It is important that our company’s lobbying positions, and 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 when controversial positions are embraced. Hence, we believe full disclosure of FedEx’s policies, procedures and oversight mechanisms is warranted. 

Resolved, the stockholders of FedEx Corporation (“FedEx”) request the Board authorize the preparation of a report, updated annually, and disclosing: 

1.   Company policy and procedures governing the lobbying of legislators and regulators, including that done on our company’s behalf by trade associations. The disclosure should include both direct and indirect lobbying and grassroots lobbying communications. 

2. A listing of 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.

 3. Membership in and payments to any tax-exempt organization that writes and endorses model legislation. 

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

     a. direct and indirect lobbying contribution or expenditure; and

     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 stockholders, we encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation both directly and indirectly. We believe such disclosure is in stockholders’ best interests. Absent a system of accountability, company assets could be used for policy objectives contrary to FedEx’s long-term interests.     

FedEx spent approximately $38.7 million in 2010 and 2011 on direct federal lobbying activities, according to disclosure reports.  (US Senate Office of Public Records).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. And FedEx does not disclose its contributions to tax-exempt organizations that write and endorse model legislation, such as FedEx’s $25,000 contribution to the American Legislative Exchange Council (“ALEC”) annual meeting (http://thinkprogress.org/politics/2011/08/05/288823/alec-exposed-corporations-funding/). 

Membership and financial support of ALEC became very controversial when ALEC’s role in creating and promoting model state legislation on Arizona style immigration bills, Stand Your Ground legislation, anti-environmental legislation and restrictions on voter registration was exposed. 

Facing this controversy, companies like Coca-Cola, McDonald’s, PepsiCo, Wendy’s and Kraft Foods withdrew their involvement and funding of ALEC.

Trillium has recently withdrawn resolutions filed with Chubb Corp. (NYSE – CB), State Street Corp. (NYSE – STT) and Halliburton Company (NYSE – HAL) after the companies committed to  make improvement in their transparency and accountability in their corporate spending on political activities.

“As long-term investors, Trillium is concerned that gaps in transparency and accountability expose companies to reputational and business risks that could threaten long-term shareholder value.  Publicly available data does not provide a complete picture of a company’s political spending,” said Shelley Alpern, Vice President of Trillium Asset Management. “We applaud Chubb, Halliburton and State Street for recognizing the risks involved in political spending, and mitigating them with stronger governance processes and greater transparency,” Ms. Alpern added.

This was the first resolution related to corporate political spending that Trillium has filed with Chubb Corporation.  Chubb has agreed to disclose direct and indirect contributions made to political candidates, committees or tax exempt organizations engaging in political activities, with names of recipients and amounts contributed, listed by category.

Similar resolutions filed with Halliburton received substantial and increasing shareholder support over the past two years, garnering 30 percent of shareholder votes in 2010 and 46 percent in 2011. “Halliburton’s policies – which were fairly restrictive to begin with — will be stated more clearly as a result of our dialogue, and its disclosures will cover any payments made to independent committees and any political spending done with its payments to trade association,” Alpern commented. “The company told us that it does not make contributions to federal or state candidates, 501c-4’s or 527 committees.”

A resolution concerning corporate political spending was filed with State Street Corp. in 2011 and received 44 percent of shareholder support. State Street made a number of significant improvements to its disclosures and policies, including prohibiting its trade organizations from using its membership dues for political contributions and activities (including contributions to 527s) and agreeing to disclose its political contributions to 527s and tax-exempt organizations.

“We are delighted that State Street has taken this prudent step which is in the best interests of the company and its investors. We worked with the company for two years on questions surrounding political spending disclosure and believe this is an important development in the financial services industry,” said Jonas Kron, Vice President of Trillium Asset Management.

“With Trillium’s help, the number of companies adopting political spending disclosure has hit 100,” said Bruce F. Freed, president of the Center for Political Accountability. “It reflects growing acceptance of the need to address the heightened risks posed by political spending.”

Contact:   Shelley Alpern, Trillium Asset Management (617) 423-6655

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Trillium Asset Management, LLC is the oldest independent investment advisor devoted exclusively to sustainable and responsible investing. With over $970 million in assets under management, Trillium has been managing equity and fixed income investments for high net worth individuals, foundations, endowments, religious institutions, and other nonprofits, since 1982. A leader in shareholder advocacy and public policy work, Trillium’s goal is to deliver both impact and performance to its investors.

The letter focuses on deposit “advance” loans which banks structure like loans from payday lenders. These loans are high-cost and have a short-term balloon repayment, trapping low-wealth and low-income borrowers in a cycle of expensive and increasing debt, causing serious financial harm.

The letter can be viewed here.

A press release from the Center for Responsible Lending can be viewed here.

“Citizens United allows corporations to use their enormous wealth to drown out the voices of the American people, and it allows them to do so anonymously”, Mr. Patsky said in his testimony.  “The lack of transparency and oversight in corporate political activity encourages behavior that puts corporations and its shareholders at risk”, he continued.

Matt’s testimony can be read here.

The proposed open pit mine would be located at the headwaters of the Bristol Bay watershed, which produces 50 percent of the world’s commercial supply of wild sockeye salmon.

“Opposition to the Pebble mine project has translated into a barrage of legal, political and regulatory hurdles over the last year,” said Jonas Kron, an analyst with Trillium Asset Management, who reviewed the report. “After scrutinizing the project details, we believe there are significant risks that must be considered,” he added.

In 2011, Trillium organized a group of shareholders representing $170 billion of assets under management to publicly issue a joint statement calling for the Environmental Protection Agency to protect this vitally important national resource.

To read the investment advisory, click here.

The companies had sought to block shareholders from voting on the proposals by arguing, among other things, that network neutrality was not a “significant public policy issue.”

The SEC rejected that argument in view of “the sustained public debate over the last several years concerning net neutrality and the Internet and the increasing recognition that the issue raises significant policy considerations.”  Shareholder proposals regarding net neutrality had been successfully blocked in three prior years.

“Wireless networks in many ways represent the future of the Internet and the digital economy – which is why it’s so important that these principles be considered by the companies and their investors” said Farnum Brown, Chief Investment Strategist for Trillium Asset Management.

To read the press release and the SEC’s letter, click here.

Contacts:
Lisa MacKinnon, Trillium Asset Management (617) 423-6655
Katie Cheney, First Peoples Worldwide (540) 899-6545

February 1, 2012 — First Peoples Worldwide (FPW), a global indigenous nonprofit dedicated to strengthening Indigenous Peoples, today announced a new partnership with Trillium Asset Management.  Under the terms of the partnership, Trillium is undertaking custom research and shareholder advocacy focused on how corporate policies and programs can better protect and enhance Indigenous Peoples’ rights.

Founded in 1997 by widely acclaimed advocate Rebecca Adamson, FPW supports projects that preserve biodiversity, identify contemporary applications for traditional knowledge, mitigate the impact of climate change, and advocate free prior informed consent.

Adamson, a Cherokee, has developed creative, mutually beneficial economic models since 1970 and was just interviewed for the 2013 PBS series entitled “Women Who Make America.” Her work includes creating the first microloan fund in the United States, the first tribal investment model, a national movement for reservation land reform, and legislation that established new standards of accountability regarding federal trust responsibility for Native Americans.

First Peoples’ new small grants fund, Keepers of the Earth, makes grants directly to communities in ways that ensure capital is engaged to reflect cultural values.  It is an effective platform for donors who want 100 percent of their monies directed to some of the most remote grassroots communities in the world. FPW is the only organization worldwide that distributes global grants using the collaborative intelligence of indigenous wisdom to address contemporary challenges in areas of wealth, environment and cultural preservation.

In keeping with Rebecca’s ongoing focus on innovation, she looked to Trillium to help build a new partnership to promote Indigenous voices in the corporate boardroom.

Trillium is the oldest independent investment firm focused exclusively on Sustainable and Responsible Investing. Under this partnership, Trillium is leveraging its expertise in corporate responsibility research and advocacy as well as its deep ties within the sustainable investing community. This collaboration culminates in a FPW publication called “Corporate Engagement Strategies: Indigenous Partnerships for Best Practice Solutions.”

As part of this publication, Trillium is providing FPW with regular research updates examining best practices in corporate America and reviewing new developments in legal cases and local and national legislation.

Trillium is also helping FPW engage in broader policy discussions around corporate responsibility.  For example, Trillium helped FPW provide formal input into the Global Reporting Initiative (GRI) Guidelines’ next generation framework. A recent letter signed by Rebecca Adamson, and supported by Trillium, makes the case that the current GRI reporting guidelines can be significantly improved by developing indicators that more explicitly address the reporting organizations’ impact on Indigenous communities and how well companies are equipped to anticipate, forestall and mitigate negative impacts.

According to CEO Matt Patsky, “We believe Trillium Asset Management is uniquely positioned to work with First Peoples in developing cutting edge research and advocacy on Indigenous peoples’ issues. We have been integrating these issues into our investment process since our founding in 1982.”

Rebecca Adamson said of the partnership, “Our partnership with Trillium signifies one of the first genuine platforms for Indigenous grassroots voices to be heard by corporate America. Trillium’s deep understanding of research and advocacy related to corporate sustainability policies is a powerful springboard that drives grassroots voices into the boardroom.”

This partnership illustrates well Trillium’s ability to provide custom research and advocacy services on behalf of other groups of investors.  Trillium believes there may be a strong demand for such a service from a variety of investor groups.

This partnership is a natural extension of the work Trillium has undertaken for some time to address Indigenous peoples’ rights. Trillium was one of the first investment companies to explicitly reference Native American and Indigenous peoples’ rights as a specific area of focus in its sustainable investment criteria. Trillium also addresses these issues through dialogue and shareholder proposals with some of the largest companies in America.

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First Peoples Worldwide is a global development nonprofit based in Fredericksburg, VA with expertise in indigenous management principles and solutions for best practice in corporate strategies. The FPW flagship fund Keepers of the Earth links donors directly with communities all over the world by making small grants in ways that successfully apply indigenous intelligence and support economically effective platforms for positive change.

Trillium Asset Management, LLC is the oldest independent investment advisor devoted exclusively to sustainable and responsible investing. With over $950 million in assets under management, Trillium has been managing equity and fixed income investments for high net worth individuals, foundations, endowments, religious institutions, and other non-profits since 1982. A leader in shareholder advocacy and public policy work, Trillium’s goal is to deliver both impact and performance to its investors.

Read more here

Political spending and corporate money in politics is a highly contentious issue, made more prominent in light of the 2010 Citizens United Supreme Court case that affirmed companies’ rights to make unlimited political expenditures to independent groups. In the 2012 election year, we expect even more media and public attention to corporate spending to influence elections. Experts predict that an unprecedented amount of money will be spent in the 2012 election season.

Recent polls highlight the public’s disapproval. In a June 2010 Harris poll, 85% of voters said that corporations “have too much influence over the political system today….” In February 2010, an ABC News/Washington Post poll found that 80% opposed Citizens United, noting, “the bipartisan nature of these views is striking in these largely partisan times.”

Corporate political contributions can backfire on a corporation’s reputation and bottom line. In 2010, Target and Valero received unwanted attention, consumer boycotts, and protests for their support of controversial candidates and ballot measures. In a Harris Poll released in October 2010, a sizable portion (46)% of respondents indicated that if there were option, they would shop elsewhere if they learned that a business they patronized had contributed to a candidate or a cause that they oppose.

According to the Institute for Money in State Politics, Bank of America’s political spending on the state and federal levels totaled over $2.1 million in 2007-2008. However, this figure does not include payments to trade associations or other tax-exempt organizations that may channel corporate money to political ends.

Many trade associations that receive corporate contributions spend vast sums in electoral politics; these payments are not required to be disclosed. For example, the U.S. Chamber of Commerce pledged to spend between $50 and $75 million in the 2010 election season, and announced that it would work to unseat any member of Congress who voted for healthcare reform.  According to Public Citizen, only 32% of groups broadcasting electioneering communications in the 2010 primary season revealed the identities of donors in their Federal Election Commission filings, down from nearly 100 percent in the 2004 and 2006 cycles.

Increasingly, companies such as IBM, Colgate Palmolive, Wells Fargo and others are adopting policies prohibiting spending of political funds directly or indirectly to influence elections.

Given the risks and potential negative impact on shareholder value, the proponents believe Bank of America should adopt a policy to refrain from using treasury funds in the political process.

RESOLVED:

The shareholders request that the board of directors adopt a policy prohibiting the use of corporate funds for any political election or campaign.

SUPPORTING STATEMENT:

We believe this policy should include any direct or indirect contribution that is intended to influence the outcome of an election or referendum. It should also prohibit the use of trade associations or non-profit corporations from channeling our company’s contributions or membership dues to influence the outcome of any election or referendum.

Hydraulic fracturing in natural gas drilling has become highly controversial.  The resolution proponents are concerned about regulatory, legal, reputational and financial risks associated with the environmental, health, and social impacts of fracturing operations.

Concern about water sources, toxic chemicals and wastewater has led to new regulations in several states and proposed federal legislation. Explosions, contamination incidents, and millions of dollars in fines demonstrate that things can and do go wrong.  For example, in Pennsylvania, officials have cited energy companies for 2,500+ violations associated with fracturing practices and collected $25.7 million in fines since 2008.

More than 250 health care professionals and medical societies warned New York Governor Cuomo that the state failed to analyze public health impacts of hydraulic fracturing in its rush to approve permits for drilling. They cited evidence in Texas, Wyoming, Louisiana, North Dakota and Pennsylvania that found worsening health metrics among neighbors of gas wells and related infrastructure. The onset of symptoms and drilling frequently coincided.

Negative local impacts are straining community resources and generating opposition to fracturing operations.  According to the investor research and advisory firm MSCI, “the expansion of oil gas activities into areas previously untouched by the industry will continue to face fierce opposition …unless companies adequately manage environmental impacts and community health concerns through communication and adoption of best environmental practice.” 

In this climate, companies risk increased regulatory and legal risks or bans on fracturing operations outright.  Pittsburgh banned natural gas drilling within city limits. New York State and Maryland imposed moratoriums. France completely banned the practice.

Resolved: Shareholders request that the Board of Directors prepare a report to investors by September 2012, at reasonable cost and excluding confidential or legally prejudicial data, on the short-term and long-term risks to the company’s operations, finances and gas exploration associated with community concerns, known regulatory impacts, moratoriums, and public opposition to hydraulic fracturing and related natural gas development.

Supporting statement: Such report should, at a minimum, summarize for the prior two fiscal years, with regard to hydraulic fracturing and related infrastructure:

• Any substantial community opposition to the company’s maintenance or expansion of particular operations, such as permitting and drilling;
• Government enforcement actions, including allegations of violations;  
• Total aggregate government fines on an annual basis; 

The value of Coca-Cola’s brand is based on consumer trust. Coca-Cola’s canned beverages use linings containing Bisphenol A (BPA), a potentially hazardous chemical.

BPA can leach out of the epoxy lining of canned foods and beverages resulting in human exposures.  BPA can mimic estrogen in the body; a number of animal studies link BPA, even at very low doses, to potential changes in brain structure, immune system, male and female reproductive systems, and to tissue associated with increased rates of breast cancer. Experts are particularly concerned about exposure to BPA by the very young and pregnant women.

A study published in the Journal of the American Medical Association associated BPA with increased risk for human heart disease and diabetes. The US Food and Drug Administration has expressed concern about the potential effects of BPA on the brain, behavior, and prostate gland in fetuses, infants, and young children, and supports additional research.

The proponents believe that Coca-Cola has misrepresented the scientific consensus. For example, its Bisphenol A Assessment (11/11) claims “current levels of exposure to Bisphenol A (BPA) through beverage packaging pose no health risk to the general population, including children.” Yet, ten US states and several local governments have banned BPA in children’s reusable food and beverage containers. The European Union, China and Malaysia instituted bans on BPA in baby bottles in 2011. Canada added BPA to its list of toxic substances in 2010. Japan took BPA out of can linings in the 1990’s.

Proponents believe the use of BPA poses regulatory, reputational and legal risk. More than 20 states and multiple federal bills have introduced legislation to ban or limit the use of BPA.  Coca-Cola has received considerable media coverage over its use of BPA. Health organizations including the Breast Cancer Fund have conducted high profile consumer campaigns targeting food companies over their use of BPA in their can linings. Class action lawsuits against other companies contend that manufacturers and retailers failed to adequately disclose BPA’s risks.

Companies, including Hain Celestial, ConAgra, and H.J. Heinz use BPA-free can linings for certain products, and have timelines to transition to BPA-free packaging across all products.  Nestle and Kroger also publicly stated they will remove BPA from their products. General Mills and Campbell’s have publicly stated that they are conducting hundreds of tests looking for alternatives to BPA can linings.

RESOLVED:  Shareholders request the Board of Directors to publish a report by September 1, 2012, at reasonable cost and excluding confidential information, updating investors on how the company is responding to the public policy challenges associated with BPA, including summarizing what the company is doing to maintain its position of leadership and public trust on this issue, its role in adopting or encouraging development of alternatives to BPA in can linings, and any material risks to the company’s market share or reputation in staying the course with continued use of BPA.

 1.    Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

 2.    Monetary and non-monetary contributions and expenditures (direct and indirect) used to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referenda. The report shall include:

 a.     An accounting through an itemized report that includes the identity of the recipient as well as the amount paid to each recipient of the Company’s funds that are used for political contributions or expenditures as described above; and

 b.    The title(s) of the person(s) in the Company responsible for the decision(s) to make the political contributions or expenditures.

      The report shall be presented to the board of directors or relevant oversight committee and posted on the company’s website.

Stockholder Supporting Statement

            As long-term shareholders of Chubb Corp., we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect political contributions to candidates, political parties, or political organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.

            Disclosure is consistent with public policy, in the best interest of the company and its shareholders, and critical for compliance with federal ethics laws. Moreover, the Supreme Court’s Citizens United decision recognized the importance of political spending disclosure for shareholders when it said “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.

            Chubb Corp. contributed at least $415,000 in corporate funds since the 2002 election cycle. (CQ:  http://moneyline.cq.com/pml/home.do and National Institute on Money in State Politics: http://www.followthemoney.org/index.phtml.) 

            However, relying on publicly available data does not provide a complete picture of the Company’s political spending. For example, the Company’s payments to trade associations used for political activities are undisclosed and unknown. In some cases, even management does not know how trade associations use their company’s money politically. The proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax exempt organizations used for political purposes. This would bring our Company in line with a growing number of leading companies, including Merck, MetLife and Microsoft that support political disclosure and accountability and present this information on their websites.

            The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.

 1.    Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

 2.    Monetary and non-monetary contributions and expenditures (direct and indirect) used to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referenda. The report shall include:

 a.     An accounting through an itemized report that includes the identity of the recipient as well as the amount paid to each recipient of the Company’s funds that are used for political contributions or expenditures as described above; and

 b.    The title(s) of the person(s) in the Company responsible for the decision(s) to make the political contributions or expenditures.

The report shall be presented to the board of directors or relevant board oversight committee and posted on the Company’s website.

Stockholder Supporting Statement

            As long-term shareholders of Halliburton, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect political contributions to candidates, political parties, or political organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.

            Disclosure is consistent with public policy, in the best interest of the company and its shareholders, and critical for compliance with federal ethics laws. Moreover, the Supreme Court’s Citizens United decision recognized the importance of political spending disclosure for shareholders when it said “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.

            Relying on publicly available data does not provide a complete picture of the Company’s political spending. For example, the Company’s payments to trade associations used for political activities are undisclosed and unknown. In some cases, even management does not know how trade associations use their company’s money politically. The proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax exempt organizations used for political purposes. This would bring our Company in line with a growing number of leading companies, including Prudential, US Bancorp and Wells Fargo that support political disclosure and accountability and present this information on their websites.

            The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets.

            In 2011, this proposal received support from more than 46% of shares voted. We urge you to vote  For this critical governance reform.

 1.    Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

 2.    Monetary and non-monetary contributions and expenditures (direct and indirect) used to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referenda. The report shall include:

 a.     An accounting through an itemized report that includes the identity of the recipient as well as the amount paid to each recipient of the Company’s funds that are used for political contributions or expenditures as described above; and

 b.    The title(s) of the person(s) in the Company responsible for the decision(s) to make the political contributions or expenditures.

The report shall be presented to the board of directors or relevant board oversight committee and posted on the Company’s website.

Stockholder Supporting Statement

            As long-term shareholders of CenturyLink, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect political contributions to candidates, political parties, or political organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.

            Disclosure is consistent with public policy, in the best interest of the company and its shareholders, and critical for compliance with federal ethics laws. Moreover, the Supreme Court’s Citizens United decision recognized the importance of political spending disclosure for shareholders when it said “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.

            CenturyLink contributed at least $1.3 million in corporate funds since the 2006 election cycle. (CQ:  http://moneyline.cq.com/pml/home.do and National Institute on Money in State Politics: http://www.followthemoney.org/index.phtml.) 

            However, relying on publicly available data does not provide a complete picture of the Company’s political spending. For example, the Company’s payments to trade associations used for political activities are undisclosed and unknown. In some cases, even management does not know how trade associations use their company’s money politically. The proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax exempt organizations used for political purposes. This would bring our Company in line with a growing number of leading companies, including Exelon, Merck and Microsoft that support political disclosure and accountability and present this information on their websites.

            The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.

Over the past decade, there has been growing scientific, regulatory, and public concern about the exposures of pregnant women, infants, and children to various chemicals of concern. These include, for example, halogenated flame retardants, polyvinyl chloride, phthalates, cadmium, and Bisphenol A.

A study of children’s car seats in August 2011 described hazardous flame retardants and chemical additives in over half of the car seats tested. Child car seats produced by Newell Rubbermaid subsidiary Graco, the Snugride 35 in Edgemont Red/Black and SnugRide 30 in Asprey, were among the most toxic seats tested.

A second study, published in Environmental Science and Technology examined 101 samples of polyurethane foam samples from a variety of baby products and found 80% contained either a chlorinated or brominated flame retardant.[1] The products, whose purchase dates ranged from 2000 to 2010, included car seats, changing table pads, portable mattresses, and 13 other categories of products.

In the United States, the Consumer Product Safety Improvement Act (CPSIA) addresses a handful of chemicals of concern in toys. Individual states are also beginning to address children’s products. For example, Maine and Washington adopted legislation in 2008 that, among other provisions, requires companies to submit data to the state on toxic chemicals in children’s products.[2]

These and other laws in the US and especially in the European Union are motivated in part by growing recognition that exposures of children to toxic chemicals are especially concerning because many of their bodily systems and organs are undergoing rapid growth and development and they can be exposed to toxic chemicals through frequent hand to mouth activity. For example, Dr. Linda Birnbaum, who directs the National Institute of Environmental Health Sciences at NIH, has commented, “with regard to flame retardants, I am concerned about not only cancer, but the developing brain and reproductive and neurological effects as well.”

RESOLVED: The shareholders urge the Board of Directors to issue a report to shareholders, at reasonable cost and excluding proprietary and confidential information, within six months, evaluating the company’s policy options for phasing-in safer alternatives to halogenated flame retardants.

Supporting Statement:
Shareholders believe the report should include a characterization of the product categories for which these chemicals of concern occur in company products, and potential policies and practices to deploy safer alternatives to these chemicals.

We believe that the increasing attention being paid by policy makers, investors, and consumers to the presence of potentially harmful chemicals in products necessitates adopting safer alternatives as they become available. Safer alternatives policies have been adopted by many consumer product manufacturers such as SC Johnson and Nike. Companies have adopted such practices to build public trust, protect brand reputation, and anticipate prospective regulation.

[2] These and other regulatory developments are summarized in Monica Becker, Sally Edwards, Rachel I. Massey. Toxic Chemicals in Toys and Children’s Products: Limitations of Current Responses and Recommendations for Government and Industry. Environmental Science & Technology, 2010; 44 (21): 7986 DOI: 10.1021/es1009407

The value of Panera Bread Company’s brand is based in part on customer trust. We believe that if the company’s cash register thermal receipt paper contain bisphenol A (BPA), a potentially hazardous chemical, that trust could be put at risk.

The U.S. Environmental Protection Agency (EPA) has stated “Some receipts made of thermal paper may now contain as much as 10 mg. of BPA, which could pose a risk for human exposure, as well as account for substantial environmental releases of BPA.” http://www.epa.gov/dfe/pubs/projects/bpa/index.htm

BPA reportedly mimics estrogen in the body; a number of animal studies link BPA, even at very low doses, to potential changes in brain structure, immune system, male and female reproductive systems, and to tissue associated with increased rates of breast cancer. Experts are particularly concerned about exposure to BPA by the very young and pregnant women.

• A scientific study published July 11, 2011 found that BPA transfers readily from receipts to skin and can penetrate the skin to such a depth that it cannot be washed off. http://www.springerlink.com/content/d5j507113141120h/
• In a 2008 Journal of Toxicology and Environmental Health report, BPA was shown to penetrate skin in laboratory studies. http://www.tandfonline.com/doi/abs/10.1080/15287390801906824#preview
• A study published in the Journal of the American Medical Association associated BPA with increased risk for human heart disease and diabetes. http://jama.ama-assn.org/content/300/11/1303.full
• The US Food and Drug Administration has expressed concern about the potential effects of BPA on the brain, behavior, and prostate gland in fetuses, infants, and young children, and supports additional research. http://www.fda.gov/newsevents/publichealthfocus/ucm064437.htm

Proponents believe the use of BPA may also pose regulatory risk. The Connecticut legislature passed the first state law barring the manufacture, distribution or sale of thermal receipt paper containing BPA. More than 20 states and multiple federal bills have introduced legislation to ban or limit the use of BPA in food and beverage containers.

Currently, the EPA is engaged in an alternatives assessment for BPA in thermal receipt paper with the goal of helping to reduce environmental releases of and subsequent exposures to BPA.

Companies, including Yum! Brands, Whole Foods and Chipotle reportedly use BPA-free thermal receipt paper. And a 2010 report by the Environmental Working Group found Bank of America, Target and Starbucks were using BPA-free thermal receipt paper

RESOLVED: Shareholders request the Board of Directors publish a report by September 1, 2012, at reasonable cost and excluding confidential and proprietary information, on how the company is responding to the public policy challenges associated with BPA.

Supporting statement: We believe the report should include a summary of what the company is doing to maintain public trust on this issue, its role in adopting or encouraging development of safer alternatives to BPA in thermal receipt paper, and any risks to the company’s reputation created by the continued use of thermal receipt paper containing BPA.

 1.    Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

 2.    Monetary and non-monetary contributions and expenditures (direct and indirect) used to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referenda. The report shall include:

 a.     An accounting through an itemized report that includes the identity of the recipient as well as the amount paid to each recipient of the Company’s funds that are used for political contributions or expenditures as described above; and

 b.    The title(s) of the person(s) in the Company responsible for the decision(s) to make the political contributions or expenditures.

The report shall be presented to the board of directors’ audit committee or other relevant oversight committee and posted on the Company’s website.

Stockholder Supporting Statement

As long-term shareholders of Ford Motor, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect political contributions to candidates, political parties, or political organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.

Disclosure is consistent with public policy, in the best interest of the company and its shareholders, and critical for compliance with federal ethics laws. Moreover, the Supreme Court’s Citizens United decision recognized the importance of political spending disclosure for shareholders when it said “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.  

Ford Motor contributed at least $1.9 million in corporate funds since the 2002 election cycle. (CQ:  http://moneyline.cq.com/pml/home.do and National Institute on Money in State Politics: http://www.followthemoney.org/index.phtml.) 

However, relying on publicly available data does not provide a complete picture of the Company’s political expenditures. For example, the Company’s payments to trade associations used for political activities are undisclosed and unknown. In many cases, even management does not know how trade associations use their company’s money politically. The proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax exempt organizations for political purposes. This would bring our Company in line with a growing number of leading companies, including Merck, Microsoft and Prudential that have adopted disclosure and accountability of their political spending.

The Company’s Board and its shareholders need complete disclosure to be able to fully evaluate the political use of corporate assets. Thus, we urge your support for this critical governance reform.

1. Company policy and procedures governing the lobbying of legislators and regulators, including that done on the Company’s behalf by trade organizations. The disclosure should include both direct and indirect lobbying and grassroots lobbying communications.

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

3. Membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of the decision making process and oversight by the management and the Board for (a) direct and indirect lobbying contribution or expenditure; and (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 or other relevant oversight committee of the Board and posted on the Company’s website.

Supporting Statement

Under the U.S. Supreme Court’s decision in Citizens United v. Federal Election Commission, corporations are considered persons having the right to express opinions on public policy issues. However, corporations can exert significantly greater influence than single individuals or groups and may promote interests unknown and contrary to the interests of their own shareholders.

For example, many companies in the health care industry have told their shareholders they are in basic support of the federal health reform law known as the Affordable Care Act, albeit with a desire for necessary changes. However, many of these corporations are members of groups such as the U.S. Chamber of Commerce, the American Legislative Exchange Council (“ALEC”) and other organizations which are actively working to eliminate the Affordable Care Act.

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. Questionable lobbying activity may pose risks to our Company’s reputation when controversial positions are embraced. Hence, we believe full disclosure of UNH’s policies, procedures and oversight mechanisms is warranted.

UNH has spent nearly $23 million from 2008 through Q1 2011 on direct federal lobbying activities, according to public records. These figures may not include its 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 and UNH does not disclose contributions to tax-exempt organizations that write and endorse model legislation, such as a $50,000 contribution to ALEC’s 2011 annual meeting (http://thinkprogress.org/politics/2011/08/05/288823/alec-exposed-corporations-funding/).

The open (non-discriminatory) architecture of the Internet is critical to the prosperity of our economy and society. Non-discrimination principles are commonly referred to as “network neutrality” and seek to ensure equal access and non-discriminatory treatment for all content. 

As President Obama and Federal Communication Commission Chairman Genachowski have pointed out, an open Internet plays a pivotal role in solving critical national problems such as healthcare, education, energy, and public safety and is necessary “to preserve the freedom and openness that have allowed the Internet to become a transformative and powerful platform for speech and expression.”

Network neutrality rules are also needed to “facilitate the growth of the Internet and give private companies the correct incentives to continue investing in this significantly valuable good,” according to a January 2010 report by the Institute for Policy Integrity at New York University. This report and others find that an open Internet accounts for billions of dollars of value for the economy.

We believe this economic and social value is an important factor in the growth of our economy and widely diversified investment portfolios. 

Open Internet policies on wireless networks (the fastest growing segment of the Internet) 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. In 2010, the report found, 33% of whites accessed the Internet on cell phones compared to 51% of Latinos and 46% of African-Americans; 30% of whites sent or received e-mail on cell phones compared to 47% of Latinos and 41% of African-Americans.

In 2011 Pew reported “Smartphone owners under the age of 30, non-white smartphone users, and smartphone owners with relatively low income and education levels are particularly likely to say that they mostly go online using their phones.” It found that almost a third of the “mostly cell” users lack any traditional broadband Internet access. The author of the report concluded, “For businesses, government agencies and nonprofits who want to engage with certain communities, they will find them in front of a four-inch screen, not in front of a big computer in their den.”

According to Colorofchange.org, an organization representing African-Americans, “The digital freedoms at stake are a 21^st century civil rights issue.”

For all these reasons, we believe network neutrality on wireless networks is needed to protect open access to the Internet by millions of Americans.

Resolved, shareholders request the company publicly commit (while not conceding or forfeiting any issue in litigation related to network neutrality) to operate voluntarily its wireless broadband network consistent with network neutrality principles – i.e., operate a neutral network with neutral routing along the company’s wireless infrastructure such that the company does not privilege, degrade or prioritize any packet transmitted over its wireless infrastructure based on its source, ownership or destination.