I was voting proxies today and saw something I don't believe I've ever seen before. A company endorsed a shareholder resolution. I had to look twice - I rubbed my eyes and checked again. It was still there.
I've been reading proxy statements for 15 years, and for most of the past 10 I've been involved in voting them. After you've been through a few cycles the ritual takes on the character of a kabuki play. Some shareholder brings a resolution forward, carefully crafting it so that it clears a tricky double hurdle: it must be relevant (otherwise why waste shareholders' time), but must not fall under the heading of "ordinary business" (otherwise the problem can be left to the firm's professional management team).
And then, management opposes the proposal. It appears to be a matter of honor. Even innocuous proposals are opposed. It doesn't seem to matter who brought the proposal - a union, an environmental group, a social investment fund, a gadfly - there is always a staff lawyer at the ready to draft a tightly reasoned account of how producing a report about, say, minority hiring, could bring the company to its knees.
I have read thousands of these, and not once have I seen management reply, in writing - "hey, that's a good idea."
Until today! The Green Century Funds this year submitted the following proposal to the Amgen board:
RESOLVED, that the shareholders of Amgen ("Company") hereby request that the company provide a report, updated semi-annually, disclosing the Company's:
1. Policies and procedures for political contributions (both direct and indirect) made with corporate funds.
2. Monetary and non-monetary contributions to political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code including the following:
a. An accounting of the Company's funds contributed to any of the persons or organizations described above;
b. Identification of the person or persons in the Company who participated in making the decisions to contribute.
c. The internal guidelines or policies, if any, governing the Company's political contributions.
This 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.
And Amgen's board of directors said: Yes. And, "we urge your support for this critical corporate governance reform."
Here is a good article on this issue from the LA Times (via the Chicago Tribune website). Here is a press release from the Interfaith Center for Corporate Responsibility, which reports that Bristol-Myers and Staples have also agreed to disclose and have their directors oversee political contributions.