DARTMOUTH COLLEGE ADVISORY COMMITTEE ON …finance/docs/acir_2010_exec_summary.pdf · page 1 dartmouth college advisory committee on investor responsibility executive summary prepared

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DARTMOUTH COLLEGE

ADVISORY COMMITTEE ON INVESTOR RESPONSIBILITY

EXECUTIVE SUMMARY PREPARED FOR THE DARTMOUTH

COMMUNITY

2010

MARCH, 2011

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I. EXECUTIVE SUMMARY

1. Overview

Dartmouth College’s Advisory Committee on Investor Responsibility

(“ACIR”) completed its seventh full year of operation in 2010 since it was

convened by former President James E. Wright in 2003. The principal mission of

ACIR is to review proxy resolutions relating to important social issues and to

make recommendations to Dartmouth – through the College’s Investment Office

– on how it should vote specific shareholder-initiated proxy resolutions for

publicly traded companies in which Dartmouth directly holds shares. In

addition, ACIR is charged with making recommendations to Dartmouth

regarding: the desirability of disclosing information regarding Dartmouth’s

investment portfolio to its constituents; the process by which Dartmouth

determines its position with respect to proxy resolutions, and the practices

Dartmouth employs to express its positions; the guidance, if any, that

Dartmouth’s investment advisors should be given to avoid selection of

investment positions that could be deemed inconsistent with Dartmouth’s

mission; and the possibilities for education of students and other interested

parties regarding the goals and constraints of Dartmouth’s investment portfolio.

2. ACIR Recommendations on the Voting of Proxy

Resolutions

Beginning on April 8 and ending in late May, ACIR met on a weekly basis

to review proxy resolutions and make recommendations to Dartmouth on the

voting of proxy resolutions pending at publicly traded companies in which

Dartmouth held shares. During 2010, ACIR continued its longstanding voting

policy of recommending that the College vote in favor of all proxy resolutions

requesting companies to issue reports to shareholders on their web sites detailing

political contributions. And consistent with the prior practice of increasing

efficiency and remaining true to its mission of advising Dartmouth on the

responsible exercise of its shareholder rights, ACIR agreed to continue its policy

of recommending that Dartmouth vote to abstain on all social issue proxy

resolutions for companies in which Dartmouth directly held shares if ACIR was

unable to review and make recommendations upon such resolutions or in

circumstances where ACIR either lacked a forum or did not feel that it was

adequately informed upon the issues being raised by a given resolution.

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ACIR made recommendations to the Dartmouth College Investment

Office on the voting of forty-eight proxy resolutions during the 2010 year. These

proxy resolutions dealt with the following social issues subject areas: banking

issues, corporate political activity, climate change, natural resources

management, toxic substances, equal employment opportunity, human rights,

industrial agriculture and animal welfare, labor rights, military and defense, and

sustainability. Every single ACIR recommendation was accepted by the

Investment Office and voted upon accordingly. The chart below provides a

summary of the recommendations made by ACIR in 2010.

Issues

Proxy

Resolutions

Voted

Proxy Resolutions Recommendations

Support

Oppose

Abstain

Banking Issues 1 1 0 0 Corporate Political Activity 16 9 6 1 Environment: Climate Change 4 3 0 1 Environment: Natural Resources

Management 3 2 0 1

Environment: Toxic Substances 1 1 0 0 Equal Employment Opportunity 2 2 0 0 Human Rights 8 6 2 0 Industrial Agriculture and Animal

Welfare 4 4 0 0

Labor Rights 2 0 0 2 Military and Defense 2 0 0 2 Sustainability 5 1 0 4 TOTAL 48 29 8 11

Appendix I to this Executive Report lists the resolutions, ACIR’s

recommendations, and shareholder support received by company name.

Appendix II lists the resolutions, ACIR’s recommendations and shareholder

support received by subject area. Appendix III contains the exact language of

each proxy resolution reviewed by ACIR in 2010.

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3. Screens to Prevent College Ownership of Shares of

Certain Companies with Operations in Sudan

Acting on recommendations from ACIR, in November 2005 the Board of

Trustees of Dartmouth College announced that it would bar College ownership

of shares in six publicly traded companies with operations in Sudan because

their activities amounted to direct complicity in the genocidal activities of the

government of Sudan in the Darfur region. Initially, ACIR identified six

companies with operations in Sudan that rose to that level of complicity.

Pursuant to the Board of Trustee’s direction, Dartmouth College’s Investment

Office created a Sudan No Hold List containing the names of those six companies

and created a mechanism with which to notify its managers as to the identity of

companies on the Sudan No Hold List.

After the creation of the Sudan No Hold List, ACIR recognized that it bore

the onus to ensure that the companies on the List continued to meet the criteria

set by the Board of Trustees and to recommend new companies for inclusion on

the Sudan No Hold List when necessary. Using a variety of resources, a

subcommittee of ACIR meets at least annually to review the operations of

companies on the Sudan No Hold List and to also review the operations of other

publicly held companies with operations in Sudan. The subcommittee then

forwards its recommendations for revisions to the Sudan No Hold List to ACIR

for approval. If ACIR accepts the subcommittee’s recommendations, ACIR

forwards them to the Investment Office for action.

Pursuant to this process, ACIR’s subcommittee forwarded additional

recommendations to ACIR on February 10, 2010, which were accepted by ACIR

and then submitted them to the College’s Investment Office on. These

recommendations requested that five companies be added to, three companies be

removed from, and twelve companies be retained on the No Hold List. The

Investment Office accepted ACIR’s February recommendations. As of this date,

the following seventeen companies are on Dartmouth’s Sudan No Hold List:

AREF Investment Group

AviChina Industry and Technology Company (AviChina)

China National Petroleum Company

China North Industries Group Corporation (CNGC/NORINCO)

Dongfeng Automobile Company

Egypt Kuwait Holding Company

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Kejuruteraan Samudra Timor Berhad

Kencana Petroleum Berhad

Mohammed Abdulmohsin Al-Kharafi & Sons

Mubadala Development Company

Muhibbah Engineering Berhad

PetroChina

Petronas (Petrolium Nasional Berhad)

Ranhill Berhad

Seadrill Ltd

Sinopec Group (China Petrochemical Corp.)

Total SA

ACIR will continue to monitor the situation in the Darfur region of Sudan

and of publicly traded companies with operations in Sudan’s oil sector or that

supply military equipment to the Sudan government. Absent any significant

improvement in the human rights situation in Sudan, ACIR anticipates that the

College will continue to maintain the Sudan No Hold List.

4. Access to Information about Dartmouth’s Holdings and to

ACIR’s Meetings

ACIR continues to make available to the Dartmouth community a listing

of Dartmouth’s direct holdings of publicly traded equities. This listing is

updated on a quarterly basis and is available for review during normal business

hours at Dartmouth’s Investment Office, which is located at 7 Lebanon Street,

Hanover, New Hampshire. In addition, members of the Dartmouth community

are welcome to attend ACIR’s regular weekly meetings in the spring.

5. Membership 2008

There were fifteen voting members of ACIR for during 2010 who were

recruited from the College’s faculty, administration, undergraduate and

graduate schools, and alumni.

In 2010, John M. Carey, Chair and Professor of Government, John

Wentworth Professor in the Social Sciences, served as Chair of ACIR for the third

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year. Other ACIR members included: Neeraja Bhavaraju, Tuck School of

Business ’11; Lindsay Coe, Dartmouth College ’00, Tuck School of Business ’08;

Nicholas Devonshire, Dartmouth College ’11; Eric V. Edmonds, Professor,

Department of Economics; Richard Howarth, Professor, Department of

Environmental Studies; Micaela N. Klein, Dartmouth College ’10; Catherine

Lark, Director of Risk and Internal Control Services; Mary T. Liscinsky, Senior

Associate Dean of the College; E. Amory Loring, Dartmouth College ’04, Tuck

School of Business ’11; Kristina Lynch, Professor, Department of Physics and

Astronomy; Fernando Rodriguez-Villa, Dartmouth College ’11; Myra L. S. Sack,

Dartmouth College ’10; Eamonn P. Smith, Investment Analyst, Office of

Investments; and Jed F. Sturman, Dartmouth College ’09, Tuck School of

Business ’11. Heather W. Huff, Director of the Investment Operations, served as

a non-voting member, and Allegra B. Lubrano, also a non-voting member,

served as ACIR’s Executive Administrator for the seventh year.

6. Executive Summary Conclusion

Individual shareholders, foundations, unions, religious organizations,

social investment funds, pensions and special interest groups filed nearly 400

such social issue proxy resolutions at public companies in 2010, demonstrating

the sustained efforts of such proponents to continue to engage public companies

on various social issues. Shareholders voted in support of more social and

environmental proxy resolutions than ever before in 2010. Several resolutions

filed at companies in which the College held shares received shareholder support

in excess of 35%,1 representing remarkable and unprecedented shareholder

attention and support for the social issues raised by the resolutions. There is

simply no question that shareholders will continue to seek transparency and

reporting from public companies regarding their operations, practices, policies,

and environmental stewardship, among other things. ACIR will continue to act

on the College’s behalf as a responsible shareholder by carefully and

thoughtfully reviewing social issues proxy resolutions filed at companies the

College owns shares of in 2011.

1 Resolutions filed at CVS Caremark, Halliburton and Lowe’s Companies requesting

disclosure of political contributions garnered shareholder support of 41.36%, 39.21% and 35.58%,

respectively; a resolution filed at Kroger Corporation requesting a report on climate change

impact assessment received 40.72% shareholder support; and a resolution filed at Halliburton

seeking a report on the company’s human rights policy received 39.92% shareholder support.

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APPENDIX I

INDEX TO ACIR RECOMMENDATIONS ON PROXY

RESOLUTIONS BY COMPANY

KEY: F = Recommended a vote in favor of resolution

O = Recommended a vote to oppose resolution

A = Recommended a vote to abstain on resolution

W= Withdrawn by proponent

P = Vote pending at time of report

Company Subject Area Rec. Support

Apple, Inc. Sustainability Reporting (climate change) F 8.61

Apple, Inc. Sustainability Reporting (est. board comm.) A 5.18

Bank of America Disclose Prior Government Service O 12.8

BB&T Banking Issues: Overdraft Policy F 23.6

BB&T Political Contributions Transparency F 30.7

Caterpillar Human Rights F 24.69

Chevron Corporation Environment: Climate Change F 8.56

Chevron Corporation Environment: Natural Resources Management F 26.77

Chevron Corporation Human Rights (Report on foreign operations) F 23.98

Chevron Corporation Human Rights (Establish committee) O 6.85

Chevron Corporation Human Rights (Report on foreign payments) F 7.11

Cisco Systems Sustainability Reporting (est. board comm.) A P

Citigroup Political Contributions Transparency F 30.26

Citigroup Affirm Political Non-Partisanship O 6.32

Coca-Cola Company Environment: Toxic Substances F 21.92

CVS Caremark Environment: Climate Change A W

CVS Caremark Political Contributions Transparency F 41.36

General Dynamics Military and Defense A 3.56

General Electric Labor Rights: Report on Pay Disparity A 9.82

Halliburton Human Rights F 36.92

Halliburton Political Contributions Transparency F 39.21

Hess Political Contributions Transparency F 27.67

Honeywell International Human Rights F 10.19

J.P. Morgan Chase Affirm Political Non-Partisanship O 6.3

J.P. Morgan Chase Labor Rights: Report on Pay Disparity O 5.83

Kroger Company Environment: Climate Change F 40.72

Lockheed Martin Military and Defense A 5.73

Lowe’s Companies Political Contributions Transparency F 35.58

McDonald’s Company Industrial Agriculture (CAK) F 5.13

McDonald’s Company Industrial Agriculture (cage free eggs) F 5.28

Microsoft Corporation Sustainability Reporting (est. board comm.) A P

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News Corporation Human Rights O P

Occidental Petroleum Environment: Natural Resources Management F 5.93

Occidental Petroleum Human Rights (Host Countries) F 6.66

Oracle Sustainability Reporting (est. board comm.) A 2.72

PepsiCo Inc. Charitable Contributions Transparency O 4.79

PepsiCo Inc. Corporate Political Activity (Public Policy Adv.) O 5.08

Smithfield Foods Environment: Climate Change F P

Smithfield Foods Industrial Agriculture F P

Valero Energy Environment: Natural Resources Management A 8.18

Valero Energy Political Contributions Transparency F 26.45

Verizon Communications Equal Employment and Diversity F 34.38

Wal-Mart Stores Corporate Political Activity (Public Policy Adv.) O 2.29

Wal-Mart Stores Equal Employment and Diversity F 14.56

Wal-Mart Stores Industrial Agriculture F 1.39

Wal-Mart Stores Political Contributions Transparency F 14.71

Wells Fargo Charitable Contributions Transparency A 5.33

Wells Fargo Political Contributions Transparency F 28.38

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APPENDIX II

INDEX TO ACIR RECOMMENDATIONS ON PROXY

RESOLUTIONS BY SUBJECT AREA

KEY: F = Recommended a vote in favor of resolution

O = Recommended a vote to oppose resolution

A = Recommended a vote to abstain on resolution

W= Withdrawn by proponent

P = Vote pending at time of report

BANKING ISSUES

Company Resolution Subject Rec. Support

BB&T Report on Overdraft Policy F 23.6

CORPORATE POLITICAL ACTIVITY


Bank of America Disclose Prior Government Service O 12.8

BB&T Political Contributions Transparency F 30.7

Citigroup Affirm Political Non-Partisanship O 6.32

Citigroup Political Contributions Transparency F 30.26

CVS Caremark Political Contributions Transparency F 41.36

Halliburton Political Contributions Transparency F 39.21

Hess Political Contributions Transparency F 27.67

J.P. Morgan Chase Affirm Political Non-Partisanship O 6.3

Lowe’s Companies Political Contributions Transparency F 35.58

PepsiCo Inc. Charitable Contributions Transparency O 4.79

PepsiCo Inc. Report on Public Policy Advocacy O 5.08

Valero Energy Political Contributions Transparency F 26.45

Wal-Mart Stores Report on Public Policy Advocacy O 2.29

Wal-Mart Stores Political Contributions Transparency F 14.71

Wells Fargo Charitable Contributions Transparency A 5.33

Wells Fargo Political Contributions Transparency F 28.38

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ENVIRONMENT: GLOBAL CLIMATE CHANGE


Chevron Corporation Report on Climate Change Risks F 8.56

CVS Caremark Adopt Climate Change Action Principals A W

Kroger Company Report on Climate Change Impact Assessment F 40.72

Smithfield Foods Adopt Goals to Cut GHG Emissions F P

ENVIRONMENT: NATURAL RESOURCES MANAGEMENT


Chevron Corporation Nominate Independent Expert to Board F 26.77

Occidental Petroleum Report on Chemical Risk Mitigation Policy F 5.93

Valero Energy Report on Rainforest Impacts A 8.18

ENVIRONMENT: TOXIC SUBSTANCES


Coca-Cola Company Report on BPA F 21.92

EQUAL EMPLOYMENT AND DIVERSITY


Verizon Communications Add Gender Identity to Non-Discr. Policy F 34.38

Wal-Mart Stores Add Gender Identity to Non-Discr. Policy F 14.56

HUMAN RIGHTS


Caterpillar Expand Human Rights Policy F 24.69

Chevron Corporation Report on Host Country Selection Criteria F 23.98

Chevron Corporation Establish Human Rights Committee O 6.85

Chevron Corporation Report on Payments to Foreign Governments F 7.11

Halliburton Report on Human Rights Policy F 36.92

Honeywell International Expand Human Rights Policy F 10.19

News Corporation Establish Human Rights Committee O P

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Occidental Petroleum Report on Adequacy of Host Countries Laws F 6.66

INDUSTRIAL AGRICULTURE AND ANIMAL WELFARE


McDonald’s Company Phase in Controlled Atmosphere Killing F 5.13

McDonald’s Company Phase in Cage-Free Eggs F 5.28

Smithfield Foods Phase in Controlled Atmosphere Killing F P

Wal-Mart Stores Phase in Controlled Atmosphere Killing F 1.39

LABOR RIGHTS


General Electric Report on Pay Disparities and Health Care A 9.82

J.P. Morgan Chase Report on Pay Disparity O 5.83

MILITARY AND DEFENSE


General Dynamics Report on Space Weapons Involvement A 3.56

Lockheed Martin Report on Space Weapons Involvement A 5.73

SUSTAINABILITY


Apple, Inc. Publish Sustainability Report F 8.61

Apple, Inc. Establish Board Level Sustainability Committee A 5.18

Cisco Systems Establish Board Level Sustainability Committee A P

Microsoft Corporation Establish Board Level Sustainability Committee A P

Oracle Establish Board Level Sustainability Committee A 2.72

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APPENDIX III

INDEX TO 2011 PROXY RESOLUTIONS BY COMPANY

1. Company: Apple, Inc.

Resolution: “Shareholders request that the Board of Directors prepare a sustainability report

describing corporate strategies regarding climate change, specifically to reduce greenhouse gas

emissions and address other environmental and social impacts such as toxics, recycling and

employee and product safety. The report, prepared at reasonable cost and omitting proprietary

information, should be published by July 2010.”

2. Company: Apple, Inc.

Resolution: “*Shareholders request that the company a]mend Article IV of the bylaws to add

a new section as follows:

4.2 Board Committee on Sustainability:

A) There is established a Board Committee on Sustainability. The committee is authorized to

address corporate policies, above and beyond matters of legal compliance, in order to ensure our

corporation's sustained viability. The committee shall strive to enhance shareholder value by

responding to changing conditions and knowledge of the natural environment, including but not

limited to, natural resource limitations, energy use, waste disposal, and climate change.

B) The Board of Directors is authorized in its discretion, consistent with these Bylaws and

applicable law to: (1) select the members of the Board Committee on Sustainability, (2) provide

said committee with funds for operating expenses, (3) adopt regulations or guidelines to govern

said Committee's operations, (4) empower said Committee to solicit public input and to issue

periodic reports to shareholders and the public, at reasonable expense and excluding confidential

information, on the Committee's activities, findings and recommendations, and (5) adopt any

other measures within the Board's discretion consistent with these Bylaws and applicable law.

C) Nothing herein shall restrict the power of the Board of Directors to manage the business and

affairs of the company. The Board Committee on Sustainability shall not incur any costs to the

company except as authorized by the Board of Directors.”

3. Company: Bank of America

Resolution: “[T]he stockholders of Bank of America . . . request the Board of Directors to

have the Company furnish the stockholders each year with a list of people employed by the

Corporation with the rank of Vice President or above, or as a consultant, or as a lobbyist, or as

legal counsel or investment banker or director, who, in the previous five years have served in any

governmental capacity, whether Federal, City or State, or as a staff member of any

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CONGRESSIONAL COMMITTEE or regulatory agency, and to disclose to the stockholders

whether such person was engaged in any matter which had a bearing on the business of the

Corporation and/or its subsidiaries, provided that information directly affecting the competitive

position of the Corporation may be omitted.”

4. Company: BB&T Corp.

Resolution: “[T]he shareholders request the Board of Directors to complete a report to

shareholders, prepared at reasonable cost and omitting proprietary information by November

2010, evaluating overdraft policies and practices and the impacts these practices have on

borrowers.”

5. Company: BB&T Corp.

Resolution: “*Shareholders 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 that,

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,

c. The internal guidelines or policies, if any, governing the Company’s political

contributions and expenditures.”

6. Company: Caterpillar

Resolution: “*S+hareholders request the Board of Directors to review and amend, where

applicable, Caterpillar's policies related to human rights that guide international and U.S.

operations, extending policies to include franchisees, licensees and agents that market, distribute

or sell its products, to conform more fully with international human rights and humanitarian

standards, and that a summary of this review be posted on Caterpillar's website by October

2010.”

7. Company: Chevron Corp.

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Resolution: “*S+hareholders request the Board to make available by the 2010 annual meeting

a report, omitting proprietary information and at reasonable cost, on Chevron's criteria for (i)

investment in, (ii) continued operations in, and (iii) withdrawal from specific countries.”


Resolution: “*S+shareholders request that Chevron establish a Human Rights Committee

with the responsibility to review and approve all policies and actions taken by the Company that

might affect human rights observance in countries where it does business, or where its products

and technologies are being sold or used. This Committee will follow the Universal Declaration of

Human Rights and will include high-level officials of Chevron, and respected outside human

rights experts (especially with knowledge of China's human rights situation) to help Chevron

understand the human rights impacts of Chevron business abroad.”


Resolution: “Shareholders request the Board of Directors to report by April 1, 2011, and on

an annual basis thereafter, at reasonable cost and omitting proprietary information, all taxes,

royalties, fees (including license and area fees), production entitlements and bonuses, broken out

by country, paid in the preceding fiscal year to governments in which the company operates.”


Resolution: “Shareholders request that, as the terms in office of elected board directors

expire, at least one candidate is recommended who:

has a high level of expertise and experience in environmental matters relevant to

hydrocarbon exploration and production and is widely recognized in the business and

environmental communities as an authority in such field, in each case as determined by

the companies board, and

will qualify subject to limited exceptions in extraordinary circumstances explicitly

specified by the board, as an independent director under standards applicable to the

company as an NYSE listed company, and

in order that the board include at least one such director satisfying the foregoing criteria,

which director shall have designated responsibility on the board for environmental matters.


Resolution: “Investors request Chevron's Board of Directors to prepare a report to

shareowners on the financial risks resulting from climate change and its impacts on shareowner

value over time, as well as actions the Board deems necessary to provide long-term protection of

our business interests and shareowner value. The Board shall decide the parameters of the study

and summary report. A summary report will be made available to investors by September 15,

2010. Cost of preparation will be kept within reasonable limits and proprietary information

omitted.”

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12. Company: Cisco Systems

Resolution: “[Shareholders request that the Board] amend the corporate Bylaws, by inserting

the following new Section 5.08:

Section 5.08 Board Committee on Environmental Sustainability: There is established a Board

Committee on Environmental Sustainability. The purpose of the committee is to review the

company’s corporate policies, above and beyond matters of legal compliance, in order to assess,

and make recommendations to enhance, the company’s policy responses to changing conditions

and knowledge of the natural environment, including but not limited to, natural resource

limitations, energy use, waste disposal, and climate change. Policy responses should include,

among other things, an assessment of the company’s disclosure of quantitative environmental

metrics.

The Board of Directors is authorized in its discretion, consistent with these bylaws and applicable

law to: (1) designate the membership of the committee, (2) provide the committee with funds for

operating expenses, (3) adopt a charter or resolution to specify the powers of the committee, (4)

empower the committee to solicit public input and to issue periodic reports to shareholders and

the public, at reasonable expense and excluding confidential information, on the Committeeâ€™s

activities, findings and recommendations, and (5) adopt any other measures within the

Boardâ€™s discretion consistent with these Bylaws and applicable law.

Nothing herein shall restrict the power of the Board of Directors to manage the business and

affairs of the company. The Board Committee shall not incur any costs to the company except as

authorized by the Board of Directors.”

13. Company: Citigroup

Resolution: “*Shareholders request that the company+ “provide a report, updated semi-















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14. Company: Citigroup

Resolution: “That the stockholders of Citigroup assembled in Annual Meeting in person and

by proxy, hereby recommend that the corporation affirm its political non-partisanship. To this

end the following practices are to be avoided:

(a) The handing of contribution cards of a single party to an employee by a supervisor.

(b) Requesting an employee to send a political contribution to an individual in the Corporation

for a subsequent delivery as part of a group of contributions to a political party or fund raising

committee.

(c) Requesting an employee to issue personal checks blank as to payee for subsequent forwarding

to a political party, committee, or candidate.

(d) Using supervisory meetings to announce that contribution cards of one party are available

and that anyone desiring cards of a different party will be supplied one on request to his

supervisor.

(e) Placing a preponderance of contribution cards of one party at mail station locations.”

15. Company: Coca-Cola Company

Resolution: “Shareholders request the Board of Directors to publish a report by September 1,

2010, at reasonable cost and excluding confidential information, updating investors on how the

company is responding to the public policy challenges associated with BPA, including

summarizing what the company is doing to maintain its position of leadership and public trust

on this issue, the company's role in adopting or encouraging development of alternatives to BPA

in can linings, and any material risks to the company's market share or reputation in staying the

course with continued use of BPA.”

16. Company: CVS Caremark

Resolution: “Shareholders of CVS Caremark Corporation (the "Company") urge the Board of

Directors (the "Board") to adopt principles for national and international action to stop global

warming, based upon the following six principles:

1. Reduce emissions to levels guided by science to avoid dangerous global warming.

2. Set short- and long-term emissions targets that are certain and enforceable, with periodic

review of the climate science and adjustments to targets and policies as necessary to meet

emissions reduction targets.

3. Ensure that states and localities continue their pioneering efforts to address global warming.

4. Establish a transparent and accountable market-based system that efficiently reduces carbon

emissions.

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5. Use revenues from the carbon market to:

* Keep consumers whole as our nation transitions to clean energy;

* Invest in clean energy technologies and energy efficiency measures;

* Assist states, localities and tribes in addressing and adapting to global warming impacts;

* Assist workers, businesses and communities, including manufacturing states, in a just transition

to a clean energy economy;

* Support efforts to conserve wildlife and natural systems threatened by global warming; and

* Work with the international community, including business, labor and faith leaders, to provide

support to developing nations in responding and adapting to global warming. In addition to

other benefits, these actions will help avoid the threats to international stability and national

security posed by global warming.

6. Ensure a level global playing field by providing incentives for emission reductions and

effective deterrents so that countries contribute their fair share to the international effort to

combat global warming.”

17. Company: CVS Caremark




















18. Company: General Dynamics

Resolution: “Shareholders request that, within six months of the annual meeting, the Board

of Directors provide a comprehensive report on General Dynamics' involvement in the space-

based weapons program, at reasonable cost and omitting proprietary and classified information.“

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19. Company: General Electric

Resolution: “*S+hareholders request the Board's Compensation Committee to initiate a

review of our company's executive compensation policies and make available, upon request, a

report of that review by October 1, 2010, omitting confidential information and processed at a

reasonable cost. We request that the Committee consider including in the report:

1. a comparison of the total compensation package of our company’s top executives and our

lowest paid employees, including health care benefits and costs, in the United States in July 2000,

July 2004 and July 2009.

2. an analysis of any changes in the relative size of the gap between the two groups and an

analysis and rationale justifying any such trend.

3. an evaluation of whether our top executive compensation packages, including, options,

benefits, perks, loans, health care and retirement agreements, would be considered "excessive"

and should be modified to be kept within reasonable boundaries.

4. an explanation of whether any such comparison of compensation packages, including health

care benefits, of our highest and lowest paid workers invites changes in executive compensation,

including health care benefits for departing executives, to more reasonable and justifiable levels;

and whether the Board should monitor the results of this comparison in the future--with greater

equity as the goal.”

20. Company: Halliburton

Resolution: “Shareholders request management to review its policies related to human rights

to assess areas where the company needs to adopt and implement additional policies and to

report its findings, omitting proprietary information and prepared at reasonable expense, by

December 2010.”

21. Company: Halliburton














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22. Company: Hess




















23. Company: Honeywell International

Resolution: “[S]hareholders request the Board of Directors to review and amend, where

applicable, Honeywell's Code of Business Conduct to include human rights as a guide for its

international and U.S. operations. We request a summary of this review by October 2010 and

suggest it be posted on the company's website.”

24. Company: J.P. Morgan Chase

Resolution: “[S]tockholders of J.P. Morgan assembled in Annual Meeting in person and by

proxy, hereby recommend that the Corporation affirm its political non-partisanship. To this end

the following practices are to be avoided:

(a) The handing of contribution cards of a single political party to an employee by a supervisor.

(b) Requesting an employee to send a political contribution to an individual in the Corporation

for a subsequent delivery as part of a group of contributions to a political party or fund raising

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committee.

(c) Requesting an employee to issue personal checks blank as to payee for subsequent forwarding

to a political party, committee or candidate.

(d) Using supervisory meetings to announce that contribution cards of one party are available

and that anyone desiring cards of a different party will be supplied one on request to his

supervisor.

(e) Placing a preponderance of contribution cards of one party at mail stations locations.”

25. Company: J.P. Morgan Chase

Resolution: “*S+hareholders request the Board's Compensation Committee initiate a review

of our company's executive compensation policies and make available, upon request, a summary

report of that review by October 1, 2010 (omitting confidential information and processed at a

reasonable cost). We request that the report include :“

1. A comparison of the total compensation package of senior executives and our employees'

median wage in the United States in July 2000, July 2004 & July 2009.

2. An analysis of changes in the relative size of the gap and an analysis and rationale justifying

this trend.

3. An evaluation of whether our senior executive compensation packages (including, but not

limited to, options, benefits, perks, loans and retirement agreements) are "excessive" and should

be modified to be kept within reasonable boundaries.

4. An explanation of whether sizable layoffs or the level of pay of our lowest paid workers should

result in an adjustment of senior executive pay to "more reasonable and justifiable levels" and

whether JPMorgan Chase should monitor this comparison going forward.”

26. Company: Kroger Company

Resolution: “Shareholders request that within 6 months of the 2010 annual meeting, the

Board of Directors provide a report to shareholders, prepared at reasonable cost and omitting

proprietary information, describing how Kroger will assess and manage the impacts of climate

change on the corporation, with specific regard to its supply chain, and plans to disclose such

information through public reporting mechanisms.”

27. Company: Lockheed Martin

Resolution: “Shareholders request that, within six months of the annual meeting, the Board

of Directors provide a comprehensive report on Lockheed Martin's involvement in the space-

based weapons program, at reasonable cost and omitting proprietary and classified information.”

28. Company: Lowe’s Companies







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29. Company: McDonald’s Company

Resolution: “*T+hat, in keeping with McDonald's stated commitments to food safety, animal

welfare and environmental issues, shareholders encourage the company to switch five percent of

the eggs in its U.S. locations to "cage-free" eggs by January 2011.”

30. Company: McDonald’s Company

Resolution: “*T+hat to advance the company's financial interests and the welfare of chickens

killed for its restaurants, shareholders encourage the board to require its suppliers to switch to

controlled-atmosphere killing (CAK), a less cruel method of slaughter, within five years.”

31. Company: Microsoft Corporation

Resolution: “*Shareholders request that the Board a+mend Article 2 of the corporate bylaws,

to add a new Section 2.13 as follows:

Section 2.13 Board Committee on Environmental Sustainability: There is established a Board

Committee on Environmental Sustainability. The purpose of the committee is to review the

company's corporate policies, above and beyond matters of legal compliance, in order to assess,

and make recommendations to enhance, the company's policy responses to changing conditions

and knowledge of the natural environment, including but not limited to, natural resource

limitations, energy use, waste disposal, and climate change. Policy responses should include,

among other things, an assessment of the company's disclosure of quantitative environmental

metrics.


law to: (1) designate the members of the committee, (2) provide the committee with funds for


empower said Committee to solicit public input and to issue periodic reports to shareholders and

the public, at reasonable expense and excluding confidential information, on the Committee's

activities, findings and recommendations, and (5) adopt any other measures within the Board's

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discretion consistent with these Bylaws and applicable law.

Nothing herein shall restrict the power of the Board of Directors to manage the business and

affairs of the company. The Board Committee on Sustainability shall not incur any costs to the

company except as authorized by the Board of Directors.”

32. Company: News Corporation

Resolution: “*Shareholders request that the Board] establish a Human Rights Committee

with the responsibility to review and approve all policies and actions taken by the Company that

might affect human rights observance in countries in which it does business, or where its

products or technologies are being used. This Committee will include high-level officials of

News Corporation and respected outside human rights experts who are in a position to help

News Corporation understand the human rights impacts of their activities abroad (especially in

China), and frame approaches to ensure that News Corporation does not contribute to human

rights abuses by foreign governments.”

33. Company: Occidental Petroleum

Resolution: “Shareholders request that the independent directors of the Board prepare a

report, at reasonable cost and omitting proprietary information, on the implications of a policy

for reducing potential harm and the number of people in danger from potential catastrophic

chemical releases by increasing the inherent security of OxyChem facilities through steps

including reducing the use, storage and transportation of extremely hazardous substances,

reengineering processes, and locating facilities outside high-population areas. The report should

be available to investors by August 2010.”

34. Company: Occidental Petroleum

Resolution: “*S+hareholders request the Board of Directors to conduct a review of the

company's policies and procedures that guide Occidental's assessment of host country laws and

regulations in the company's overseas operations, with respect to their adequacy to protect the

environment and the health and human rights of indigenous populations. Furthermore, be it

resolved that a report on the results of this review shall be made available to shareholders by

November, 2010. This report is to be prepared at reasonable expense and contain no proprietary

or confidential information.”

35. Company: Oracle

Resolution: “*Shareholders request that the Board+ amend Article 3, to add a new Section

3.03 as follows:

Section 3.03 Board Committee on Sustainability: There is established a Board Committee on

Sustainability. The purpose of the committee is to review the company's corporate policies, above

and beyond matters of legal compliance, in order to assess, and make recommendations to

enhance, the company's policy responses to changing conditions and knowledge of the natural

environment, including but not limited to, natural resource limitations, energy use, waste

disposal, and climate change.

Page 23


law to: (1) designate the membership of the committee, (2) provide the committee with funds for


empower the committee to solicit public input and to issue periodic reports to shareholders and

the public, at reasonable expense and excluding confidential information, on the Committee's

activities, findings and recommendations, and (5) adopt any other measures within the Board's

discretion consistent with these Bylaws and applicable law.”

36. Company: PepsiCo Inc.

Resolution: “*S+hareholders request the Board of Directors, at reasonable cost and excluding

confidential information, report to shareholders on the Company's process for identifying and

prioritizing legislative and regulatory public policy advocacy activities. The report should:

1. Describe the process by which the Company identifies, evaluates and prioritizes public policy

issues of interest to the Company;

2. Identify and describe public policy issues of interest to the Company;

3. Prioritize the issues by importance to creating shareholder value; and

4. Explain the business rationale for prioritization.”

37. Company: PepsiCo Inc.




















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38. Company: Smithfield Foods

Resolution: “Shareholders request that within six months of 2010 annual meeting, the

company adopt quantitative goals for reducing greenhouse gas emissions from its operations,

including animal-related sources, and report to shareholders on its plans to achieve these goals,

omitting proprietary information and at reasonable cost.”

39. Company: Smithfield Foods

Resolution: “*S+hareholders encourage the Board to issue a statement to Butterball LLC

(Butterball) encouraging the phase-in, within five years, of controlled-atmosphere killing for all

Butterball turkeys. If made, the statement should be issued by November 2010, and be made

available to Smithfield’s shareholders via the company’s web site.”

40. Company: Valero Energy

Resolution: “*Shareholders request+ that the company prepare a report to shareholders on

the impact of its global operations on rainforest sustainability. This report should be prepared at

reasonable cost and omit proprietary information.”

41. Company: Valero Energy




















42. Company: Verizon Communications

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Resolution: “Shareholders request that Verizon Communications, Inc., amend its written

equal employment opportunity policy to explicitly prohibit discrimination based on sexual

orientation and gender identity or expression, and to substantially implement the policy.”

43. Company: Wal-Mart Stores

Resolution: “The Shareholders request that Wal-Mart Stores Inc. amend its written equal

employment opportunity policy to explicitly prohibit discrimination based on sexual orientation

and gender identity or expression and to substantially implement the policy.”


Resolution: “The shareholders request the Board of Directors, at reasonable coast and

excluding proprietary information, report to shareholders on the Company's process for

identifying and prioritizing legislative and regulatory public policy advocacy activities. The

report may:

1. Describe the process by which the Company identifies, evaluates and prioritizes public policy

issues of interest to the Company;

2. Describe the process by which the Company enters into alliances, associations, coalitions and

trade associations for the purpose of affecting public policy;

3. Identify and describe public policy issues of interest to the Company;

4. Prioritize the issues by importance to creating shareholder values; and

5. Explain the business rationale for prioritization.”


Resolution: “The Shareholders request that Wal-Mart Stores Inc. amend its written equal

employment opportunity policy to explicitly prohibit discrimination based on sexual orientation

and gender identity or expression and to substantially implement the policy.”


Resolution: “*Shareholders request that+ to advance the company's financial interests and

the welfare of chickens and turkeys killed for its stores, shareholders encourage the board to

require the company's chicken and turkey suppliers to switch to animal welfare-friendly

controlled-atmosphere killing (CAK), a less cruel method of slaughter, within five years.”

47. Company: Wells Fargo

Resolution: “[T]he shareholders request the Company to list the recipients of corporate

charitable contributions of $5,000 or more on the company website.”

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48. Company: Wells Fargo




















Documents

DARTMOUTH COLLEGE ADVISORY COMMITTEE ON …finance/docs/acir_2010_exec_summary.pdf · page 1 dartmouth college advisory committee on investor responsibility executive summary prepared