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Monday, September 25, 2006

Support Grows for Social Proposals
Submitted by: Meg Voorhes, Social Issues Service Director, and Carolyn Mathiasen, Social Issues Service Editor

Investors are looking with increasing favor on shareholder proposals asking companies to disclose and monitor their political contributions, to report on their fair employment policies, and to issue broad-based reports on sustainability. Investors also gave greater support to selected proposals on labor rights and environmental issues in the 2006 proxy season.

While shareholder proposals on social issues historically have not fared as well as governance resolutions, social proposals have received increased support this year. In fact, 27 percent of the social issues proposals that came to a vote through June 30 were supported by more than 15 percent of the shares voted; only 15 percent of the social proposals in 2004 and 2005 achieved this level of support, according to ISS data.

In contrast, investors overwhelmingly rejected proposals asking companies to drop equal treatment protections for gay employees, to review or improve animal welfare, and--in the case of tobacco companies--to restrict their marketing or to support smoking bans. Proposals along these lines averaged less than 6 percent support.

The 177 social issues proposals that came to a vote through June represent only about half the number that shareholders originally filed. Shareholder proponents withdrew 97 resolutions, often after fruitful discussions with management. In addition, companies were able to obtain permission from the staff of the Securities and Exchange Commission to omit 51 proposals from their proxy statements.

What follows is a snapshot of four issue areas--environment, equal employment opportunity, global labor standards, and political contributions--that produced some of the highest votes or notable withdrawal agreements this season. (All vote support levels are calculated according to the formula the SEC uses to determine resubmission eligibility: the percentage of "for" votes out of the total shares voted "for" and "against," excluding abstentions. Under SEC rules, first-year proposals must win at least 3 percent support to qualify for resubmission, second-year proposals must get at least 6 percent, and proposals in their third year or more must score at least 10 percent.)

Environment
Of the 75 environmental proposals that were filed for meetings before June 30, 44 came to votes. Activity spanned a new anti-toxics campaign to a continued focus on climate change. This category included some of the year's most significant withdrawals, as well as seven of the proposals that won at least 15 percent support.

Ten proposals concerning greenhouse gas emissions, energy efficiency, or climate change came to a vote. Six were filed by proponents who believe that climate change is a major problem and that companies need to reduce their greenhouse gas emissions. The Nathan Cummings Foundation, the Sierra Club, and New England Friends asked four companies for reports on energy efficiency plans. The proposals won 39.3 percent at Standard Pacific, setting a new record for support on that issue, and received 28.7 percent at Bed Bath & Beyond. The third highest vote in the climate change arena was the 22.6 percent achieved by Trillium Asset Management's resolution asking Dominion Resources to report on and reduce its greenhouse gas emissions.

Four proposals by investors who are skeptical of climate change fared less well. Resolutions seeking an annual "scientific report on global warming/cooling" received 4 percent support at Ford Motor, 7 percent at Occidental Petroleum, and 2 percent at General Motors. A similar proposal from Action Fund Management at General Electric received 6.9 percent support.

The 2006 season was notable for several largely new shareholder campaigns on environmental issues. One focused on the potential impact on local communities from toxic emissions. The highest scoring resolution was Mercy Investment’s first-year proposal asking Synagro, whose sewage-to-fertilizer operations in the Bronx have prompted complaints, to review and reduce its toxic emissions; it received 31.6 percent support.

A shareholder focus on toxic chemicals was also evident in several proposals that asked companies to consider reformulating their products or services to limit the use of toxic chemicals or to reduce the number of products they stock with toxic ingredients. The highest-scoring proposal in this category was at DuPont, where LongView won 28.9 percent support for a request that the company report on "the feasibility of an expeditious phase-out of the use" of perfluorooctanoic acid (PFOA). PFOA, which is used in the production of Teflon and other products, was labeled a "likely carcinogen" by a federal scientific advisory board in January. In addition, toxin-related proposals from Boston Common Asset Management at CVS, and from Green Century at Whole Foods, each won about 10 percent support.

Five proposals came to a vote that focused on conserving natural resources and natural habitats. The top-scorer was Green Century's first-year proposal asking ConocoPhillips to report on "the potential environmental damage" that would result from oil drilling in Alaska's National Petroleum Reserve; it won 25.5 percent support. Green Century also asked both Chevron and Exxon Mobil for a second time to report on the potential environmental damage that would result from drilling in certain protected areas including national parks, wildlife refuges, and World Heritage Sites. Both proposals received around 8 percent support, enough to clear the 6 percent resubmission threshold.

Proponents reached withdrawal agreements on 21 of the environmental proposals put forth for 2006, with climate change resolutions leading the list. Proponents withdrew requests for reports on greenhouse gas emissions at Anadarko Petroleum, Devon Energy, Peabody Energy, and four Midwestern utilities when the companies promised to do the reports. The utilities Alliant, Great Plains, MGE, and WPS agreed to disclose how they are preparing for regulatory controls on greenhouse gas emissions. In addition, the Sisters of St. Dominic withdrew a resolution asking General Motors to reduce greenhouse emissions; the company has significantly increased its reporting on climate change in the last year.

Proponents of energy efficiency in buildings withdrew four resolutions--at Home Depot, Liberty Property, Lowe's, and Simon Property--when the companies agreed to provide significant information on energy usage and energy efficiency goals. Early in the year, church shareholders ended a decade-long campaign to get General Electric to disclose information about the costs of an effort to delay cleanup of PCBs, especially in the Hudson River, after the company published extensive information on PCB costs in a letter to the SEC.

A proposal asking Johnson & Johnson to report on reformulating cosmetics to meet European Union standards was withdrawn after the company agreed to continue meeting with the proponent, Citizens Funds, to ensure greater transparency and safer products.

Walden Asset Management withdrew its proposals on bottle recycling--at PepsiCo and Coca-Cola--with the latter withdrawal coming at the last minute after the company had published the proxy statement. Both companies agreed to seek quantitative and national goals and a timeline for increased recycling.

Equal Employment
Five proposals came to a vote concerning non-discrimination on the basis of sexual orientation or sexual identity, all of which earned double-digit support. The resolution asking Exxon Mobil to amend its non-discrimination policy to include sexual orientation received 34.6 percent support, the highest vote ever for this topic at the company. The same proposal also fared well at Expeditors International (33.6 percent support), Amsouth (28.0 percent), and Leggett & Platt (24.7 percent). In addition, the New York City pension funds asked Robert Half International to implement the Equality Principles, a 10-point set of guidelines to bar workplace discrimination on the basis of sexual orientation and sexual identity; that proposal earned 18.7 percent support in its first appearance before company investors.

Investors also supported, as they have in past years, proposals asking companies to report on their EEO policies with regard to women and racial minorities. At Home Depot, a second-year proposal on this topic, prompted by the company's reversal of a 2001 decision to provide statistical data to shareholders on its work force by race and sex, won 35.9 percent, up nearly 6 percentage points from 2005. At Lockheed Martin, a similar first-time proposal from religious investors won 25.1 percent. The EEOC filed suit against the company in 2005 alleging race discrimination.

Proponents withdrew 14 sexual-orientation proposals because companies agreed to amend their EEO policies or demonstrated that they already had gay rights policies in place.

Proponents also reached withdrawal agreements at Wal-Mart and Donaldson over requests for equal employment data. The withdrawal at Wal-Mart came after the company posted its entire EEO-1 form along with comparative data on its Web site. A large coalition of SRI funds and church groups had been asking the company since 2002 to release its EEO-1 data, and votes for the proposal had increased steadily, from 11.3 percent the first year to 18.8 percent in 2005.

Global Labor Standards
Four of the 13 proposals that came to a vote asking companies to report on, improve, or monitor the labor standards in their global operations won double-digit support. The top vote-getter--winning 49.8 percent support--was the New York City pension funds' proposal to Lear. It asked the company to develop and monitor a code of conduct for its operations and suppliers based on the eight core conventions of the International Labor Organization and the U.N. Norms for Transnational Corporations. The same proposal from New York won 32.9 percent support at C.R. Bard, where the company acknowledged it did not have a labor code for its suppliers, and 25.4 percent at Bed Bath & Beyond. As You Sow's request that Time Warner report on its vendors' labor standards also won 26.5 percent.

Proponents withdrew 10 global labor proposals. Seven of the withdrawals were negotiated by the New York City pension funds, which usually insists on substantial concessions from companies before agreeing to withdraw. The others were negotiated by Domini at Apple Computer, where the company unveiled a comprehensive code, and by LongView at Colgate-Palmolive, where the company agreed to produce a report for shareholders on the risks of globalization.

Political Contributions
The broad-based shareholder campaign to get companies to provide information on political contributions continued into a third year. As in the past, most proponents, following a template developed by the Center for Political Accountability, a Washington think tank, asked for a listing of contributions made with corporate funds, the corporate policy on contributions, and the name of the decision-makers. Some of the proposals, for the first time, also asked for a reporting of dues paid to trade associations.

Twenty-nine of these proposals came to a vote through June; the primary filers were labor unions, religious investors, and SRI funds. With only four exceptions, all received support of 10 percent or more, and all but two earned enough support for resubmission. The top scorer--with 75.5 percent--was Green Century's proposal at Amgen, where management recommended a vote in favor. Other high votes came at Amsouth (25.2 percent), Caremark (42.1 percent), Home Depot (34.0 percent), JPMorgan Chase (28.9 percent), Marsh & McLennan (33.2 percent), Charles Schwab (28.9 percent), St. Paul Travelers (28.7 percent), Union Pacific (27.7 percent), Verizon Communications (33.4 percent), Washington Mutual (24.1 percent), and Wyeth (29 percent).

Meanwhile, Action Fund Management's request that JP Morgan Chase report on its procedures for "identifying and prioritizing legislative and regulatory public policy advocacy activities" received 27.2 percent support.

Proponents withdrew resolutions at Bristol-Myers Squibb, Coca-Cola, Eli Lilly, McDonald's, Southern, and Staples when the companies provided the requested information. The AFL-CIO also withdrew a proposal at SunTrust when the company promised not to donate funds for campaigns in favor of Social Security privatization.

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