'm sure he's figured that out by now. I must say
that he seemed like a reasonable fellow, listening to what we had to say.
Whether he has the will or ability to do anything about any of it is another
issue, but he was willing to listen. I don't exactly have my finger on the pulse
of the corporation, but I did bring up a few items I have seen here in this
conference when related topics arose, more reporting second-hand on my
interpretation of other people's feelings than relating my own experience (hey,
I'm just an engineer. Software broke? I fix!)

Bottom line, this guy went out of his way to wordsmith (probably took a 
lot of his time to wordsmith it well) a memo telling us to stay away.  The 
concrete info in the memo is probably in the Orange book.  This wasn't a 
repeat of an annual clarification, but an action taken to communicate a 
message.  The message, "stay out of our way.  we know what's best."  This 
is not a democratic message, so we must  not be a democratic organization.

- Don

Since when has a capitalist corporation *claimed* to
be a democracy?

[No, I didn't like the original memo either.  If nothing
 else, it strikes me as being a clumsy effort.]

RE: .26

 >   re.24....try moving your bowels once in a while...
  
OK, so you don't agree with something I said.  What didn't you like 
and why?

If you've got nothing to contribute other than personal insults, shut 
up and go away.

--PSW  

RE: .36

It is a democracy for stockholders, with one share, one vote.

It is not a democracy for employees, though.

--PSW

 It appears that one of the main reasons that prompted Mr Farrahar to send
 THAT memo was that he, and some other members of the upper echelons are 
 running scared. Why ?

 Because the European Comite d'Enteprise, with the sanction of the European 
 Works Council are sending a delegation to the AGM to ask some pertinant 
 questions about the current state of the corporation.

 Some may agree that this a good idea and some may not. The washing of dirty 
 linin in public is not always the best option but when all else has failed
 I can see no alternative,

 Mark.

	I can't help feeling that one particular point has been overlooked
    in this discussion. That of the RIGHT TO VOTE.
    
    	After some thought, here is the MAIL I fired off to Dick FARRAHAR
    while the fuse was still burning!
    
    **********************************************************************
Dear Dick

	With reference to your MAIL message in connection with employee 
attendance at the Company Annual General Meeting on November 10th this year, in
particular the paragraph:-

<<The Annual Meeting provides an opportunity for non-employee investors
  to hear information directly from the President.  Employees who are
  shareholders are entitled to attend, however they are neither required  *
  nor encouraged to do so.  As in the past, eligible employees who elect  *
  to attend the meeting must take vacation, personal holiday or		  *
  authorized leave without pay, and must obtain the approval of their	  *
  managers to take the time off prior to doing so.>>			  *

	I would like to make the following observations:-

(1)	The annual general meeting is the ONLY opportunity which employee 
shareholders get to VOTE on company issues. To say that they are not encouraged 
to attend suggests that they are not encouraged to exercise their RIGHT to vote,
nor to raise issues which they as shareholders are entitled to have discussed
and answered.

	The proxy voting system provides no opportunity for employees to become 
involved in OPEN discussion on the company's performance, or that of it's 
officers.

(2)	Presidential DVN's and open forums do not provide any opportunity for 
employee-INVESTORS to influence the company performance or strategy. They might 
provide an opportunity for executives to monitor attitudes and morale, but 
there is no guarentee that any clear trends in employee opinions will form any 
part of future company policy. This medium for communication should not
therefore be construed as an alternative to the RIGHT TO VOTE inherent with the 
status of SHAREHOLDER whether employee or not.

(3)	The sentences :-
			<<As in the past, eligible employees who elect
  to attend the meeting must take vacation, personal holiday or
  authorized leave without pay, and must obtain the approval of their
  managers to take the time off prior to doing so.>>

	...even conveys the suggestion that the company might, via the 
management network, contrive to veto any requests for leave to be taken on 
November 10th.


	Now to my opinion!

	Having studied the notes accompanying the notice of Annual General 
Meeting, and having observed the worldwide discussions on various issues 
relating to company performance, executive remuneration, pay freeze, 
deliverables-resources to name but a few, I cannot help viewing your MAIL 
message as a strong hint to "Stay Away" from the public meeting.

	This being the case, I am tempted to wonder why?

	Is the board of directors afraid of the employee element among 
shareholders?

	Perhaps the prospect of inside knowledge of company performance 
becoming public knowledge is seen as potentially embarrasing to the board?

	Whatever the reason, this is the first time in many years of employment 
with DIGITAL that I have ever seen a message of this type. I believe it is 
unprecedented.

	As an employee-shareholder I and many collegues have born the brunt of 
not only the fall in share prices, but also the effects of abysmal management 
performance, failure to match inflationary pressures with pay increases, and 
the pressures of trying to maintain customer credibility against a background 
of confused and non-existent strategy.

	In that context I find your message offensive.

			Dave Clark
			UK Customer Support Center
			@UVO
                                                                          

    After reading Note 3495, I think I now know the motivation behind
    Farrahar's 'stay away' memo.
    
    Ken....

re .39:

   "Because the European Comite d'Enteprise, with the sanction of the
    European Works Council are sending a delegation to the AGM to ask
    some pertinant questions about the current state of the corporation.
    Some may agree that this a good idea and some may not.
    The washing of dirty linin in public is not always the best option but
    when all else has failed I can see no alternative,..."

There's no plan 'to wash dirty linen', but, as you mentioned 'to ask some
pertinant questions'.

And, more important, to speak about alternatives in doing business, in
satisfying customers (instead of of meking them feel unsecure in doing
business with us - we are loosing business because of the unstable
conditions of the company in Europe).

And they are encouraged to do so by a lot of European Employee Stockholders.

Erika Wiener, German Stockholder.

    Without employees there would be no Digital. We all know that.
    
    Most management experts and business gurus acknowledge that one of
    the most - if not _the_ most -important factors to generating
    and sustaining business is highly motiviated and dedicated people
    (employees).
    
    In this sense, employee morale and motivation is a very important
    business issue.

    I agree. Most of the responsibles have forgotten this point for a long
    time as I feel that they take care of their own personal interests rather  
    than the Digital interest. 

    I was completely unaware of the fact that company officers had the
    right to tell stockholders what questions they may or may not ask.
    It was always my opinion that company officers attempted to run the
    company profitably for the benefit of the stockholders, whose money they
    used.

    Perhaps the correct question to ask at the meeting is this, "Is the vp
    who tried to stop stockholders asking questions at this meeting going
    to be disciplined for his actions?"

    Jamie.

    1)  If employees have effective internal means of raising concerns,
    hardly anyone would even THINK about doing it at a stockholder's
    meeting.
    
    2)  There are no effective internal means of raising many concerns.
    I cite as evidence Jose Ramirez' failure to respond to simple questions
    about the salary freeze, the Ethics Office's demonstrated past
    unresponsiveness (I haven't tried them since Win Hindle left), and
    the fact that my group's Open Door manager told me that I would only
    have a legitimate complaint against a manager I complained about if
    he had gotten me fired.
    
    3)  Further, I assume that Dick Farrahar knows that many employees
    have concerns that they know that upper management is ignoring.
    
    4)  Therefore, I conclude that he felt that his memo would be useful
    to help avoid the risk of employee concerns being exposed in public.
    
    5)  As to its effectiveness, well, *were* any employee concerns raised?
    Would *you* feel intimidated to know that a VP is *personally* watching
    your behavior?  If not, you must not be afraid of losing your job.
    
    	Larry

    re .0:  That was a very well thought out and detailed examination of
            Mr. Farrahar's memo.
    
            What was his reaction to it when you sent him a copy?
    
    						Don