Lobbying exposes Wells Fargo & Company (“WFC”) to risks that could affect its goals, objectives, and ultimately shareholder value, and
We rely on information provided by WFC to evaluate goals and objectives, and 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, shareholders request the preparation of a report, updated annually, disclosing:
1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
2. Payments by WFC used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
3. WFC’s 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 management and the Board for making payments described in sections 2 and 3 above.
For purposes of this proposal, “grassroots lobbying communication” is 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 WFC is a member. Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. The report should be presented to the Audit Committee or other relevant Board committees and posted on WFC’s website.
As shareholders, we encourage transparency and accountability in the use of corporate funds to influence legislation and regulation both directly and indirectly. Absent a system of accountability, company assets could be used for objectives contrary to WFC’s long-term interests.
WFC spent $12.5 million in 2014 and 2015 on direct federal lobbying activities (Senate and House Reports). These figures do not include lobbying expenditures to influence legislation in states, where WFC also lobbies but disclosure is uneven or absent. WFC has drawn attention for its lobbying (“Wells Fargo: No. 4 in assets, No. 1 in lobbying,” Charlotte Observer, May 8, 2015).
WFC does not disclose its payments to trade associations, but Fifth Third, Genworth and Prudential do. Wells Fargo does not disclose its trade association payments that are used for lobbying, but Capitol One, Fifth Third, Genworth, KeyCorp, Metlife, Prudential and USBancorp do. And WFC does not disclose membership in or payments to tax-exempt organizations that write and endorse model legislation, such as its $5,000 contribution to the 2013 annual meeting of the American Legislative Exchange Council.
The International Corporate Governance Network, representing institutional investors with more than $18 trillion in assets, supports lobbying disclosure as best practice, and supports disclosure of any amounts over $10,000, including trade association payments.