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Political Disclosure Resolution


 

The following is the model shareholder resolution drafted by the Center for Political Accountability. It calls on companies to:

 

  • Report their soft money contributions and payments to trade associations and other tax exempt organizations that are used for political purposes.
  • Identify the corporate officers involved in the expenditure decisions, 
  • Disclose their political spending guidelines.
  • Require the board of directors to conduct oversight of the company’s political spending.

 

Requesting Disclosure of Corporate Political Spending

 

Resolved, that the shareholders of [COMPANY NAME] hereby request that the Company provide a report, updated semi-annually, disclosing the Company’s:

 

1. Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

  

2. Monetary and non-monetary political contributions and expenditures not deductible under section 162 (e)(1)(B) of the Internal Revenue Code, including but not limited to contributions to or expenditures on behalf of political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code and any portion of any dues or similar payments made to any tax exempt organization that is used for an expenditure or contribution if made directly by the corporation would not be deductible under section 162 (e)(1)(B) of the Internal Revenue Code. The report shall include the following:

 

a. An accounting of the Company’s funds that are used for political contributions or expenditures as described above;

 

b. Identification of the person or persons in the Company who participated in making the decisions to make the political contribution or expenditure; and

 

The report shall be presented to the board of directors’ audit committee or other relevant oversight committee and posted on the company’s website to reduce costs to shareholders.

 

Stockholder Supporting Statement

 

As long-term shareholders we support transparency and accountability in corporate spending on political activities. These activities include direct and indirect political contributions to candidates, political parties or political organizations; independent expenditures; or electioneering communications on behalf of a federal, state or local candidate.

 

Disclosure is consistent with public policy and in the best interest of our company and its shareholders.  Absent a system of accountability, company assets can be used for policy objectives that may be inimical to the long-term interests of and may pose risks to [COMPANY NAME] and its shareholders.

 

[COMPANY NAME] contributed at least $XXX,XXX and possibly more in corporate funds since the 2002 election cycle. (CQ’s PoliticalMoneyLine, available at http://moneyline.cq.com/pml/home.do and National Institute on Money in State Politics, available at http://www.followthemoney.org/index.phtml).  However, its payments to trade associations used for political activities are undisclosed and unknown.

 

Shareholders and, in many cases, management do not know how trade associations use their company’s money politically. The proposal asks the Company to disclose its political contributions and payments to trade associations and other tax exempt organizations. This would bring our Company in line with a growing number of leading companies, including Dell, Hewlett-Packard and General Dynamics, that support political disclosure and accountability and disclose this information on their websites.

 

Relying on publicly available data does not provide a complete picture of the Company's political expenditures.  The Company's Board and its shareholders need complete disclosure to be able to fully evaluate the political use of corporate assets. Thus, we urge your support for this critical governance reform.

 

 

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