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Gerald W. McEntee, AFSCME: Imperial CEOs Targeted as AFSCME Employees Pension Plan Announces 2012 Shareholder Proposals

January 21, 2012

The American Federation of State, County and Municipal Employees, AFL-CIO (AFSCME) Employees Pension Plan (“the AFSCME Plan”), has filed 21 shareholder proposals designed to protect and enhance the economic value of its long-term investments. The Plan’s proposals would require greater director accountability, independent corporate board leadership, and greater transparency in the companies in which the Plan invests.

The AFSCME Plan, an institutional shareholder with more than $850 million in assets, has submitted the 21 shareholder proxy proposals for consideration at annual company meetings this spring. The Plan’s proposals are designed to increase corporate management’s accountability and transparency and better align the interests of management with those of shareowners. The changes sought through these proposals would reduce risks to the companies’ future performance and protect and improve the value of these companies’ shares.

“On Wall Street, the model of the imperial CEO who also serves as board chair has proven to be a failed experiment,” said AFSCME Pres. Gerald W. McEntee. “Our independent chair proposals are designed to make these boards un-beholden to an all-powerful CEO and chair and more accountable to their owners, the shareholders.”

The AFSCME Plan has filed proposals seeking independent board chairs, annual director elections, and reports on the risks to shareholders of corporate lobbying expenditures and aggressive corporate tax strategies.

“These 21 proposals will bring greater transparency and accountability when boards of directors fail to properly represent shareholders’ best interests. Additionally, as shareowners, we will review Say on Pay at all companies and voice disapproval for unwarranted CEO pay,” added McEntee.

Proposals have been filed at: Abbott Laboratories (ABT); Amazon (AMZN); American Express (AXP); Anadarko Petroleum (APC); AT&T (T); Bank of America (BAC); Boeing (BA); Chevron (CVX); Coca-Cola (KO); Dean Foods (DF); Emerson Electric (EMR); Goldman Sachs (GS); Janus Capital (JNS); Johnson & Johnson (JNJ); JPMorgan Chase (JPM); Kraft Foods (KFT); Lockheed Martin (LMT); Northern Trust (NTRS); Pfizer (PFE); Union Pacific (UNP); and Verizon (VZ).

Summary Attachment

Declassification:
Requiring annual elections of management increases management’s accountability to its shareholders. A proposal seeking the annual election of directors has been filed at Emerson Electric.

Independent Chair:
The role of a corporate board is to monitor management, and the person acting as chair runs the board. But if the board is led by a chair who is also the Chief Executive Officer (CEO) of the company, then the CEO effectively becomes his or her own boss. Requiring that different people fill the roles of chair and CEO avoids that fundamental conflict of interest. Proposals seeking independent chairs have been filed at American Express, Anadarko Petroleum, Dean Foods, Goldman Sachs, Janus Capital, Johnson & Johnson, JPMorgan Chase, Lockheed Martin and Northern Trust.

Lobbying Risk
Management’s unconstrained use of corporate funds to support lobbying activities that may be unrelated or deleterious to the company’s economic purposes is a risk to shareholder value. Proposals asking that companies prepare an annual report disclosing their policies and payments for direct and indirect lobbying activities have been filed at Abbott Laboratories, AT&T, Bank of America, Chevron, Coca-Cola, Kraft Foods, Pfizer, Union Pacific and Verizon.

Tax Risk
Management’s actions taken to avoid or reduce taxation of its business activities can create risks for share value, from potential significant negative effects on financial results to financial restatements. Proposals asking for a report disclosing a board’s risk assessment of the company’s actions to minimize taxes have been filed at Amazon and Boeing.

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