2006 Shareholder Advocacy Season
Issues Being Joined
Corporate Governance (Executive Compensation)
RESOLVED, that shareholders of [company] urge the board of directors to adopt a policy that Company shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by the Company’s management, to ratify the compensation of the named executive officers (“NEOs”) set forth in the proxy statement’s Summary Compensation Table (the “SCT”) and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.
Abbott Laboratories—Primary Filer of Resolution -Company initially challenged this filing, but withdrew its challenge and held a dialogue with us.
Clear Channel Communications—Primary Filer of Resolution—Company challenged this filing and lost at the SEC
Valero Energy Corporation—Primary Filer of Resolution—This resolution will now go to a vote at the annual meetings of these three companies.
Merrill Lynch & Co., Inc.—Co-Filer of Resolution
Wells Fargo & Co.—Co-Filer of Resolution—We co-filed a similar resolution with these two companies last year with reasonably good results, and decided to keep up the pressure on this issue.
Global Warming / Climate Change (Energy Efficiency Report)
Starwood Hotels— Primary Filer of Resolution—We filed a resolution with this company as a joint project with a number of other institutional investors which were following up a letter to hundreds of companies which had not responded to a letter requesting what they were doing about their carbon disclosures. A very effective dialogue session was held with the company, and will continue.
TXU (Texas Utilities)—Co-Filer of Resolution—We joined with a sizeable number of other institutional investors after TXU filed plans to construct 11 coal-fired generating plants. Strong sentiment among critics of these plans has resulted in most plans being cancelled and the Company is being sold to private investors.
RESOLVED: That the Board of Directors of TXU undertake a study of energy efficiency with respect to TXU’s existing and proposed power plants and report back to shareholders describing the impact that significant improvements in energy efficiency would have on TXU, and what role TXU is playing to ensure that it can increase revenue by helping customers reduce demand for electricity.
Equal Employment Opportunity (Diversity Report)
Home Depot—Co-Filer of Resolution—We joined a number of other institutional investors to keep concerted pressure on the Company to disclose more details of their EEO data in order to highlight their poor record in this area.
RESOLVED: The shareholders request that Home Depot prepare a diversity report, at reasonable cost and omitting confidential information, available to investors by September 2007, including the following:
- A chart identifying employees according to their gender and race in each of the nine major EEOC-defined job categories for the last three years, listing numbers or percentages in each category;
- A summary description of any affirmative action policies and programs to improve performance, including job categories where women and minorities are underutilized; and
- A description of any policies and programs oriented specifically toward increasing the number of managers who are qualified females or minorities.
Human Rights (Universal Health Care Policy)
Wal-Mart Stores—Co-Filer of Resolution—We joined a coalition of faith-based institutional investors and a number of international labor unions to file this resolution with a number of large U.S. employers to begin a major campaign to advance universal health care. The coalition has had meaningful dialogues with Wal-Mart executives on this subject. The Company has just become a founding member in a coalition of other major employers and labor unions which has formulated useful principles for a major overall of the nation’s health care system. We hope our resolution will be voted on at the Company’s annual meeting.
RESOLVED: Shareholders request that the company report (at reasonable cost and omitting proprietary information) on the implications of rising health care expenses and how it is positioning itself to address this public policy issue without compromising the health and productivity of its workforce. The report should be completed by June 30, 2007, and need not address specific benefit offerings.
Issues Being Continued
Corporate Governance (Separation of Chair and CEO)
Time Warner—Co-Filer of this Resolution—This is the second year that we have joined in the filing of this resolution, which has received significant votes here and at other large corporations. A few large companies have adopted this approach (e.g. Walt Disney Company) and others are considering it.
RESOLVED: The shareholders of Time Warner request that the Board of Directors establish a policy of, whenever possible, separating the roles of Chair and Chief Executive Officer, so that an independent director who has not served as an executive officer of the Company serves as Chair of the Board of Directors. This proposal shall not apply to the extent that complying would breach any contractual obligations in effect at the time of the 2007 shareholder meeting.
Equal Employment Opportunity (Sexual Orientation Non-discrimination)
ExxonMobil Corporation—Co-filer of this Resolution—We have joined with other institutional investors over a number of years in filing this type of resolution with major U.S. corporations. Exxon is now one of only two of the Fortune 100 companies which has not adopted this written policy. Over 70 % of the Fortune 500 companies have now adopted this policy, and our efforts will continue.
RESOLVED: The shareholders request that ExxonMobil amend its written equal employment opportunity policy to explicitly prohibit discrimination based on sexual orientation and to substantially implement that policy.