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January 21, 2011
ICCR Publishes 2011 Proxy Resolutions Book
    by Robert Kropp

The mid-season review of shareowner resolutions filed by ICCR members includes the full text of 159 resolutions addressing environmental, social, and corporate governance issues.

In 2010, the more than 300 institutional investors that comprise the membership of the Interfaith Center on Corporate Responsibility (ICCR) filed a total of 308 shareowner resolutions with corporations in their investment portfolios, addressing issues across the environmental, social, and corporate governance (ESG) spectrum. In addition, ICCR members engaged in 345 corporate dialogues with 248 companies, and withdrew dozens of resolutions following positive engagements with corporate management.

Following a proxy season which saw record levels of shareowner support for resolutions addressing ESG issues, Laura Berry, Executive Director of ICCR, told, "Institutional investors are beginning to understand the connection between lack of transparency and investment risk. Institutional investors are changing their minds about risk."

However, Berry added, "The only real win is withdrawn resolutions, when companies look to us as a focus group for risk management."

Now, ICCR has published its 2011 Proxy Resolutions Book, an annual event which is described in the book as "a mid-season review of the 2011 social issue shareholder resolutions." ICCR describes the book as "a powerful resource for any concerned shareholder, and an indispensable tool for those involved in SRI (socially responsible investing) work."

The 2011 Proxy Resolutions Book, which was completed on January 14th, contains the complete text of 159 shareowner resolutions filed thus far in 2011 by ICCR members. The book will continue to be updated in ICCR's
EthVest database as additional resolutions are filed by the organization's members. The EthVest database contains the texts and voting outcomes of more than 2,000 resolutions filed by ICCR over more than a decade.

The resolutions included in the book are organized alphabetically by company, and includes an alphabetically arranged directory of sponsors as well. Contact information for the sponsors of resolutions is provided, allowing institutional investors to add their voices to the shareowner efforts.

Upon the publication of the book, Berry told, "We're trying to build an audience for this work. Particularly in light of the collapse of the global capital markets in 2008, we want to help regular investors and all institutional investors understand that there are deeper principles behind the shareholder activism led by ICCR and its members."

"Having access to the information in the book helps people understand that there are good choices in how they vote their own resolutions and how they encourage institutions that manage their money to behave as active and engaged shareowners," she continued.

Providing the contact information of resolution sponsors helps build support for the resolutions and increases the number of voices that companies hear from, Berry noted.

"It used to be that there were people who were actively engaged in a particular aspect of shareowner activism and engagement with corporations, such as environmental issues," she said. "The book gives shareholders who already know how to engage with corporations a resource to learn about other issues that they may not have expertise in."

As Berry noted in her earlier conversation with, shareowner resolutions represent an important tool for shareowners to pressure their companies to adequately address ESG issues. However, the true measure of success is gauged by the number of resolutions withdrawn, as withdrawal indicates successful engagement with companies on the issues.

Even this early in the 2011 proxy season, a number of resolutions listed in the book have been withdrawn, many of which address such corporate governance issues as political spending and the independence and diversity of boards of directors. In many cases, the book states, "Resolutions are withdrawn when company management and resolution sponsors reach agreements." On the other hand, some are withdrawn when the Securities and Exchange Commission (SEC) permits the exclusion of them at the company's request.

Considering the outcry among sustainable investors over the January 2009 Supreme Court decision in the Citizens United case, which effectively opened the floodgates for unrestricted political spending by corporations, it is not surprising to learn that at least 25 resolutions that address corporate political spending have been filed already by ICCR members. As many of the resolutions state, "Political spending by companies is increasingly controversial, heightened by the recent Citizens United Supreme Court decision, which allows companies to make independent expenditures in favor of or in opposition to, a candidate's election campaign."

In a resolution addressing indirect political spending by Goldman Sachs, which includes payments to politically active trade associations such as the US Chamber of Commerce,
Domini Social Investments stated, "Disclosure is consistent with sound public policy, in the best interest of the company and its shareholders, and critical for compliance with federal ethics laws. Absent a system of accountability, company assets can be used for policy objectives that may be inimical to the long-term interests of the company and its shareholders, and may pose risks to both."

"Goldman Sachs adopted a policy prohibiting the use of corporate funds for political contributions and electioneering communications," the resolution continued. "Indirect political spending, however, presents the same risks that led Goldman Sachs to adopt policies prohibiting direct political spending. In fact, these risks may be greater, because the company exercises no control over how these organizations spend its money."

"In the wake of Citizens United," Berry said, "And in the wake of some of the hoped-for regulatory rules changes going on at the SEC, we're interested in protecting some of the new regulatory frameworks such as proxy access, higher levels of board diversity, and reporting on material environmental issues."

Asked about some of the other issues that appear to be emerging as important subjects of shareowner resolutions in the 2011 proxy season, Berry said, "We are upping the ante on issues relating to water, because those issues relate to the fundamental human right to water. The notion of universal access to water is moving beyond the metrics-driven conversations that have gone on in the past."

"Another emerging issue addresses the food system," she continued. "What are labor practices in the agricultural business, how are land use issues coming into play, and where is venture capital supporting local agricultural enterprises?"

Finally, "On the domestic side, we're very concerned about attempts to move backward on the right to good healthcare in this country," Berry said. "On the global level, we're looking at pharmaceutical business models and how we can address some of the neglected diseases that show up in developing nations, which can be solved with appropriate primary care and access to medicine."

Information about obtaining ICCR's 2011 Proxy Resolutions Book can be found at


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