Whereas, corporate lobbying exposes our company to risks that could affect its stated goals, objectives, and ultimately shareholder value, and
Whereas, we rely on information provided by our company to evaluate goals and objectives, and we, therefore, have a strong interest in full disclosure of its lobbying to assess whether its lobbying is consistent with its expressed goals and in the best interests of shareholders and long-term value.
Resolved, the shareholders of UnitedHealth Group (“UNH”) request the Board authorize the preparation of a report, updated annually, disclosing:
- Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
- Payments by UNH used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
- UNH’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.
- Description of the decision making process and oversight by management and the Board for making payments described in section 2 above.
For purposes of this proposal, “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which UNH is a member.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at local, state and federal levels.
The report shall be presented to the Audit Committee or other relevant oversight committees of the Board and posted on the company’s website.
As shareholders, 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 shareholders’ best interests. Absent a system of accountability, company assets could be used for objectives contrary to UNH’s long-term interests.
According to the Center for Responsive Politics review of public records, UNH spent nearly $37 million since 1998 on direct federal lobbying. This may not include grassroots lobbying to directly influence legislation by mobilizing public support or opposition and does not include lobbying expenditures to influence legislation in states that do not require disclosure.
While UNH provides some trade association disclosure of non-deductible payments and aggregate dues, it does not disclose memberships in, or payments to, trade associations, or portions of such amounts used for lobbying. Association with controversial policy advocacy groups such as the American Legislative Exchange Council (“ALEC”) may create risk. We observe that UNH’s compensation peer group members, Aetna, Cigna, Humana and WellPoint, are not members of ALEC and in general provide more lobbying disclosure than UNH. In contrast, UNH made a $50,000 contribution to ALEC’s 2011 annual meeting.
We encourage our Board to require comprehensive disclosure related to direct, indirect and grassroots lobbying.