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Political Disclosure and Oversight Resolution 2013


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

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


     Resolved, that the shareholders of COMPANY (“Company”) hereby request that the Company provide a report, updated semi-annually, disclosing the Company’s:

 

1.

Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.

 

2.

Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

 

a.

The identity of the recipient as well as the amount paid to each; and

 

b.

The title(s) of the person(s) in the Company responsible for decision-making.

     The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website. 

Stockholder Supporting Statement

    As long-term shareholders of COMPANY, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations; independent expenditures; or electioneering communications on behalf of federal, state, or local candidates.

    Disclosure is in the best interest of the company and its shareholders and critical for compliance with federal ethics laws. Moreover, the Supreme Court’s Citizens United decision recognized the importance of political spending disclosure for shareholders when it said “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value. 

   COMPANY contributed at least $AMOUNT in corporate funds since the 2002 election cycle. (CQ:  http://moneyline.cq.com/ and National Institute on Money in State Politics: http://www.followthemoney.org.) 

   However, relying on publicly available data does not provide a complete picture of the Company’s political spending. For example, the Company’s payments to trade associations used for political activities are undisclosed and unknown. In some cases, even management does not know how trade associations use their company’s money politically. The proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax exempt organizations for political purposes. This would bring our Company in line with a growing number of leading companies, including Exelon, Merck and Microsoft that support political disclosure and accountability and present this information on their websites.

   The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.

2013 Model Resolution Template


 

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