Sustainability Reporting describing the company’s environmental, social and governance business practices—co-filed with Walden Asset Management

Emerson Electric: re-filed resolution which received 34% last year. C.R. Bard: a slightly modified version of last year’s resolution was filed. After it received 28% last May, the company met informally with ICCR but then declined to move to greater transparency.

 

Hydraulic Fracturing: Community Impacts – Risk Assessment -- disclosure on the impacts of fracking on local community and the financial risks of these impacts. This resolution includes both environmental impacts to water quality, health impacts from exposure to water and air, and is broad enough to include social ills documented in fracking towns.

 

ExxonMobil: last year’s toxic chemical disclosure received a 28.2% vote Chevron: last year’s toxic chemical disclosure received a 41% vote

 

Here is a sampling of the significant press coverage after last year’s votes.

 

New: Political Spending Resolution – response to Citizens United ruling. Calls on corporations to review policies and oversight processes related to political spending and public policy, both direct and indirect including through trade associations, and present a summary report by September 2012.

 

IBM: Review and disclosure of any direct and indirect expenditures supporting or opposing candidates, for issue ads designed to affect political races, including dues and special payments made to trade associations, such as the U.S. Chamber of Commerce.

October 26, 2011

NEW YORK – Shareholders of AT&T Inc. have filed a proposal calling for the company “to publicly commit to operate its wireless broadband network consistent with network neutrality principles” that would maintain open access to the Internet on wireless networks.

The filing comes only weeks before implementation of new Federal Communications Commission rules on network neutrality that provide a broad exemption for wireless broadband networks – the fastest growing segment of the Internet.

AT&T has sought in the past to block shareholders from voting on network neutrality issues. A similar shareholder proposal on wireless networks was excluded from AT&T’s 2011 proxy ballot following a Securities and Exchange Commission staff ruling that net neutrality was not a “significant public policy issue.”

The latest AT&T proposal has been filed by institutional investors including the Nathan Cummings Foundation as well as individual investors including Mike D of the Beastie Boys. Unless the proposal is blocked again, it’s expected to be voted on at the company’s annual meeting in April 2012.

“Net neutrality is clearly a material issue of import for AT&T and for the whole country, which is why it’s critical that shareholders be heard,” said Farnum Brown, Chief Investment Strategist for Trillium Asset Management, LLC, an independent investment firm with more than $900 million under management, which represents some of the filers.

According to Laura Campos, director of shareholder activities at the Nathan Cummings Foundation, “This issue has important implications for both social and economic justice and long-term shareholder value. As a shareholder, the Foundation is concerned that over the longer-term, a failure to operate its wireless broadband network in accordance with the principles of network neutrality could negatively impact AT&T’s market share and damage its reputation with consumers.”

The AT&T shareholder proposal cites research by the Institute for Policy Integrity at New York University which concluded that an open Internet accounts for billions of dollars of economic value for Americans.”This economic and social value is an important factor in the growth of our economy and widely diversified investment portfolios,” the proposal states.

The proposal also notes that open Internet policies on wireless networks have particular importance for minority and economically disadvantaged communities. People of color access the Internet via cell phones at a much greater rate than their white counterparts, according to a report by the Pew Internet & American Life Project. “The digital freedoms at stake are a 21st century civil rights issue,” says Colorofchange.org, an organization representing African-Americans, which is cited by the shareholders.

The shareholder proposal calls on AT&T to proactively ensure that its wireless networks remain open and provide equal access and non-discriminatory treatment for all content.“

Maintaining the existing system of net neutrality for our mobile networks is a win-win – its good for economic growth and good for the principles of free expression that underpin our democracy – the greatest platform the world has known for sustainable economic growth,” said Jonas Kron, Deputy Director for Shareholder Advocacy at Trillium.

The shareholder initiative at AT&T was organized by Open MIC – the Open Media and Information Companies Initiative – a nonprofit organization that seeks to inform corporations’ responsible media management practices. “Net neutrality is necessary to insure competition, entrepreneurship, innovation, and free expression in the digital economy,” said Michael Connor, Open MIC’s Executive Director. “That’s why it is so important that the investor voice be heard.”

The complete text of the AT&T wireless network neutrality proposal is available on the Open MIC web site and can be downloaded here (PDF).

For more information about recent net neutrality issues, visit www.openmic.org.

The Open Media and Information Companies Initiative – Open MIC – is a non-profit organization working to promote a vibrant, diverse media ecosystem through market-based solutions. Founded in late 2006, Open MIC is a project of the Tides Center, a 501(c)(3) non-profit organization.

For more information, contact:Michael ConnorExecutive Director212-537-9401mconnor@openmic.orgwww.openmic.org

by Claude Solnik
Published: October 3, 2011

It looks like a few firms have agreed to open the books on their political donations, a year after the Supreme Court unceremoniously closed the door on once strict limits to contributions.

A trio of Fortune 500 companies whose stock is held by the New York State Common Retirement Fund have agreed to disclose their political campaign contributions and procedures, after requests from New York State Comptroller Thomas P. DiNapoli.

DiNapoli said Marriott International, Yum Brands (parent of Pizza Hut and Taco Bell) and Limited Brands(parent of Henri Bendel and Victoria’s Secret), whose stock is held by the state’s $146.9 billion retirement fund, agreed to disclose contributions to political campaigns and advocacy groups and outline their approval process for political contributions.

The comptroller and the Center for Political Accountability began a push last year for greater disclosure after the Supreme Court’s Citizens United decision opened the doors to big corporate contributions.

“There’s cause for concern when corporations make it their business to finance campaigns,” DiNapoli said. “Now we’re asking corporations to do the responsible thing for their shareholders and for the public. These three companies have heeded the call.”

After finding that about 70 of the S&P 500 companies had public policies regarding disclosing political donations, the comptroller and the center sent out letters requesting information from the remaining firms.

“We engaged with these companies. Some came forward and said we’ll work with you,” said Eric Sumberg, a spokesman for the comptroller. “We proposed shareholder resolutions at some.”

The retirement fund filed nine shareholder resolutions, leading to agreements with these three firms during the proxy season.

The New York State Common Retirement Fund as of Sept. 16 owned nearly $150 million combined in these firms’ shares including 1.6 million shares of Yum Brands worth $86.2 million; 873,292 shares of Limited Brands worth $35.2 million and 938,109 shares of Marriott International worth $27.4 million.

DiNapoli said he’s continuing to push for disclosure of corporate contributions as a way of monitoring spending of firms whose shares are held by the state an their interaction with the political process.

“Proxy season is in the spring,” Sumberg said. “Over the next couple of months, we’ll look at which companies to engage with the next season. Hopefully, we’ll have more successful engagements.”

 

September 2, 2011

Increasingly investors have been evaluating the role ofcompanies as they seek to influence legislation, regulation and the publicpolicy debate.

Obviously one way for a company to be an active advocate,especially post the Supreme Court CitizensUnited decision, is to use corporate funds or their PACs to providefunds to affect elections director or indirectly.

Yet companies also work to influence public policy bylobbying directly as well as through trade associations and other third partyorganizations.  And some companies also actively co-ordinate“grassroots lobbying” whereby they reach out to employees and othersupportive groups around the country urging them to write their local Membersof Congress so they can hear from local constituents directly and not from acompany’s Public Affairs office in another state.

For example, when the McConnell Bill was presented to limitthe role of the EPA in addressing Greenhouse Gases related to Climate Change,one oil company sent an email alert to all employees urging them to contacttheir Senator / Representative to support this amendment which constituted afrontal attack on the EPA.

This powerful but indirect grassroots lobbying is much likethe U.S. Chamber of Commerce which sends out regular alerts to its membersurging them to contact their representatives.

Federal Law requires that a company’s federal directlobbying expenditures are publicly disclosed (see sample set of companyprofiles covering two years of expenditures), but indirect expenditures throughthird party and grassroots lobbying are not.  And only 21 states requireany disclosure regarding lobbying of state legislators. In addition, investorsdo not have easy access to this information unless a company adds it to theirwebsite so it is really not directly available.

Thus it is appropriate and timely to ask companies to reporton their lobbying policies, oversight and expenditures just like we seektransparency on political spending.

And some companies do a pretty good job of disclosing suchinformation on their website.

Last year AFSCME took an important step in addressing thisissue by filing resolutions seeking disclosure of lobbying with companies. Theresolution passed muster at the Securities and Exchange Commission (SEC).Formerly, lobbying resolutions had been considered “OrdinaryBusiness” and omitted by the SEC.

Now we know that such a request can properly be presented toa company for inclusion in their proxy for a vote.

I believe that proposing lobbying disclosure for a companyis separate but closely connected to our requests for full transparency onpolitical spending.  However, even though connected, I also believe it iswise to keep the two requests separate and not muddy the waters by combiningthem in one resolution.

I enclose a sample resolution which I have drafted seekinglobbying disclosure.  We also enclose a series of charts on samplecompanies lobbying expenditures we researched.

Note that the resolution seeks more clarity and furtherdisclosure than what is disclosed on the Government website.

I look forward to conversations about your interest in suchan approach as well as companies and industries where such a request should bea priority.

Timothy Smith

Senior Vice President

Director of ESG Shareowner Engagement

Request for Disclosure of Lobbying Policies and Practices

Whereas, businesses, like individuals, have a right to express opinions to legislators and regulators on public policy matters.

However, we believe it is important that our company’s lobbying positions, as well as processes to influence public policy, are transparent.  Public opinion is skeptical of corporate influence on Congress and public policy and questionable lobbying activity may pose risks to our company’s reputation. For example, corporate political spending and lobbying which might harm consumers or the public. Hence, we believe full disclosure of Company’s policies, procedures and oversight mechanisms is warranted.

Resolved:

The shareholders of Company request the Board authorize the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing the lobbying of legislators and regulators, including through trade associations. The disclosure should include both direct and indirect lobbying and grassroots lobbying communications.

Payments (both direct and indirect, including payments to trade associations) used for direct lobbying as well as grassroots lobbying communications, including the amount of the payment and the recipient.

Membership in and payments to     any tax-exempt organization that writes and endorses model legislation     composed of both corporate members and state legislators.

Description of the decision-making process and oversight by the management and Board for

a.   direct and indirect lobbying contribution or expenditure;

b.   payment for grassroots lobbying expenditure.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation, (b) reflects a view on the legislation and (c) encourages the recipient of the communication to take action with respect to the legislation.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee of the Board or other relevant oversight committees of the Board and posted on the company’s website. 

Supporting Statement

As shareholders, we encourage transparency and accountability on the use of staff time and corporate funds to influence legislation and regulation both directly and indirectly as well as grassroots lobbying initiatives. We believe such disclosure is in shareholder best interests. Absent a system of accountability, company assets could be used for policy objectives contrary to a company’s long-term interests posing risks to the company and shareholders.

For example, a company may lobby directly or through a trade association to weaken the Foreign Corrupt Practices Act, or stop the EPA from regulating climate change or trying to limit the Consumer Finance Protection Bureau.

Company funds of approximately $XXXX million from July 1, 2010 to June 30, 2011 supported direct federal lobbying activities, according to disclosure reports.  (U.S. Senate Office of Public Records http://www.senate.gov/pagelayout/legislative/one_item_and_teasers/opr.htm)  This figure may not include grassroots lobbying, to directly influence legislation by mobilizing public support or opposition. Also, not all states require disclosure of lobbying expenditures to influence legislation or regulation.

We encourage our Board to require comprehensive disclosure related to direct, indirect and grassroots lobbying.