“As of now, we believe all of our members and their families are safe. We are grateful that none have lost their lives. Our members in Oklahoma City, Muskogee and other communities are among those responding to the tragedy. AFSCME members who work at the Lake Draper Water Plant are working to restore the plant, which was put completely out of commission by the tornado. Other members in the region are delivering water, food and generators to those in need. We are inspired by their service during this terrible crisis.

“Several AFSCME members in Oklahoma have lost their homes. Others have sustained significant damage to their houses and property. In the days ahead, we will do all that we can to be of help to them. The AFSCME Fallen Heroes Fund will be providing financial support and assistance. We will let members around the country know how best they can contribute to help those who have suffered as a result of this devastating disaster.”

“The proposal may not have passed today but concerned shareholders expressed their desire for a company that is run by a board that holds management accountable,” said AFSCME President Lee Saunders, who also serves as the chair of the Pension Committee of the AFSCME Employees Pension Plan. “The effort doesn’t end today. There is still a clear conflict of interest when a company’s board of directors, which is responsible for overseeing the company’s CEO, is chaired by the CEO.”

“Shareowners will hold JPMorgan’s board to its word and expect to see change that will strengthen its risk oversight,” said NYC Comptroller John C. Liu, who is investment advisor, custodian, and trustee of the New York City Pension Funds.  “Today’s votes serve notice that the recent string of oversight failures, including the $6 Billion London Whale loss, require a change to the boardroom status quo.  We will continue to call for an independent board chair as a check against excessive executive power that protects and creates long-term value.”

Connecticut Treasurer Denise L. Nappier said, “Although the vote on our resolution did not prevail, we continue to share a common interest with the Board in solid, sustainable performance, and look forward to renewed dialogue with Board leadership on what constitutes ‘best in class’ in the governance of our company.  The Connecticut Retirement Plans and Trust Funds and many other shareholders realize that highly integrated companies such as JPMorgan Chase, in order to ensure long-term value, should be managed by a CEO overseeing the business, and an independent chairman leading the board in its oversight and evaluation of the CEO’s performance.  Independent Board leadership is an important governance variable to ensure that the company looks beyond today’s profits to future growth and success.”

Leon Kamhi, Executive Director of Hermes Equity Ownership Services, said “Today’s vote is an important step in our engagement with JPMorgan Chase and an endorsement of our ongoing effort to reform its board.  We look forward to continuing to work constructively with the board to implement appropriate improvements to its structure and composition.”

Law enforcement officers work hard to keeping our families and communities safe. AFSCME has been representing law enforcement officers since March 5, 1945, when the New Haven Police Union Local 530 was chartered. Today we represent more than 100,000 public safety personnel and we are proud of the difficult work they do, often under dangerous conditions, walking their beats and patrolling our communities.

In December of last year, members of the Newtown Police Department who are also members of AFSCME responded to the tragedy at Sandy Hook Elementary School – they belong to Local 3153, Council 15. Our AFSCME Council 4 represents Newtown school nurses (Local 1303-215), public works employees (Local 1303-200), town police dispatchers (Local 1303-136) and state police dispatchers (Local 562) who played important roles in the response effort.

In the weeks after the mass shooting, AFSCME stood by our sisters and brothers in Newtown, many of whom were traumatized by the experience of walking into a crime scene with 26 fatal gunshot victims, most of whom were children. We advocated for, and won a short time later, a charitable fund to help these affected officers, and we’re still fighting on their behalf for full workers’ compensation coverage.

Law enforcement personnel deserve to be recognized for their service and sacrifice. We join them in paying tribute to those who have lost their lives in the line of duty, and we thank them as well for risking all every day to keep us safe. Our Law Enforcement Advisory Board will be attending the 25th Annual Candlelight Vigil, which is among other activities this week that include the National Police Week 5K and the 32nd Annual National Peace Officers’ Memorial Service.

AFSCME is proud to support the National Law Enforcement Memorial and Museum Foundation in recognition of the ultimate sacrifice many law enforcement officers have made.

“During National Correctional Officers’ and Employees’ Week, we remember the extraordinary services provided to us by our sisters and brothers in AFSCME Corrections United – all 85,000 of them.

“ACU members are the men and women who work in both maximum- and minimum-security facilities, state prisons and county jails. Just like they watch our backs, we must stand with them – because right-wing politicians continue to use them as scapegoats, cutting staffing, threatening their wages and benefits, refusing to provide needed safety equipment and  attempting to privatize prisons to benefit the corporations that put them in office in the first place.

“Nationwide, private prisons undermine public safety, pose a threat to the lives of inmates, and are bad for the economy and community safety. Private facilities put profits before safe streets by hiring at rates barely above minimum wage, skimping on employee training, and eliminating staff positions and equipment critical to preventing escapes and violence in the facilities.

“Across this country, AFSCME is fighting to keep public safety where it belongs – in the hands of professional and highly trained, dedicated public corrections officers. In Texas we’re driving efforts to shut down the Dawson State Jail, where several preventable deaths have taken place. In Ohio, we’re calling for the shutdown of the Lake Erie Correctional Institution, where conditions have rapidly deteriorated since it was sold to a private company in 2011. And we’re calling attention to the failings of for-profit prisons across the country.

“We will always honor the sacrifices corrections employees make on our behalf by standing with them in their struggle, which is also ours. We’ll continue to oppose prison privatization and support our members’ calls for safety and dignity on the job, not only to ensure public safety, but also because it’s the right thing to do by our communities and our members.”

“Sadly, as we observe this day, we are reminded of its urgent relevance as we mourn the death last week of Lee Rizor, a 27-year-old highway technician with the Ohio Department of Transportation and a member of OCSEA/AFSCME Local 11 Delaware Chapter 2100. Rizor, a married father of two, was operating a backhoe along Interstate 71 in Delaware County, Ohio when a tractor trailer struck his vehicle.

“Earlier this month, the explosion in West, Texas, at a fertilizer plant underscored the potential for danger in many industries. The accident killed 15 people – most of them first-responders. It appears the plant owners did not inform federal regulators that large amounts of ammonium nitrate, a caustic explosive, were being stored there. This tells us once again that in the race for profits, many businesses cut corners and take chances.

“As public service workers, AFSCME members are exposed to many serious hazards including traffic, chemicals in the workplace, back injuries, workplace violence, infectious diseases and a variety of other risks that kill, injure, sicken and maim hundreds of our brothers and sisters every year.  Our union fought hard to make the promise of the Occupational Safety and Health Act a reality, winning protections that made jobs safer, saved lives and prevented millions of workplace injuries and illnesses.

“Workers have a right to go to work in the morning and return to their homes just as they left. Their families should have the assurance of knowing that employers are living up to their responsibilities to safeguard workplaces. This Workers Memorial Day, we must all recommit not only to doing all we can to keep workplaces safe, but also to standing up together for good jobs that are safe and healthy.” 

11 million aspiring U.S. citizens live and work in the shadows of our society. They are exploited by unscrupulous employers and denied the right to a voice on the job. They work in an underground economy that harms all of us by driving wages down for all workers. It makes it harder for reputable employers to compete. The families of these workers live in a constant state of uncertainty and fear. That is not right. It is not the American way.

The bill introduced today will provide a pathway to citizenship for immigrants, provide new worker protections, boost the nation’s overall economic health and strengthen our borders.

While we will work to improve the bill during the legislative process, it moves us in the right direction. We salute President Obama’s leadership and the bipartisan group of senators who have paved the way for comprehensive immigration reform.

We need to come together for these aspiring citizens. They are our neighbors. AFSCME members work with them and their family members every day – in schools, in hospitals and around our communities. With our voices, a new generation of American workers will enter the mainstream of American life. The time is now for Congress to pass comprehensive immigration reform.

“Unfortunately, these proposed cuts would make things worse. Had the chained CPI been in effect during the last 20 years, today’s 85 year old senior receiving a $15,000 benefit would instead receive less than $14,000. And the Medicare means-testing plan would shift more costs to middle-class beneficiaries. The solution to our fiscal challenges should not be to place more burdens on an already squeezed middle class. It should be focused on asking more from those who can afford it: corporations and the wealthy.

“We call on Congress to reject the beneficiary cuts in Social Security and Medicare, but also to adopt the better ideas in the President’s budget, including cancellation of the sequester cuts for the current year, investments in infrastructure and reducing overpayments by Medicare for prescription drugs.”

“Thomas E. Perez’s experience and his deep respect for working men and women make him an excellent choice for Secretary of Labor. With so much at stake, we urge his swift confirmation.”

“Ryan’s budget sells out the middle class in order to give new freebies to big corporations and the super-rich. Vouchering Medicare, cutting Medicaid for the most vulnerable, and increasing Medicare costs for beneficiaries will not move our economy forward. In fact, independent analysis predicts it will chop 2 million jobs by 2014. Cutting education, slashing health care and disrupting child nutrition and other vital programs while not closing one single tax loophole is a lopsided approach that would spell disaster for millions of Americans.

“The economy may be recovering, but a budget like Paul Ryan’s is nothing more than a time machine ride back to financial instability. There is too much at stake to play these games with the federal budget. The Ryan budget would hurt families, kill job growth and send the economy back into a tailspin. We need solutions that support the middle class by protecting Social Security, Medicare and Medicaid and other vital services from harmful cuts.”

The coalition’s decision to jointly file the proposal in 2013 reflects mounting investor concerns with the board’s oversight in the wake of the London Whale losses, recent regulatory sanctions, and its failure to fully demonstrate that it can manage the size and complexity of its balance sheet. A virtually identical proposal received an impressive 40 percent favorable vote in 2012 after the AFSCME Employees Pension Plan submitted it for the bank’s 2012 annual meeting.

A clear conflict of interest exists when a company’s board of directors, which is responsible for overseeing the company’s CEO, is chaired by the CEO. This conflict is heightened by the fact that the CEO provides the board with the information it depends on to oversee business practices and assess risk management.  The coalition believes that the perpetuation of this conflict of interest in JPMorgan Chase’s management has the potential to adversely affect the value of their investments in JP Morgan Chase and should be eliminated.

JPMorgan Chase has acknowledged that its own internal controls, which were certified by the CEO and accepted by the board, did not provide adequate oversight to protect against the so-called London Whale trades. Earlier this month, e-mails were released evidencing deliberate overrides by JPM employees of quality controls in the mortgage market. In addition, the Federal Reserve and the Office of the Comptroller of the Currency both issued cease-and-desist orders last month requiring JPMorgan Chase to tighten its oversight in connection with trading and money laundering.

“Unchecked risk-taking and oversight failures have cost JPMorgan more than $6 billion in losses and seriously damaged its reputation,” said NYC Comptroller John C. Liu, who is investment advisor, custodian, and trustee of the New York City Pension Funds. “Without an independent board chair, JPMorgan will be unable to restore investor confidence and ensure future compliance — both integral to protecting and creating long-term value.”

Connecticut Treasurer Denise L. Nappier – principal fiduciary of the $26 billion state pension funds -- said, "Suffice it to say, at the heart of the company’s failures in managing risk and developing a strong corporate culture of ethics, accountability and transparency is the question about independence. It is impossible to imagine how board oversight of the company’s affairs will be strengthened while CEO Jamie Dimon leads the very board that is charged with overseeing his own shortcomings. JP Morgan Chase needs an independent chair to address these significant governance issues as a forerunner to protecting and enhancing long-term shareholder value, and doing so in a responsible manner.”

“Even a Master of the Universe can be swallowed by a London Whale. We need a system of checks and balances to protect shareholders,” said AFSCME President Lee Saunders, who also serves as the Chair of the AFSCME Employees Pension Plan’s Pension Committee.

Leon Kamhi, Executive Director, Hermes Equity Ownership Services, said, “Combining the roles of Chairman and CEO not only confuses the responsibilities, but it overly concentrates power in one individual, creating oversight and accountability problems, Moreover, we believe this is a core principle for good corporate governance.”

A separation of the CEO and board chair duties is widely acknowledged to increase a company’s accountability and performance. Companies that maintain an independent board chair outperform those that do not. A June 2012 report by GMI Ratings found that five-year shareowner returns were nearly 28% higher at companies with a separate CEO and board chair. More and more companies have independent board chairs. Institutional Shareholder Services, a leading independent proxy advisor, reported that 21.5% of S&P 500 firms had an independent chair in 2012, up from 18.1% in 2010.

The AFSCME Employees Pension Plan held 74,984 shares of JPM as of November 1, 2012.  The Connecticut Retirement Plans and Trust Funds held 1,391,999 shares as of December 27, 2012. Hermes Equity Ownership Services represented 5,506,885 shares as of December 31, 2012. The New York City Pension Funds are composed of the New York City Employees’ Retirement System, Teachers’ Retirement System, New York City Police Pension Fund, New York City Fire Department Pension Fund, and the Board of Education Retirement System. The New York City Pension Funds held 9,747,342 shares of JPMorgan valued at $479,764,173.24 as of February 14, 2013.

The full text of the shareowner proposal

RESOLVED: The shareholders of JPMorgan Chase & Co. (“JPM”) request that the Board of Directors adopt a policy, and amend the bylaws as necessary, to require the Chair of the Board of Directors to be an independent member of the Board. This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time this resolution is adopted.  Compliance with this policy is waived if no independent director is available and willing to serve as Chair.

Supporting statement

JPM CEO James Dimon also serves as chair of the board of directors. We believe the combination of these two roles in a single person weakens a corporation’s governance which can harm shareholder value. As Intel’s former chair Andrew Grove stated, “The separation of the two jobs goes to the heart of the conception of a corporation. Is a company a sandbox for the CEO, or is the CEO an employee? If he’s an employee, he needs a boss, and that boss is the board. The chairman runs the board. How can the CEO be his own boss?”

In our view, shareholder value is enhanced by an independent board chair who can provide a balance of power between the CEO and the board, and support strong board leadership. The primary duty of a board of directors is to oversee the management of a company on behalf of its shareholders. We believe that a CEO who also serves as chair operates under a conflict of interest that can result in excessive management influence on the board and weaken the board’s oversight of management.

An independent board chair has been found in academic studies to improve the financial performance of public companies. A 2007 Booz & Co. study found that in 2006, all of the underperforming North American companies with long-tenured CEOs lacked an independent board chair (The Era of the Inclusive Leader, Booz Allen Hamilton, Summer 2007). Another study found that, worldwide, companies are now routinely separating the jobs of chair and CEO: less than 12 percent of incoming CEOs were also made chair in 2009, compared with 48 percent in 2002 (CEO Succession 2000–2009: A Decade of Convergence and Compression, Booz & Co., Summer 2010).

We believe that independent board leadership would be particularly constructive at JPM, where the “London Whale” trading fiasco, in which our company recorded $5.8 billion of principal transactions losses from the synthetic credit portfolio, “tainted Mr. Dimon’s reputation as one of Wall Street’s best risk managers, and raised questions about the board's oversight” (“Cold Eye Over ‘Whale’ Probe,” Wall Street Journal, August 20, 2012). In connection with those losses, JPM acknowledged that its “framework for managing risks and risk management procedures and practices may not be effective” (10-Q). This proposal received 40 percent support in 2012 days after the first “London Whale” loss disclosure (“Did the Timing of Disclosure Save Jamie Dimon’s Job as JPMorgan Board Chairman?” New York Observer, May 16, 2012). 

The AFSCME Plan, an institutional shareholder with more than $850 million in assets, has submitted the 25 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 shareholder value.

“Business as usual in the corporate boardroom needs to end,” said AFSCME Pres. Lee Saunders, who also serves as the Chair of the AFSCME Plan’s Pension Committee. “These proposals will bring greater transparency and accountability when boards of directors fail to properly represent shareholders’ best interests,” added Saunders. 

Proposals have been filed at: Abbott Laboratories (ABT); Bank of America (BAC); Caterpillar (CAT); Chevron (CVX); Citigroup (C); Freeport-McMoRan (FCX); General Electric (GE); Halliburton (HAL); Johnson & Johnson (JNJ); Lazard (LAZ); Leucadia National (LUK); Lockheed Martin (LMT); McDonald's (MCD); Morgan Stanley (MS); Nabors (NBR); Northrop Grumman (NOC); Peabody Energy (BTU); Precision Castparts (PCP); QEP Resources (QEP); Target (TGT); Union Pacific (UNP); Verizon (VZ); Vulcan Materials (VMC); and Wal-Mart (WMT).

Summary Attachment

Bank Valuation
The proposal request that boards of directors of “too big to fail” financial firms explore strategic options (e.g. merger, acquisition, or spinoff) in order to realize greater value for shareholders. These resolutions have been filed at large financial firms whose stock market value is less than their book, or accounting, value. Proposals asking for strategic reviews have been filed at Bank of America, Citigroup and Morgan Stanley.

Diversity
Board diversity, including ethnic and gender diversity, is linked with higher shareholder value. Proposals asking for inclusion of diversity standards in selection criteria for board nominees have been filed at Leucadia National and Precision Castparts.

Human Rights
A company’s failure to monitor its compliance with established human rights standards, and compliance by its affiliates and supply-chain organizations, can harm shareholder value, as companies can be exposed to fines, lawsuits and reputational damage. A human rights risk assessment and report will enable shareholders to understand any risks to shareholder value associated with such human rights and labor abuses. Proposals asking the board to report on human rights risks arising out of its operations have been filed at Caterpillar, Halliburton and McDonald’s.

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, eliminating the independent oversight needed to protect shareholder interests. 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 Freeport-McMoRan, General Electric, Johnson & Johnson, Lazard, Lockheed Martin, Nabors, Peabody Energy, QEP Resources, Target, Vulcan Materials and Wal-Mart.

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, Chevron, Northrop Grumman, Union Pacific and Verizon.

“We stand at a pivotal moment in this country. We can either pull together and rebuild the middle class, strengthen vital services or we can cede more power and wealth to a chosen few. It is up to all of us, to make our voices heard, to stand up for working families, and to demand that those of us who play by the rules and work hard have the same benefits and rights as those who earn millions. AFSCME stands ready to fight for what President Obama laid out tonight, to fight to rebuild and expand the middle class, and to fight for the right for all Americans to achieve the American Dream.”

A recent report by the US SIF Foundation found that disclosure of lobbying and political spending has emerged as the “greatest single concern of shareholders among environmental and social issues,” with more than 100 resolutions being filed annually on the subject in 2011 and 2012.[1] Reflecting investors’ interest in enhanced disclosure, the S.E.C. announced on Dec. 21, 2012, that it is considering a rule to require public companies to disclose their spending on politics and lobbying.

While the U.S. Supreme Court’s Citizens United decision and the unprecedented amount of political spending in the 2012 elections have attracted a great deal of media attention, company expenditures on federal lobbying far exceed political election contributions by approximately a nine-to-one ratio. A 2011 study by Si2, funded by the IRRC Institute, found that in 2010, S&P 500 companies spent a total of $1.1 billion on political contributions and lobbying, of which $979.3 million was spent on federal lobbying[2]. These figures do not include state level lobbying expenditures by companies, where there is incomplete disclosure and yearly spending exceeds $1 billion.

Moreover, lobbying by trade associations is indirectly supported by corporate contributions that are substantial and largely unreported. For example the Chamber of Commerce spent more than $500 million on lobbying since 2009, making it the country’s largest lobbying spender. The majority of companies do not disclose the portions of their trade association payments used for lobbying. These payments can create reputational risks for companies. Lobbying disclosure proponents believe companies need to manage these risks by assessing whether their memberships in trade associations accurately represent their corporate interests and policy positions, and that shareholders need to understand their companies’ expenditures for trade association lobbying and the risks they might represent.

The resolutions therefore also ask companies to disclose support for and membership in tax-exempt organizations that write and endorse model legislation, which includes the American Legislative Exchange Council (ALEC). ALEC approved model legislation based on Florida’s Stand Your Ground law that gained national attention after the tragic killing of Trayvon Martin. In response to investor and grassroots pressure, 42 companies, including Amgen, Bank of America, Coca-Cola, General Electric, Johnson & Johnson, Kraft, McDonald’s, Pepsi, Walgreens and Yum! Brands, evaluated the risk to their corporate reputations, compared to the benefits, of continuing membership, and made the decision to leave ALEC.

Thomas DiNapoli, comptroller of the state of New York and an active proponent of corporate disclosure of both political spending and lobbying, stated, “As a fiduciary, it’s important that companies in which the New York State Common Retirement Fund invest are open, transparent and demonstrate high standards of governance.” Mr. DiNapoli’s office oversees the $133.8 billion state fund. “Thus we have joined once again in 2013 filing resolutions urging companies to report to their investors about their lobbying priorities, oversight and corporate dollars spent.”

Lee Saunders, president of AFSCME and chair of the AFSCME Employees Pension Plan’s Pension Committee, stated, “These proposals are based on the simple principle that what gets disclosed gets managed. Corporate payments for lobbying are a use of shareholder assets. Disclosure will help ensure these expenditures are in the company and shareholders’ best interest.”

Timothy Smith, director of environmental, social and governance (ESG) shareowner engagement at Walden Asset Management and one of the coordinators of this initiative, stated, “Over the last six years, investors increasingly have urged companies to disclose their spending aimed at influencing elections. This year investors have once again taken a logical next step and asked companies to disclose their direct and indirect lobbying activities. Whether the issue is environmental impact, consumer protection, financial reform or shareholder rights, it is important for investors to understand how company dollars are spent to influence our laws and regulations by lobbying activities. While many companies have modest government affairs budgets, others spend tens of millions of dollars annually on lobbying directly and through trade associations. In addition, many companies work through lobbying organizations like the American Legislative Exchange Council (ALEC) to influence legislation and regulation at the state level. We believe it is timely and appropriate for companies to be much more transparent.”

More than 60 investors joined in filing and co-filing the resolution seeking comprehensive disclosure of corporate lobbying, among them are the AFL-CIO; the AFSCME Employees Pension Plan; Benedictine Sisters of Virginia; Boston Common Asset Management; Christopher Reynolds Foundation; CtW Investment Group; Dignity Health; First Affirmative Financial Network; Green Century Funds; Mercy Investments; Missionary Oblates of Mary Immaculate; Nathan Cummings; Needmor Fund; New York State Common Retirement Fund; Province of St. Joseph of the Capuchin Order; Responsible Endowments Coalition; Sisters of St. Francis; Trillium Asset Management; UAW Retiree Medical Benefits Trust; Unitarian Universalist Association; United Steelworkers and Walden Asset Management. This unique investor network is organized by the AFSCME Employees Pension Plan and Walden Asset Management, a division of Boston Trust & Investment Management Company.

Specifically, the resolution asks for disclosure of:

1. Company policy and procedures governing lobbying, including that done on our company’s behalf by trade associations.
2. Payments used for lobbying as well as grassroots lobbying communications.
3. Membership in and payments to any tax-exempt organization that writes and endorses model legislation.
4. Decision-making processes and oversight by management and the Board.

Among companies receiving lobbying disclosure resolutions for 2013 are:

3M (MMM)
Abbott Laboratories (ABT)
Accenture (ACN)
Allergan (AGN)
Alliance One International (AOI)
Alliant Techsystems (ATK)
Allstate (ALL)
Altria Group (MO)
American Electric Power (AEP)
AT&T (T)
Bristol-Myers Squibb (BMY)
Chevron (CVX)
Cigna (CI)
Citigroup -C-
ConocoPhillips (COP)
Corrections Corporation of America (CXW)
CVS Caremark (CVS)
DaVita (DAV)
Devon Energy (DVN)
Dupont (DD)
EBay Inc. (EBAY)
Endo Health Solutions (ENDP)
Entergy (ETR)
Equity Lifestyle Properties (ELS)
ExxonMobil Corporation (XOM)
General Dynamics (GD)
GEO Group (GEO)
Goldman Sachs (GS)
IBM (IBM)
JPMorgan Chase (JPM)
Lockheed Martin (LMT)
Lorillard (LO)
Marathon Oil (MRO)
Norfolk Southern Corporation (NSC)
Northrop Grumman (NOC)
Nucor Corporation (NUE)
Peabody Energy (BTU)
PepsiCo (PEP)
Pfizer (PFE)
Philip Morris (PM)
Reynolds American (RAI)
SLM Corporation (Sallie Mae) (SLM)
Time Warner Cable (TWC)
Union Pacific (UNP)
United Parcel Service (UPS)
UnitedHealth Group (UNH)
Universal Corporation (UVV)
Verizon Communications (VZ)
VISA U.S.A. (V)
Walgreen (WAG)
Wells Fargo (WFC)
WellPoint (WLP)
Xcel Energy (XEL)

Filers of Lobbying Disclosure Resolutions

Pension Funds
New York State Common Retirement Fund

Labor
AFSCME Employees Pension Plan
AFL-CIO
CTW Investment Group
Service Employees International Union
UAW Retiree Medical Benefits Trust
United Steelworkers

Asset Management Companies
Boston Common Asset Management
First Affirmative Financial Network
Green Century Funds
Jantz Morgan
PAX World Fund
Sustainability Group, Loring Wolcott & Coolidge
Trillium Asset Management
Walden Asset Management
Zevin Asset Management
 
Foundations
Brainerd Foundation
Center for Community Change, Washington, DC
Edward W. Hazen Foundation
The Funding Exchange
Haymarket Foundation
Lemmon Foundation
LKMC Aquinas Funds
Max and Anna Levinson Foundation
Merck Family Fund
Nathan Cummings Foundation
Needmor Fund
Oneida Tribe of Indians Trust Fund
Oxfam America
Responsible Endowments Coalition
Christopher Reynolds Foundation
Russell Family Foundation
Swift Family Foundation
Tides Foundation
 
Non-Profit Institutional Investors
Manhattan Country School
 
Religious Filers
Benedictine Sisters of Baltimore
Benedictine Sisters of Virginia
Catholic Health East
Catholic Health Initiatives
Community Church of New York
Congregation of Benedictine Sisters, Boerne, Texas
Congregation of Divine Providence, San Antonio, Texas
Congregation of St. Joseph of Carondelet, St. Paul Province
Congregation of the Sisters of St. Agnes
Congregation of the Sisters of St. Joseph of Brighton
Congregation of the Sisters of the Holy Cross, Indiana
Convent Academy of the Incarnate Word
Dignity Health
First Parish Unitarian Church, Cambridge, Ma.
Glenmary Home Missioners
Marianist Province of the United States
Mercy Investment Services
Missionary Oblates of Mary Immaculate
Monasterio Pan Vida
Province of St. Joseph of the Capuchin Order
School Sisters of Notre Dame
Sisters of Charity of St. Elizabeth, New Jersey
Sisters of the Holy Family
Sisters of Notre Dame de Namur, Boston
Sisters of Notre Dame
Sisters of Providence, Mother Joseph Providence
Sisters of St. Francis of Philadelphia
Sisters of St. Francis, Academy of Our Lady of Lourdes, Rochester
Trinity Health
Unitarian Universalist Association
Unitarian Universalist Service Committee
United Church Foundation
 
Individuals
Daniel Altschuler
Gwendolen Noyes
Gun Denhart
Carol Master

ConocoPhillips Lobbying Disclosure

Whereas, we rely on the information provided by our company to evaluate goals and objectives, and therefore have strong interest in full disclosure of our company’s lobbying to assess whether it is in the best interests of shareholders and long-term stockholder value.

Resolved, the shareholders of ConocoPhillips request the Board authorize the preparation of a report, updated annually, disclosing:

1.    Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

1. Payments by ConocoPhillips used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
2. ConocoPhillips’ membership in and payments to any tax-exempt organization that writes and endorses model legislation.
3. 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, a “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 ConocoPhillips is a member.

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 committees of the Board and posted on the company’s website.  

Supporting Statement

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.
 
This resolution received 25 percent voting support in 2011.
 
ConocoPhillips sits on the Board of the United States Chamber of Commerce, which is noted as “by far the most muscular business lobby group in Washington” (“Chamber of Secrets,” Economist, April 21, 2012). In 2010 and 2011 the Chamber spent $198 million on lobbying. Yet ConocoPhillips does not disclose its trade association payments nor the portions used for lobbying on its website.  
 
ConocoPhillips spent approximately $40.2 million in 2010 and 2011 on direct federal lobbying activities, according to disclosure reports (Senate Records). These figures may not include grassroots lobbying to directly influence legislation by mobilizing public support or opposition and do not include lobbying expenditures to influence legislation or regulation in states that do not require disclosure.  
 
Also, ConocoPhillips does not disclose its contributions to tax-exempt organizations that write and endorse model legislation, such as a $10,000 contribution to the American Legislative Exchange Council (“ALEC”) annual meeting.
 
According to the Wall Street Journal (Oct. 26, 2012) the oil industry, including ConocoPhillips, spent “tens of millions of dollars” related to the 2012 election to galvanize employees to support their industry’s agenda and elect sympathetic candidates. We also believe the costs of these programs should also be fully disclosed.

_______________________________

[1]“Report on Sustainable and Responsible Investing Trends in the United States 2012,” US SIF Foundation.

[2] Heidi Welsh and Robin Young, “Corporate Governance of Political Expenditures: 2011 Benchmark Report on S&P 500 Companies,” Sustainable Investments Institute & IRRC Institute, November 2011 (www.irrcinstitute.org)

“Immigrant rights are worker rights, and AFSCME will be on the frontlines of the march toward comprehensive immigration reform. We know that real reform will bring a fair path to citizenship and protection of jobs and job opportunities for all workers in our country.

“It is time for hard-working immigrants and their children to be able to stop living in fear of deportation. They came to this country in search of freedom and opportunity and have already contributed to our economy and social fabric.  When they are able to come out of the shadows, they will be able to reach their full potential, which will benefit all of us.

“AFSCME will do whatever it takes to ensure that a comprehensive and common sense plan is enacted into law so that we can all come together and share all of the rights and responsibilities that make us Americans.”

“Our union is heartened by the release of a bipartisan framework from eight United States Senators for comprehensive immigration reform. While many important policies and details remain to be debated, the framework release is an important first step in Congress moving forward on fixing our broken immigration system.

“AFSCME strongly supports a path to citizenship for the 11 million undocumented immigrants living in the U.S. and commends the group of Senators for including this policy as one of its four basic legislative pillars. These immigrants who call America home came to our country in search of freedom and opportunity and are working hard to achieve the American dream. 

“Immigrant rights are worker rights. As the Congress moves forward on comprehensive immigration reform, AFSCME will be advocating for a bill that protects the jobs and job opportunities of all workers in our country.

“AFSCME is looking forward to working with Congress and the President in the weeks and months to come to craft immigration reform legislation that makes it possible for everyone to share in all of the rights and responsibilities that make us Americans.”

“We are grateful for Secretary Solis’ extraordinary commitment to working men and women. At a time when powerful, moneyed forces have come together to pursue a virulent, anti-union agenda, she focused the Department of Labor’s attention on putting Americans back to work, making the workplace safer and healthier, and protecting and preserving the rights of union members and working families. Secretary Solis is an ally, a friend and a tireless advocate. She will be missed.”

“The bipartisan agreement passed by the Senate and House brings much-needed revenue by requiring the wealthiest to pay more in taxes, offers an economic lifeline to millions of long-term unemployed Americans and their families, and extends significant tax credits for working Americans. These are important, equitable steps to move our country forward, and now we can turn the page on this fiscal debate and concentrate on reviving the economy.

“We must remain vigilant over the next several weeks. Republican congressional leaders have vowed to continue their demands for deep, drastic cuts to vital programs that protect our communities – from air traffic control to public schools to veterans’ benefits, Social Security, Medicare and Medicaid – and are relied upon by millions of Americans in order to keep their heads above water during these tough times. Their proposals to slash services and earned benefits will inflict more suffering and undercut our economic recovery. We urge Congress and President Obama to work together and focus on job creation, which is the best way to stimulate the economy.”

The third in a major campaign to protect vital services, “Boehnerville” is a six figure television buy asking Americans to call their member of Congress and urge them to reject any proposal by Speaker Boehner that calls for devastating cuts to vital services like Medicare, Medicaid, Social Security and education.

“Speaker Boehner continues to demand huge sacrifices from the middle class by blocking their tax cut and demanding cuts to vital services like Medicare, Medicaid and Social Security,” said Chuck Loveless, AFSCME Federal Government Affairs Director.  “Much like the fictional Mr. Potter, Speaker Boehner wants to hold hard working men and women hostage, cut their benefits and give more tax breaks to his wealthy contributors.  Speaker Boehner needs to get his priorities straight by protecting the middle class and maintaining vital services that so many middle class Americans depend upon.”

"Speaker Boehner must listen to the millions of Americans who said loud and clear on November 6 that they voted for protecting and expanding the middle class, not for cuts to vital services that millions of Americans rely on for their healthcare, child care and retirement security,” said Peter Colavito, SEIU Director of Government Relations. 

“Speaker Boehner’s plan  is more of the same: protect tax cuts for the very wealthiest while demanding even more from our students and seniors to extract even more cuts in education, Social Security, Medicaid and Medicare," said Mary Kusler, NEA Director of Government Relations.  "Unlike the fictional movie on which this ad is based, there will be very real and damaging consequences for low-income and special education students and our most vulnerable citizens if Speaker Boehner gets his way. Congress needs to quickly reject his plan and stand up and protect what matters to most Americans.”

“Boehnerville” is the third TV spot that will run on National Cable, Arkansas, Colorado, Louisiana and Minnesota.  The spot can be viewed here: http://www.youtube.com/watch?v=w_C3Op2-5z8

TV Script –

Narrator: What will happen if House Speaker John Boehner gets his way on the budget?

Welcome to Boehnerville,

where the rich won’t pay their fair share.

Our children’s educations will be cut.

Medicare, Medicaid and Social Security will be put at risk.

And the economic recovery would falter.

Call your member of Congress and tell them to stand up for middle class families.

Because in America everyone deserves a wonderful life

With 2.1 million members in Canada, the United States and Puerto Rico, SEIU is the fastest-growing union in the Americas. Focused on uniting workers in healthcare, public services and property services, SEIU members are winning better wages, healthcare and more secure jobs for our communities, while uniting their strength with their counterparts around the world to help ensure that workers — not just corporations and CEOs — benefit from today's global economy. www.seiu.org

The National Education Association is the nation's largest professional employee organization, representing more than 3 million elementary and secondary teachers, higher education faculty, education support professionals, school administrators, retired educators and students preparing to become teachers. www.nea.org

The new ads are part of a significant six figure television buy that urge Virginia Senator Mark Warner, Missouri Senator Claire McCaskill, Montana Representative Denny Rehberg and Ohio Representative Pat Tiberi to protect Social Security, Medicare, Medicaid and education.

AFSCME, SEIU and NEA along with the AFL-CIO and over two dozen organizations have made thousands of phone calls, held dozens of events throughout the country and have planned hundreds of events for a National Day of Action on December 10.  From Maine to California, people will gather to further pressure Congress to pass a deal for all Americans that balances the budget and ensures Medicare, Medicaid and education funding remain intact.

“The formula for success to meet the important series of deadlines in Congress is simple: protect the very foundation of financial security hard working Americans depend upon, and ask the wealthiest 2% to pay their fair share of taxes,” said Chuck Loveless, AFSCME Federal Government Affairs Director.  “Cuts to Social Security, Medicare, Medicaid would put the well-being of millions of families and children at stake.  Congress needs to pull together and pass a deal for all Americans, protect vital services and put us further down the path to prosperity.”

“As negotiations progress, it's important that we continue to communicate to all Members of Congress that any cuts to Medicare, Medicaid and Social Security which impact our seniors and hospitals are unacceptable components of a final budget deal,” said Peter Colavito, SEIU Director of Government Relations.

“These ads use a little humor to make a very serious point: the programs millions of middle class Americans depend on – Medicare and Medicaid - are in danger of being sacrificed for tax cuts that have done nothing to generate jobs or grow the economy and that the wealthy do not need," said Mary Kusler, NEA director of government relations.  "'Protect the Middle Class' is not just a campaign slogan.  The election is over – it's time for our senators and representatives to demonstrate real leadership and keep working families, seniors and students front and center in their minds during these critical negotiations."

“Cuts” is the second TV spot that will run in Virginia, Missouri, Montana and Ohio. Copies of the ad can be viewed at:

• Virginia – http://www.youtube.com/watch?v=kqPmFco1eH4&feature=youtu.be
• Missouri – http://www.youtube.com/watch?v=ssKbWCUCtY0&feature=youtu.be
• Montana – http://www.youtube.com/watch?v=LpZ2H8sTRn8&feature=youtu.be
• Ohio – http://www.youtube.com/watch?v=ZlcbYi-XyWM&feature=youtu.be
• Spanish – http://www.youtube.com/watch?v=s5rdC4tUTbI&feature=youtu.be
• Generic – http://www.youtube.com/watch?v=ILRPUlsNejo&feature=youtu.be

TV Script –

Narrator: If the politicians in Washington negotiate a bad deal on the budget and deficit,

What do you think will happen to Medicare and Medicaid benefits?

And to our coverage?

Cutting hundreds of billions of dollars from Medicare and Medicaid will short change the people who need it the most.

So if you don’t want seniors to come up empty,

Call (Senator Warner/McCaskill) (Representative Rehberg/Tiberi) and tell him/her don't make a bad deal that cuts our care.

With 2.1 million members in Canada, the United States and Puerto Rico, SEIU is the fastest-growing union in the Americas. Focused on uniting workers in healthcare, public services and property services, SEIU members are winning better wages, healthcare and more secure jobs for our communities, while uniting their strength with their counterparts around the world to help ensure that workers — not just corporations and CEOs — benefit from today's global economy. www.seiu.org

The National Education Association is the nation's largest professional employee organization, representing more than 3 million elementary and secondary teachers, higher education faculty, education support professionals, school administrators, retired educators and students preparing to become teachers. www.nea.org

“On Election Day the American people were very clear. They want Congress to protect middle class programs like Social Security, Medicare and Medicaid, give middle class families a tax cut, and make the super-rich finally pay their fair share. Congress should follow the will of the voters.”

“Even worse, the company ruthlessly intimidates those who speak out against their destructive policies. Walmart’s campaign of intimidation hurts their employees and the communities where they have stores. They threaten workers who stand up and then count on the rest of us sitting back in silence. Their policies undermine the fundamental American values of fairness and decency.

“That is why this Black Friday, AFSCME members across the country will stand with Walmart’s workers in their efforts to get respect and a voice in the workplace. During this holiday season, it is time for all Americans to pull together and support the workers at Walmart.”

To find a Black Friday event near where you live, click this link: http://www.corporateactionnetwork.org/campaigns/black-friday/events

In addition to ads, AFSCME, SEIU and NEA have released results from a public poll that shows a majority of Americans opposed cuts to Social Security, Medicare, Medicaid and Education in order to balance the budget. A clear majority want neither a “grand bargain” nor cuts to vital services to reduce the budget deficit. More than half of Americans want to see the wealthy pay their fair share so Congress can invest in job creation and protect our national priorities. The poll was conducted by the Mellman Group between November 9-12, 2012.

“We cannot cut our way to job creation, balance the budget at the expense of the middle class, and destroy programs that provide a measure of economic security for millions of Americans,” said Chuck Loveless, AFSCME Federal Government Affairs Director. “Medicaid, Medicare and Social Security are bedrock programs for American families, providing retirement income to seniors, keeping millions of Americans healthy and providing health care for the sick and the disabled. We need a balanced approach to the nation’s fiscal challenges which protects the benefits provided by these vital programs, continues the middle class tax cuts, invests in job creation and asks wealthier individuals to pay their fair share. Congress must pull together and pass legislation that protects the American Dream.”

“Elected officials from both parties need to listen to the will of the voters and focus on rebuilding the middle class and strengthening our economy by investing in jobs, not cuts. We will forcefully oppose any budget deal that puts working families and the economic recovery in jeopardy,” said Peter Colavito, SEIU Director of Government Relations.

“Members of Congress have to ask themselves who should make the bigger sacrifice—America’s school children and middle class families or corporations and wealthy CEOs? Are they looking out to preserve middle class tax cuts for hard working men and women, or tax loopholes for corporations and the wealthy?,” said Mary Kusler, NEA Director of Government Relations. “It makes no sense to rob Peter to pay Paul, especially when Peter is a five-year-old who simply is trying to learn in school. It’s short-sighted.”

“Jobs Not Cuts” is the first TV spot that will run in Colorado, Missouri and Virginia. Copies of the ad can be viewed at:

• Colorado — http://www.youtube.com/watch?v=fHz__PWN1v4
• Missouri — http://www.youtube.com/watch?v=D5mtWmCskOU
• Virginia — http://www.youtube.com/watch?v=N23XqxkTkec

“Can’t Wait” is the first radio spot running in Philadelphia, PA, Anchorage, AK, and Springfield, Cape Girardeau and St. Louis, MO.

The ad can be listened to at:

• Pennsylvania — http://www.youtube.com/watch?v=jvzl3jcO9X8
• Alaska — http://www.youtube.com/watch?v=gE-XrP-rAZY
• Missouri— http://www.youtube.com/watch?v=ogewzZE-BCI

TV Script – (Note, the Senators’ names vary via state. Colorado, Bennet and Udall, Virginia, Warner and Webb, Missouri, McCaskill)

Announcer: How do we move our country forward and reduce the deficit?

By creating jobs and growing our economy, not by cutting programs that families rely on most.

We need Senators LASTNAME and LASTNAME to continue to stand up for us by

investing in job creation,

extending the middle class tax cuts,

and protecting Medicare, Medicaid and education from cuts.

Because for working families, it’s all about putting Americans back to work, not cutting the things we rely on most

Radio Script – (Note, the Congressman’s names vary via state. Pennsylvania Congressmen Meehan and Fitzpatrick, Alaska at Large, Congressman Young, Missouri Congresswoman Emerson)

Announcer: There’s a debate going on in Washington about the best way to move the country forward and reduce the deficit.

But there’s one thing that both parties can agree on:

We shouldn’t raise taxes on the middle class.

But if Congress fails to act soon, that’s exactly what will happen.

Because if Congress fails to act by the end of the year, everyone’s taxes will automatically go up –

including the ninety-eight percent of Americans who make less than two-hundred and fifty thousand dollars a year.

Middle class families can’t afford that. And our economy can’t afford that, either.

Congress should act quickly to preserve the middle class tax cuts.

And that will take leaders willing to put people ahead of partisan politics.

Leaders like Congressmen Pat Meehan and Mike Fitzpatrick.

Call Congressman/woman XXX and XXX at 888-997-2750 and urge them to preserve the middle class tax cuts.

Because working families can’t wait.

Paid for by AFSCME, NEA and SEIU.

**Note, the 888 number is different for each state

With 2.1 million members in Canada, the United States and Puerto Rico, SEIU is the fastest-growing union in the Americas. Focused on uniting workers in healthcare, public services and property services, SEIU members are winning better wages, healthcare and more secure jobs for our communities, while uniting their strength with their counterparts around the world to help ensure that workers — not just corporations and CEOs — benefit from today's global economy. www.seiu.org

The National Education Association is the nation's largest professional employee organization, representing more than 3 million elementary and secondary teachers, higher education faculty, education support professionals, school administrators, retired educators and students preparing to become teachers. www.nea.org

Citigroup’s shares have consistently traded below book value since late 2008, it failed the Federal Reserve’s CCAR stress tests in March 2012, and regulators continue to forbid it from returning significant capital to stockholders due to concerns over its financial stability.

“Despite some positive steps taken since the start of the financial crisis, we believe Citigroup’s progress toward simplifying and de-risking its business has been slow and incomplete. Citigroup boasts many attractive attributes, but remains burdened by excessive complexity, as well as the stigma and risks associated with being named a ‘too big to fail’ institution.”, said Matthew Patsky, CEO of Trillium Asset Management. “These factors could threaten stockholder return through breakdowns in risk management, increased regulatory scrutiny, higher litigation expense, greater capital requirements and poor public perception, among other challenges”.

The resolution specifically requests that the Board of Directors appoint a committee, composed exclusively of independent directors, to explore extraordinary transactions that could enhance stockholder value, including the separation of one or more of Citigroup’s businesses. The resolution also requests that the committee publicly report on its analysis to stockholders no later than 120 days after the Citigroup’s 2013 Annual Meeting of Stockholders.

“There is a gap of almost $50 billion between what Citi says its assets are worth and what the market is saying,” said Lee Saunders, Chairman of the AFSCME Employees Pension Plan’s Board of Trustees. “It is high time that the board gave shareholders a plan for recovering this value.”

At this time, the Board of Directors of Citigroup would best serve their shareholders by studying the merits of various strategic restructuring scenarios closely to determine the correct path forward.

About Trillium Asset Management, LLC

Trillium Asset Management, LLC is the oldest independent investment advisor devoted exclusively to sustainable and responsible investing. With over $1 billion 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.

About the AFSCME Employees Pension Plan

The AFSCME Employees Pension Plan provides retirement benefits for employees of the American Federation of State, County and Municipal Employees, AFL-CIO, a public services employees union with more than 1.6 million members who provide the vital services that make America happen. With members in hundreds of different occupations — from nurses to corrections officers, child care providers to sanitation workers — AFSCME advocates for fairness in the workplace, excellence in public services and prosperity and opportunity for all working families.

The views expressed are those of the authors as of the date referenced and are subject to change at any time based on market or other conditions. These views are not intended to be a forecast of future events or a guarantee of future results. These views may not be relied upon as investment advice. The information provided in this material should not be considered a recommendation to buy or sell any of the securities mentioned. It should not be assumed that investments in such securities have been or will be profitable. To the extent specific securities are mentioned, they have been selected by the authors on an objective basis to illustrate views expressed in the commentary and do not represent all of the securities purchased, sold or recommended for advisory clients. The information contained herein has been prepared from sources believed reliable but is not guaranteed by us as to its timeliness or accuracy, and is not a complete summary or statement of all available data. This piece is for informational purposes and should not be construed as a research report.