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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.
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.
