AFSCME.org Press Release Feed http://www.afscme.org/rss/press-releases AFSCME.org Press Releases Tue, 3 May 2011 05:00:00 +0000 AMPS en hourly 1 AFSCME Plan’s McEntee to JP Morgan Chase: “Don’t Hedge on Independent Board Chair; the Stakes Are Too High to Leave Jamie Dimon Unsupervised” http://www.afscme.org/news/press-room/press-releases/2012/afscme-plans-mcentee-to-jp-morgan-chase-dont-hedge-on-independent-board-chair-the-stakes-are-too-high-to-leave-jamie-dimon-unsupervised Fri, 11 May 2012 13:22:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscme-plans-mcentee-to-jp-morgan-chase-dont-hedge-on-independent-board-chair-the-stakes-are-too-high-to-leave-jamie-dimon-unsupervised “Wall Street greed and conflicts of interest drove our economy into a ditch. JP Morgan Chase shareholders need to act together and tell the board that we want meaningful controls over risk and real oversight of management. We need an independent chairman of the board. The stakes are too high to leave Jamie Dimon unsupervised. Dimon denied that the ‘London Whale’ was making risky bets, and now that this has turned out to be a fish story, shareholders need to step in.”

JP Morgan Chase (JPM) shareholders will vote next Tuesday May 15 at the company’s annual meeting on a shareholder proposal submitted by the AFSCME Employees Pension Plan (“the AFSCME Plan”) calling on JPM to adopt an independent board chair who will provide improved oversight and risk management.

The AFSCME Plan views the proposal as an important way to protect and enhance the economic value of its long-term investment in JPM because an independent board chair will refocus the company on better managing its economic risks, which will in turn protect and improve the value of its shares.

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AFSCME Statement on President Obama’s Remarks on Marriage http://www.afscme.org/news/press-room/press-releases/2012/afscme-statement-on-president-obamas-remarks-on-marriage Wed, 09 May 2012 15:15:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscme-statement-on-president-obamas-remarks-on-marriage “President Obama’s announcement today recognizes a fundamental American right – that every citizen is entitled to respect and dignity, and the equal protection of our laws. For too long, lesbian and gay Americans have been denied the right to marry the person they love, raise a family and live as equal citizens in our country. They are denied access to pension benefits, Social Security survivor benefits, family health and bereavement leave and family immigration rights. That discrimination harms all of us, not just LGBT Americans. We have an obligation to work to overturn unjust laws and amendments to state constitutions that codify prejudice and promote discrimination against fellow citizens. The President deserves praise for recognizing that this issue is about equality under the law and the right of all Americans to live their lives free from discrimination.”

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AFSCME Urges Shareholders to Remedy Excess Pay at Dean Foods http://www.afscme.org/news/press-room/press-releases/2012/afscme-urges-shareholders-to-remedy-excess-pay-at-dean-foods Tue, 01 May 2012 15:10:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscme-urges-shareholders-to-remedy-excess-pay-at-dean-foods AFSCME is recommending that shareholders of Dean Foods (DF) vote against the ratification of executive compensation at the company’s annual meeting on May 16, 2012.

“Greg Engles is living high on the hog but shareholders have been left with scraps,” said President Gerald W. McEntee, whose 1.6 million members participate in public pension funds with combined assets worth over $1.7 trillion. “The Compensation Committee at Dean Foods needs a wake-up call.  After almost 40% of its shareholders voted against Dean Foods pay last year, they’re still asleep on the job.”

Dean Foods Chairman and CEO Engles has averaged $20.4 million in compensation over the last six years despite an average stock decline of 11 percent over the same period.[1] Engles’ reported 2011 pay rose 46 percent from 2010 in spite of a $1.6 billion goodwill impairment charge.[2]

Download the background material on Dean Foods here.


[1] Sean Williams, "Tales From the Crypt: More Horrifying CEO Pay Packages," Motley Fool, March 26, 2012.
[2] 2011 Dean Foods 10-K, p. 9.

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AFSCME’s McEntee: Legislation Pits Women & Children’s Health Against Student Loans http://www.afscme.org/news/press-room/press-releases/2012/afscmes-mcentee-legislation-pits-women-childrens-health-against-student-loans Fri, 27 Apr 2012 16:10:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscmes-mcentee-legislation-pits-women-childrens-health-against-student-loans “Congressional Republicans used the tactic of divide and conquer in putting forth HR 4628. They are shamefully trying to pit funding for cervical cancer screenings and children’s immunizations against affordable student loans. It is a political smoke screen designed to shield their big business buddies,” stated AFSCME Pres. Gerald W. McEntee.

“House Republican leaders could have paved the way for American students to access affordable education loans by closing tax loopholes for big oil companies. But instead of asking big oil to pay their share, they choose to put women and children’s health on the chopping block. Basic American values should guide us, it is wrong to play politics with important medical screenings for cervical cancer, newborn health and child immunizations,” added McEntee.

“There is too much at stake to waste time on political games, we need a real solution that includes asking big oil to pay their fair share,” McEntee concluded.

H.R 4628 would postpone federal student loan rates through elimination of funding for breast and cervical cancer screenings, child immunizations, newborn screenings and disease control.

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AFSCME Remembers Mark Ayers, President of the Building and Construction Trades Department, AFL-CIO http://www.afscme.org/news/press-room/press-releases/2012/afscme-remembers-mark-ayers-president-of-the-building-and-construction-trades-department-afl-cio Tue, 10 Apr 2012 13:26:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscme-remembers-mark-ayers-president-of-the-building-and-construction-trades-department-afl-cio AFSCME Pres. Gerald W. McEntee and Secretary-Treasurer Lee A. Saunders issued the following statement today on the death of Mark Ayers, President of the Building and Construction Trades Department, AFL-CIO.

“The sisters and brothers of AFSCME are deeply saddened at the passing of Mark Ayers. Mark was a stalwart in the labor movement, a fierce advocate for his members and a good friend of AFSCME. Countless times, Mark led the way to unite disparate sections of the labor movement in the face of the attacks on our rights. The Labor movement lost a great leader and he will be missed dearly,” said AFSCME Pres. Gerald W. McEntee.

“Our heartfelt condolences, thoughts and prayers go out to Mark’s family, and the members of the Building and Construction Trades Department. His leadership and passion to fight for the rights of working men and women across this country will be missed,” added AFSCME Sec. Treasurer Lee A. Saunders.

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“Governor Scott Walker Has Egg On His Face” http://www.afscme.org/news/press-room/press-releases/2012/governor-scott-walker-has-egg-on-his-face Fri, 30 Mar 2012 19:50:55 -0500 http://www.afscme.org/news/press-room/press-releases/2012/governor-scott-walker-has-egg-on-his-face “After today’s decision by the Federal Court in Wisconsin, Governor Scott Walker has egg on his face. His budget repair bill, which strips the rights of working people was found to be unconstitutional. If that’s not a sign of radical over-reach then we don’t know what is,” said Marty Beil, Executive Director of AFSCME Council 24.

“Scott Walker was elected on a campaign of lies, and today his attempt to decimate his political foes was dealt a blow of mythic proportions. Make no mistake, this ruling raises the stakes in the recall election, and AFSCME members from across Wisconsin are energized and now more than ever ready to lead the fight in the upcoming recall elections of the governor and state senators. AFSCME will not rest until our members’ rights are restored and Governor Walker’s extreme right-wing agenda is stopped,” added AFSCME Council 48 Executive Director Rich Abelson.

“Workers rights to negotiate for fair wages, safe staffing levels and safe working conditions and collective bargaining are not fully restored by today’s decision. The remedy for Walker’s abuse of power is to take that power away from him in recall election to have a full vindication. The fight continue and will continue until the rights of hardworking public service workers are restored,” concluded Rick Badger, Executive Director of AFSCME Council 40.

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“A Step in the Right Direction to Make Sure Wall St. CEOs Are Held Accountable” http://www.afscme.org/news/press-room/press-releases/2012/a-step-in-the-right-direction-to-make-sure-wall-st-ceos-are-held-accountable Wed, 28 Mar 2012 11:40:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/a-step-in-the-right-direction-to-make-sure-wall-st-ceos-are-held-accountable “Wall Street greed and conflicts of interest drove our economy into a ditch. Today’s move is a step in the right direction to make sure Wall Street CEOs are held accountable to their shareholders and that taxpayers are not on the hook for their risky bets. AFSCME members participate in state and local government pension plans that are clients of Goldman Sachs. As clients we’re concerned that the practices of Goldman are not in the best interest of the clients they serve. The appointment of a lead director will provide a much needed and vital check on the company’s practices and conflicts of interest.”

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AFSCME Urges Shareholders to Remedy Excess Pay at Johnson & Johnson http://www.afscme.org/news/press-room/press-releases/2012/afscme-urges-shareholders-to-remedy-excess-pay-at-johnson-johnson Tue, 27 Mar 2012 12:00:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscme-urges-shareholders-to-remedy-excess-pay-at-johnson-johnson Today, AFSCME is recommending that shareholders of Johnson & Johnson (JNJ) vote against the ratification of executive compensation at the company’s annual meeting on April 26, 2012.

AFSCME advocated giving shareholders the right to vote on executive pay. “This is shareowners’ second year to use Say on Pay to register their disapproval of unwarranted CEO pay,” said AFSCME Pres. Gerald W. McEntee, whose 1.6 million members participate in public pension funds with combined assets worth over $1.7 trillion. “The JNJ Board needs to get its hearing checked. After almost 40% of its shareholders voted against CEO pay last year, they are still not listening.”

Johnson & Johnson paid Chairman and CEO William Weldon nearly $27 million for 2011 in spite of ongoing drug recalls, product liability and litigation expenses that helped to decrease JNJ’s consolidated 2011 earnings by $4.5 billion.[1] JNJ also benchmarks its executive pay above the pay of its peers. “This might work for Garrison Keillor,” added McEntee, “but we are clearly not in Lake Wobegon here. Bill Weldon does not deserve pay far above his peers after Johnson & Johnson’s reputation has been damaged and shareholder value destroyed on his watch. Excessive pay is a disease, and the prescription for investors is to just ‘Vote No.’”

Despite the continuing product recalls, mediocre 2011 results, ongoing lawsuits, government probes into products and marketing and a high vote against the JNJ say on pay vote in 2011, Weldon’s pay remained impervious to the bad news, dropping from a reported total of $28.7M in 2010 down to $27M for 2011.

Download the background material on Johnson & Johnson here.


[1] 2011 JNJ 10-K, p. 29.

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“House Republican Leaders Have Broken Promises to America Yet Again” http://www.afscme.org/news/press-room/press-releases/2012/house-republican-leaders-have-broken-promises-to-america-yet-again Tue, 20 Mar 2012 21:27:01 -0500 http://www.afscme.org/news/press-room/press-releases/2012/house-republican-leaders-have-broken-promises-to-america-yet-again “House Republican leaders, led by Rep. Paul Ryan, have broken their promises to America yet again. At a time when this country needs jobs, economic growth and protection for the most vulnerable Americans, Ryan’s budget does the exact opposite.

“Representative Ryan’s plan cuts Medicare and Medicaid, cuts job creation programs, cuts education, cuts infrastructure funding. And yet the only cuts the wealthy see in this plan are to their taxes. This plan reduces the 1 percent’s tax rates and forces working families to carry the burden. It is a disaster for working people, retired Americans, and the most vulnerable Americans. This budget sets the wrong priorities for our nation.”

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AFSCME Statement on the Passing of Congressman Donald Payne http://www.afscme.org/news/press-room/press-releases/2012/afscme-statement-on-the-passing-of-congressman-donald-payne Wed, 07 Mar 2012 10:21:47 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscme-statement-on-the-passing-of-congressman-donald-payne With the passing of Rep. Donald M. Payne, the fight for social justice, fairness and a strong middle class has lost a true champion. Congressmen Payne was a true friend and a staunch advocate for working families and for human rights. We are deeply saddened by his passing, but we know that the best way to honor his life and to keep his spirit with us is to push forward in the fight to protect the rights and needs of children, working families and senior citizens.

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AFSCME’s McEntee: Obama Budget Puts Middle Class First, Right-Wing Temper Tantrum Ensues http://www.afscme.org/news/press-room/press-releases/2012/afscmes-mcentee-obama-budget-puts-middle-class-first-right-wing-temper-tantrum-ensues Mon, 13 Feb 2012 12:00:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscmes-mcentee-obama-budget-puts-middle-class-first-right-wing-temper-tantrum-ensues “President Obama’s 2013 budget proposal acknowledges the simple truth that creating jobs and strengthening the middle class will build a stronger economy for everyone. The President calls on all Americans to pay their fair share; the budget makes important investments in infrastructure, schools and job creation. President Obama once again has put the needs of middle-class and working families above those of Wall Street brokers and hedge fund managers.

“The proposal will create jobs and move our country forward, yet right-wing Republican leaders are already throwing a temper tantrum – in an attempt to distract voters from the truth. We don’t need any more tax cuts for the wealthy, and we don’t need advice about fiscal responsibility from the people who ran up the biggest deficits in our country’s history. It’s time we all pay our fair share and help rebuild our country.

“The president’s budget asks all of us to pull together.  It offers real solutions to some of the biggest challenges facing America.”

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AFSCME Applauds President Obama’s Contraception Policy http://www.afscme.org/news/press-room/press-releases/2012/afscme-applauds-president-obamas-contraception-policy Fri, 10 Feb 2012 12:00:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscme-applauds-president-obamas-contraception-policy President Obama has announced a revision in the regulation that requires employers to include contraception coverage without co-pays. Before this revision, churches and others houses of worship were exempted from the regulation; however, religiously-affiliated hospitals, colleges and social services were not. Some representatives of these institutions, led by the hierarchy of the Catholic Church, raised concerns about the original regulation. In response, the administration issued a new rule that exempts religiously-affiliated organizations from providing this coverage as well.

Instead, the rule requires the insurer to reach out to employees of religiously-affiliated organizations and make the coverage available to them without charge. While the United States Conference of Catholic Bishops rejected this accommodation, the Catholic Health Association, Catholic Charities and the Association of Jesuit Colleges and Universities issued statements in support of the new rule.

On the Hill, Republican leaders in the Senate indicated that they would seek a vote on a measure that would allow any employer to exclude coverage for any health benefit to which they had moral or religious objections. The legislation is drafted so broadly that it would allow employers to refuse to cover a range of care including mental health services, screening for HIV and treatment for AIDS, treatment for smoking-related lung cancer, as well as contraception.

AFSCME Pres. Gerald W. McEntee issued the following statement today regarding the revised policy:

“We commend the Obama Administration for working to accommodate the concerns raised by religious organizations and preserve religious freedom, while at the same time ensuring that women will have access to contraception services. This resolution fulfills the promise of the Affordable Care Act that women will have access to the full range of preventive services without a copay, including contraception, no matter where they work.”

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AFSCME Calls for Congress to “Stop Their Games and Get to Work” http://www.afscme.org/news/press-room/press-releases/2012/afscme-calls-for-congress-to-stop-their-games-and-get-to-work Tue, 24 Jan 2012 22:12:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscme-calls-for-congress-to-stop-their-games-and-get-to-work “President Obama has a plan to move our country forward, create jobs and find real solutions. The choices Congress makes in 2012 will determine whether we save the middle class. We can do that by enacting President Obama’s jobs agenda. Or we can focus on misguided policies that do nothing but give more tax breaks to Wall Street financiers and transfer even more wealth to those at the top of the economic ladder.

“This nation cannot continue to be held hostage by corporate-backed politicians who have rejected every meaningful jobs plan. Their reckless games have already harmed the recovery and cost us our credit rating – all because they care more about political games than creating jobs. Unfortunately, Indiana Gov. Mitch Daniels’ response to the president is a clear indication that his party will pursue a policy of more of the same. It’s time for Congress to stop their games and get to work. It’s time to enact the president’s agenda for jobs.”

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Investors Announce New Shareholder Initiative Seeking Disclosure of Company Lobbying Activities http://www.afscme.org/news/press-room/press-releases/2012/investors-announce-new-shareholder-initiative-seeking-disclosure-of-company-lobbying-activities Thu, 19 Jan 2012 17:28:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/investors-announce-new-shareholder-initiative-seeking-disclosure-of-company-lobbying-activities Investors today announced the filing of shareholder resolutions at 40 corporations, for votes at 2012 shareholder meetings; the resolutions urge the corporations to report on lobbying expenditures, including indirect funding of lobbying through trade associations.

The investors believe that shareholders have the right and need to understand how company resources are spent in efforts to change both elections and public policy; hence, this lobbying disclosure initiative is a natural extension of an ongoing shareholder campaign, which encourages greater political spending transparency and accountability.  Specifically, the investors believe that enhanced lobbying disclosure will enable them to better evaluate business risk associated with their companies’ efforts to influence regulatory and legislative processes.

This position is consistent with that of U.S. Supreme Court Justice Anthony Kennedy, who, as author of the 5 to 4 majority decision in Citizens United v. Federal Election Commission stated that if given prompt disclosure of political expenditures, “Shareholders can determine whether their corporation’s political speech advances the corporation’s interest in making profits…”  While Justice Kennedy spoke of corporate expenditures aimed to influence elections, his logic applies equally to the need for lobbying disclosure.

While Citizens United and the focus on political expenditures have attracted a great deal of media attention, corporate lobbying expenditures extend far beyond campaign contributions.  A November 2011 study by Si2, funded by the IRRC Institute, entitled “Corporate Governance of Political Expenditures” found that in 2010, S&P 500 companies spent a total of $1.1 billion on political contributions and lobbying, with $979.3 million in federal lobbying expenditures comprising 87 percent of this spending[1]

Moreover, lobbying by trade associations to which corporations contribute is substantial, and the corporate contributions are largely unreported. In 2010 the U.S. Chamber of Commerce spent more than $132 million lobbying, making it the country’s largest lobbying group. Yet the Si2 study found that only 14 percent of S&P 500 companies disclose the portion of their trade association dues used to fund lobbying.

Thomas DiNapoli, Comptroller of the State of New York stated, “As a fiduciary, it’s important that companies in which the New York State Common Retirement Fund invest are open, transparent and demonstrate high standards of governance.”  DiNapoli’s office oversees the $133.8 billion state fund. “That’s why we’ve joined this year in filing resolutions urging companies to report to their investors about their lobbying priorities, oversight and corporate dollars spent.”

In fact, most companies do not provide even rudimentary disclosure on their lobbying expenditures and practices to investors.  Out of the S&P 500, the IRRC study found 64 percent of companies make no mention of lobbying activities, policies or oversight.  Furthermore, the study found that only 13 companies in the S&P 500 provide investors information on how much they spend on lobbying.

Corporate lobbying has also been used to weaken shareholder rights.  For example, in 2010, Chesapeake Energy participated in drafting an Oklahoma law requiring that publicly traded companies have classified boards.  In both 2008 and 2009, shareholder proposals calling for the declassification of the board, or annual elections of all directors, had received majority support from shareholders.  But instead of declassifying the board, Chesapeake lobbied to change Oklahoma law to require classified boards.[2]

Gerald McEntee, President of AFSCME stated, “The issue of lobbying and trade association payments by publicly held corporations is serious, and I am committed to pushing for real change.”

Timothy Smith, Director of Environmental, Social and Governance (ESG) Shareowner Engagement at Walden Asset Management and one of the coordinators of this initiative stated, “Over the last five years, investors increasingly have urged companies to disclose their spending aimed at influencing elections.  This year investors have taken a logical next step and asked companies to disclose their direct and indirect lobbying activities. Whether the issue is environmental impact, consumer protection, financial reform or shareholder rights, it is important for investors to understand how company dollars are spent to influence our laws and regulations by lobbying activities. While many companies have modest government affairs budgets, others spend tens of millions of dollars annually on lobbying directly and through trade associations.  We believe it is timely and appropriate for companies to be much more transparent.”

More than 40 investors joined in filing and co-filing the resolution seeking comprehensive disclosure of corporate lobbying; among them are New York State Common Retirement Funds; Walden Asset Management; the AFSCME Employees Pension Plan; Needmor Fund; PAX World Fund; Tides Foundation; Funding Exchange and Russell Family Foundation.  Also participating are faith-based investors such as CHRISTUS Health; Catholic Health East; Midwest Capuchin Franciscans; Sisters of St. Joseph of Boston; Sisters of Notre Dame Boston; Mercy Investment Services; Glenmary Home Missioners and Sisters of Notre Dame Toledo. This unique investor network is organized by the AFSCME Employees Pension Plan and Walden Asset Management, a division of Boston Trust & Investment Management Company.

Specifically, the resolution asks for disclosure of:

  1. Company policy and procedures governing lobbying, including that done on the company’s behalf by trade associations.
  2. Payments used for direct lobbying as well as grassroots lobbying communications.
  3. Membership in and payments to any tax-exempt organization that writes and endorses model legislation.
  4. Decision-making processes and oversight by management and the Board.

Among the companies receiving the shareholder resolution are 3M; Altria Group; AT&T; Bank of America; Chevron; Coca-Cola; ConocoPhillips; Devon Energy; Goldman Sachs; Johnson & Johnson; JPMorgan Chase; Occidental Petroleum; PepsiCo; Target; UPS and YUM! Brands.

The companies receiving lobbying disclosure resolutions for 2012 are

3M

Abbott Laboratories

Aetna

Altria Group

Amgen

AT&T

Bank of America

Caterpillar

CIGNA

Chesapeake Energy

CVS Caremark

Chevron

Coca-Cola

Comcast

ConocoPhillips

Devon Energy

Eli Lilly

General Electric

GEO Group

Goldman Sachs

IBM

Johnson & Johnson

JPMorgan Chase

Kraft Foods

Northrop Grumman

Occidental Petroleum

Peabody Energy

PepsiCo

Pfizer

PG&E

Southern

St. Jude Medical

Target

Union Pacific

United Parcel Service

UnitedHealth Group

Verizon

WellPoint

Yum! Brands

Zimmer Holdings

Filers of Lobbying Disclosure Resolutions

Pension Funds

New York State Common Retirement Fund

Labor

AFSCME Employees Pension Plan

AFL-CIO

Communications Workers of America

Service Employees International Union

Asset Management Companies

First Affirmative Financial Network

Green Century Funds

PAX World Funds

Sustainability Group, Loring Wolcott & Coolidge

Walden Asset Management

Zevin Asset Management

Foundations

Brainerd Foundation

Edward W. Hazen Foundation

Haymarket Foundation

Lemmon Foundation

Nathan Cummings Foundation

Needmor Fund

Russell Family Foundation

The Funding Exchange

Tides Foundation

Non-Profit Institutional Investors

Manhattan Country School

Religious Filers

Catholic Health East

CHRISTUS Health

Congregation of Benedictine Sisters, San Antonio

Dubuque Franciscans

First Parish Unitarian Church, Cambridge, MA

Franciscan Sisters

Glenmary Home Missioners

Jewish Voice for Peace

JOLT Coalition (Justice Organizers, Leadership & Treasurers)

Mercy Investment Services

Mount St. Scholastica

Northwest Women Religious Investment Trust

Province of St. Joseph of the Capuchin Order

Sisters of Charity, New Jersey

Sisters of Charity of the Incarnate Word, San Antonio, TX

Sisters of the Holy Names of Jesus & Mary U.S. Ontario Province

Sisters of Notre Dame de Namur, Boston

Sisters of Notre Dame, Toledo

Sisters of St. Dominic of Tacoma

Sisters of St. Francis, Philadelphia

Sisters of St. Joseph of Boston

Unitarian Universalist Association

Individuals

Daniel Altschuler

Gwendolen Noyes

Gun Denhart

Sample Resolution Language: Devon Energy

Disclosure of Lobbying Policies and Practices

Whereas, businesses, like individuals, have a recognized legal right to express opinions to legislators and regulators on public policy matters,

It is important that our company’s lobbying positions, as well as processes to influence public policy, are transparent.  Public opinion is skeptical of corporate influence on Congress and public policy and questionable lobbying activity may pose risks to our company’s reputation when controversial positions are embraced. Hence, we believe full disclosure of Devon’s policies, procedures and oversight mechanisms is warranted.

Resolved, the shareholders of Devon Energy Corp. request the Board authorize the preparation of a report, updated annually, and disclosing:

  1. Company policy and procedures governing the lobbying of legislators and regulators, including that done on our company’s behalf by trade associations. The disclosure should include both direct and indirect lobbying and grassroots lobbying communications.
  2. A listing of payments (both direct and indirect, including payments to trade associations) used for direct lobbying as well as grassroots lobbying communications, including the amount of the payment and the recipient.
  3. Membership in and payments to any tax-exempt organization that writes and endorses model legislation.
  4. Description of the decision making process and oversight by the management and Board for
    1. direct and indirect lobbying contribution or expenditure; and
    2. payment for grassroots lobbying expenditure.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation, (b) reflects a view on the legislation and (c) encourages the recipient of the communication to take action with respect to the legislation.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee of the Board or other relevant oversight committees of the Board and posted on the company’s website. 

Supporting Statement

As shareholders, we encourage transparency and accountability on the use of staff time and corporate funds to influence legislation and regulation both directly and indirectly as well as grassroots lobbying initiatives. We believe such disclosure is in shareholder’s best interests. Absent a system of accountability, company assets could be used for policy objectives contrary to a company’s long-term interests posing risks to the company and shareholders.

For example, a company may lobby directly or through a trade association to weaken the Foreign Corrupt Practices Act, or stop the Environmental Protection Agency from regulating climate change or trying to limit the Consumer Finance Protection Bureau.

Devon is actively involved in the American Petroleum Institute and National Association of Manufacturers –  both very active lobbyists.

Company funds of approximately $4.45 million for 2009 and 2010 supported direct federal lobbying activities, according to disclosure reports.  (U.S. Senate Office of Public Records) This figure may not include grassroots lobbying to directly influence legislation by mobilizing public support or opposition. Also, not all states require disclosure of lobbying expenditures.

We encourage our Board to require comprehensive disclosure related to direct, indirect and grassroots lobbying.

_______________________________

[1] Heidi Welsh and Robin Young, “Corporate Governance of Political Expenditures: 2011 Benchmark Report on S&P 500 Companies,” Sustainable Investments Institute & IRRC Institute, November 2011 (www.irrcinstitute.org).

[2] “Oklahoma Board Rule Benefits Chesapeake,” Wall Street Journal, July 11, 2011

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Imperial CEOs Targeted as AFSCME Employees Pension Plan Announces 2012 Shareholder Proposals http://www.afscme.org/news/press-room/press-releases/2012/imperial-ceos-targeted-as-afscme-employees-pension-plan-announces-2012-shareholder-proposals Tue, 17 Jan 2012 13:17:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/imperial-ceos-targeted-as-afscme-employees-pension-plan-announces-2012-shareholder-proposals The American Federation of State, County and Municipal Employees, AFL-CIO (AFSCME) Employees Pension Plan (“the AFSCME Plan”), today announced that it has filed 21 shareholder proposals designed to protect and enhance the economic value of its long-term investments. The Plan’s proposals would require greater director accountability, independent corporate board leadership, and greater transparency in the companies in which the Plan invests.

The AFSCME Plan, an institutional shareholder with more than $850 million in assets, has submitted the 21 shareholder proxy proposals for consideration at annual company meetings this spring. The Plan’s proposals are designed to increase corporate management’s accountability and transparency and better align the interests of management with those of shareowners. The changes sought through these proposals would reduce risks to the companies’ future performance and protect and improve the value of these companies’ shares.

“On Wall Street, the model of the imperial CEO who also serves as board chair has proven to be a failed experiment,” said AFSCME Pres. Gerald W. McEntee. “Our independent chair proposals are designed to make these boards un-beholden to an all-powerful CEO and chair and more accountable to their owners, the shareholders.”

The AFSCME Plan has filed proposals seeking independent board chairs, annual director elections, and reports on the risks to shareholders of corporate lobbying expenditures and aggressive corporate tax strategies.

“These 21 proposals will bring greater transparency and accountability when boards of directors fail to properly represent shareholders’ best interests. Additionally, as shareowners, we will review Say on Pay at all companies and voice disapproval for unwarranted CEO pay,” added McEntee.

Proposals have been filed at: Abbott Laboratories (ABT); Amazon (AMZN); American Express (AXP); Anadarko Petroleum (APC); AT&T (T); Bank of America (BAC); Boeing (BA); Chevron (CVX); Coca-Cola (KO); Dean Foods (DF); Emerson Electric (EMR); Goldman Sachs (GS); Janus Capital (JNS); Johnson & Johnson (JNJ); JPMorgan Chase (JPM); Kraft Foods (KFT); Lockheed Martin (LMT); Northern Trust (NTRS); Pfizer (PFE); Union Pacific (UNP); and Verizon (VZ).

Summary Attachment

Declassification:
Requiring annual elections of management increases management’s accountability to its shareholders. A proposal seeking the annual election of directors has been filed at Emerson Electric.

Independent Chair:
The role of a corporate board is to monitor management, and the person acting as chair runs the board. But if the board is led by a chair who is also the Chief Executive Officer (CEO) of the company, then the CEO effectively becomes his or her own boss. Requiring that different people fill the roles of chair and CEO avoids that fundamental conflict of interest. Proposals seeking independent chairs have been filed at American Express, Anadarko Petroleum, Dean Foods, Goldman Sachs, Janus Capital, Johnson & Johnson, JPMorgan Chase, Lockheed Martin and Northern Trust.

Lobbying Risk
Management’s unconstrained use of corporate funds to support lobbying activities that may be unrelated or deleterious to the company’s economic purposes is a risk to shareholder value.  Proposals asking that companies prepare an annual report disclosing their policies and payments for direct and indirect lobbying activities have been filed at Abbott Laboratories, AT&T, Bank of America, Chevron, Coca-Cola, Kraft Foods, Pfizer, Union Pacific and Verizon.

Tax Risk
Management’s actions taken to avoid or reduce taxation of its business activities can create risks for share value, from potential significant negative effects on financial results to financial restatements.  Proposals asking for a report disclosing a board’s risk assessment of the company’s actions to minimize taxes have been filed at Amazon and Boeing.

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AFSCME Plan to JP Morgan: End Dimon Double Duty http://www.afscme.org/news/press-room/press-releases/2012/afscme-plan-to-jp-morgan-end-dimon-double-duty Tue, 17 Jan 2012 12:59:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscme-plan-to-jp-morgan-end-dimon-double-duty The AFSCME Employees Pension Plan (“the AFSCME Plan”) today announced it filed a shareholder proposal asking JPMorgan Chase & Co. (JPM) to adopt an independent board chair.

The AFSCME Plan, an institutional investor with more than $850 million in assets and a long-term shareholder of JPM, submitted the shareholder proposal for consideration at JPM‟s 2012 annual meeting. The AFSCME Plan views the proposal as an important way to protect and enhance the economic value of its long-term investment in JPM and sees the proposal as a way to refocus the company on better managing its economic risks and protecting and improving the value of its shares.

“Jamie Dimon has gone from the ‘Last Man Standing’1 to ‘the Most Dangerous Man in America’2,” said AFSCME President Gerald W. McEntee, “and it is high time that the board of directors stepped in to manage risk at JP Morgan.”

JPM shares have declined almost 20% relative to the S&P 500 over the past year as the firm has faced significant additional legal and reputational risks3. According to Bloomberg, bad mortgages and foreclosure abuses have already cost JPM $16.3 billion.4 In addition to the serious financial consequences of the foreclosure fraud debacle, JPM has suffered reputational damage due to:

  • alleged involvement with Bernie Madoff5;
  • foreclosure actions taken against six active duty military personnel in violation of the Servicemembers Civil Relief Act6;
  • charges of having participated in an unlawful payment scheme to win business with Jefferson County, Alabama7; and
  • SEC enforcement actions leading to a settlement over allegations that JPM had misled its clients regarding a collateralized debt obligation (CDO).8

During this period, JPM CEO Jamie Dimon has also been acting as the board chair at JPM; Dimon has filled both roles for JPM since 2006. As Chairman of the Board, JPM CEO Jamie Dimon presides over the directors who establish his compensation. Dimon‟s pay increased from $1.3 million in 2009 to $27.8 million in 2010.9

JPMorgan has been at the center of controversy surrounding improper mortgage documentation. The Congressional Oversight Panel reported that for the critical 2005-2007 period, JPM and its subsidiaries constituted the third largest originator of US Mortgages and the largest underwriter of non-agency mortgage-backed securities.10 FBR Capital Markets analyst Paul Miller estimates that JPM faces losses of over $21 billion due to mortgage “putback” litigation.11

The AFSCME Plan believes that adoption of its proposal to require an independent board chair would be an important first step towards refocusing JPM on curing these problems and improving its economic performance.

“An independent chair would get JPMorgan executives focused on generating long term value for shareholders, rather than empire-building and big bonuses,” added McEntee.

Separation of the chair and CEO positions is a reform increasingly supported by both directors and institutional shareholders as instrumental in protecting the value of publicly held companies. In 2009, the Chairmen‟s Forum, a group of more than 50 current and former board chairs, directors, chief executives, investors and governance experts hosted by Yale‟s Millstein Center, endorsed the voluntary adoption of independent, non-executive chair of the board, finding that “[t]he independent chair curbs conflicts of interest, promotes oversight of risk, manages the relationship between the board and CEO, serves as a conduit for regular communication with shareowners, and is a logical next step in the development of an independent board.” Additionally, the number of U.S. companies moving to separate the chair and CEO positions has been increasing. Forty percent of S&P 500 companies now split the chair and CEO roles.

1 http://www.amazon.com/Last-Man-Standing-Ascent-JPMorgan/dp/B003STCKN0/ref=ntt_at_ep_dpt_1

2 http://baselinescenario.com/2010/04/03/the-most-dangerous-man-in-america-jamie-dimon/

3 Decline relative to S&P 500 was 19.52%. CapitalIQ as of January 9, 2012.

4 http://www.bloomberg.com/news/2011-09-16/mortgage-debacle-costs-u-s-banks-66-billion-as-bad-home-loans-sap-profit.html

5 http://www.sec.gov/Archives/edgar/data/19617/000119312511212045/d10q.htm

6 http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=112_house_hearings&docid=f:65867.pdf page 28

7 http://www.sec.gov/news/press/2009/2009-232.htm

8 http://www.sec.gov/news/press/2011/2011-131.htm

9 Institutional Shareholder Services report on JPM, May 13, 2011, page 13.

10 http://cybercemetery.unt.edu/archive/cop/20110402010313/http://cop.senate.gov/documents/cop-111610-report.pdf

11 http://www.thestreet.com/story/11239620/1/stop-bashing-the-banks-analyst.html

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AFSCME’s McEntee on New Hampshire Primary Results http://www.afscme.org/news/press-room/press-releases/2012/afscmes-mcentee-on-new-hampshire-primary-results Tue, 10 Jan 2012 21:02:00 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscmes-mcentee-on-new-hampshire-primary-results “Tonight marks another step forward in Mitt Romney’s quest to become America’s job-killer in chief. Greedy CEOs are surely toasting Romney’s win and his vision of eliminating workers’ rights and their unions. But the 99% and President Obama are hard at work on policies that will ask these fat cats bankrolling Romney’s campaign to pay their fair share so we can invest in efforts to create jobs in America.”

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AFSCME’s McEntee on Recess Appointments http://www.afscme.org/news/press-room/press-releases/2012/afscmes-mcentee-on-recess-appointments Wed, 04 Jan 2012 19:09:28 -0500 http://www.afscme.org/news/press-room/press-releases/2012/afscmes-mcentee-on-recess-appointments “By making these recess appointments, President Obama has once again stood up for the 99 percent and said ‘Enough!’ to Congressional Republican obstructionism. American families deserve to have dedicated servants protecting them from Wall Street abuses, egregious corporate activity and protecting the rights of working families and consumers. We commend President Obama for using his constitutional authority.”

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Iowa Caucus Results Show GOP is the Fraternity of the 1 Percent http://www.afscme.org/news/press-room/press-releases/2012/iowa-caucus-results-show-gop-is-the-fraternity-of-the-1-percent Tue, 03 Jan 2012 22:42:03 -0500 http://www.afscme.org/news/press-room/press-releases/2012/iowa-caucus-results-show-gop-is-the-fraternity-of-the-1-percent “Tonight’s Iowa caucus results further show that this year’s GOP field is the fraternity of the 1 percent. Once voters get a good look at the candidates it becomes crystal clear that they are desperately out of touch with the real world concerns of America’s working families. How else can you explain Mitt ‘corporations are people too’ Romney’s $10,000 bet, Newt’s shopping sprees at Tiffany’s?

“The GOP candidates do not have a single proposal that will help middle-class Americans struggling to get ahead. With millions of Americans out of work we need to create jobs not tax cuts for millionaires. Americans are looking for leaders like Barack Obama who will pull this nation together to solve the jobs crisis and rebuild the American Dream for all Americans.”

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AFSCME’s McEntee to Congress: Stop Playing Political Games and Help the Middle Class http://www.afscme.org/news/press-room/press-releases/2011/afscmes-mcentee-to-congress-stop-playing-political-games-and-help-the-middle-class Thu, 15 Dec 2011 17:06:35 -0500 http://www.afscme.org/news/press-room/press-releases/2011/afscmes-mcentee-to-congress-stop-playing-political-games-and-help-the-middle-class “With the end of the year looming, congressional Republican leaders thus far have refused to engage in meaningful negotiations over the terms of legislation that would continue the federal unemployment benefit program and the payroll tax.  If Congress fails to act before the close of this legislative session, millions of Americans who are without work will lose vital unemployment benefits and millions more will see their taxes go up.”

“More than 6 million unemployed American workers would lose a much-needed safety net should Congress strip them of the benefits that are set to expire by year’s end.  In addition, 160 million Americans would be forced to dig deeper into their emptying pockets to pay more in taxes in 2012. This is absolutely unacceptable.

“It is time to stop the partisan game playing and pass an extension of unemployment benefits and the payroll tax extension.”

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AFSCME’s McEntee: Overtime Pay Long Overdue for Nation’s 2.5 Million Home Care Workers http://www.afscme.org/news/press-room/press-releases/2011/afscmes-mcentee-overtime-pay-long-overdue-for-nations-2-5-million-home-care-workers Thu, 15 Dec 2011 15:47:00 -0500 http://www.afscme.org/news/press-room/press-releases/2011/afscmes-mcentee-overtime-pay-long-overdue-for-nations-2-5-million-home-care-workers The American Federation of State County and Municipal Employees, AFL-CIO (AFSCME) applauds the proposed reforms to the U.S. Department of Labor Fair Labor Standards Act regulations, which improve working conditions for home care workers. Since 1974, home care workers have been excluded from basic federal, minimum wage and overtime protections due to overly broad regulations and a hostile Supreme Court decision that converted a narrow exemption for companionship services into a wholesale exclusion of home care workers. The rule will ensure that home care workers have the protections of basic federal minimum wage and overtime rules, and will be paid fairly for the work they perform.

“In the wake of the worst recession in our lifetime, the denial of a basic minimum wage and no overtime is a double blow to the millions of home care workers who care for the most vulnerable in our society,” stated AFSCME Pres. Gerald W. McEntee. “This workforce is too critical to the independence and dignity of individuals with disabilities and older adults. Something had to be done to stabilize the workforce and address pay standards.”

The proposed DOL rules will provide home care workers – employed by an agency or other intermediary – the federal minimum wage and overtime pay when warranted. It will also narrow the legal definition of the “companionship” exemption to only cover fellowship and protection, as it was originally intended. The proposal also limits liability of families who hire individuals from agencies that fail to comply with the pay rules.

AFSCME has joined with organizations that work on behalf of the aged and people with disabilities in urging the Department of Labor to issue new rules pertaining to the companionship exemption. “Home care workers have become a lifeline for older Americans. Often they are the breadwinners for their families,” added President McEntee. “They provide physically and emotionally demanding care to their clients and deserve the protections afforded to other workers.”

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AFSCME Endorses President Obama for Reelection http://www.afscme.org/news/press-room/press-releases/2011/afscme-endorses-president-obama-for-reelection Tue, 06 Dec 2011 11:54:00 -0500 http://www.afscme.org/news/press-room/press-releases/2011/afscme-endorses-president-obama-for-reelection The 1.6 million-member American Federation of State, County and Municipal Employees Union, AFL-CIO (AFSCME) announced today their endorsement of Pres. Barack Obama for reelection in 2012. The AFSCME International Executive Board passed a resolution of endorsement at today’s International Executive Board Meeting.

“President Obama is the only choice for the 99%. We must put people back to work, make the 1 percent pay their fair share, and protect Medicaid, Medicare and Social Security. President Obama will stand up for working families,” said AFSCME Pres. Gerald W. McEntee. “Newt Gingrich and Mitt Romney have a prescription for the U.S. economy that was written by the same corporate interests that got us into this mess in the first place. We’ve all seen the depths the right-wing extremists governors will go to at the expense of working families, and we certainly don’t need that type of leadership in the White House. The GOP candidates just don’t get it, they are out of touch with reality. We believe that American voters are smarter than that and will say thanks but no thanks to their 1 percent agenda and work to re-elect President Obama to a second term.”

AFSCME’s Executive board voted to endorse today, and will now begin an extensive conversation with members and non-members nationwide. In 2008, AFSCME launched a one-of-a-kind nationwide campaign to elect President Obama. AFSCME recruited more than 40,000 activists, made more than 6 million calls to members and deployed hundreds of staff to 17 key battleground states to ensure a victory.

“It’s unbelievable that the GOP leadership and Presidential candidates are so eager to protect the Bush tax breaks for millionaires that they are willing to cut off benefits for the long-term unemployed and repeal a payroll tax cut,” added Michael Ebersole, a highway maintenance technician for the Florida Department of Transportation and Local 3106 AFSCME member. “President Obama’s call—to invest in innovation and infrastructure that will put people back to work today and build a strong foundation for the future—is what this country needs. I intend to work day and night to ensure this President gets a second term.”Barack Obama

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All the 99% Wants for Christmas Are Jobs http://www.afscme.org/news/press-room/press-releases/2011/all-the-99-percent-wants-for-christmas-are-jobs Fri, 02 Dec 2011 15:51:00 -0500 http://www.afscme.org/news/press-room/press-releases/2011/all-the-99-percent-wants-for-christmas-are-jobs “All the 99% wants for Christmas are jobs. Even last night, Senate Republicans voted to increase taxes on hard-working Americans instead of asking the 1 percent to pay their fair share,” said AFSCME Pres. Gerald W. McEntee. “Speaker Boehner, Majority Leader Cantor and the rest of the congressional Republicans certainly have made Santa’s naughty list this year and will end up with coal in their stockings. They continue to stonewall any effort to create jobs in this country. America’s working families’ one wish this holiday season would be for the Republicans to work for those who elected them and stop stonewalling the American Jobs Act.”

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Congress Must Now Refocus Their Energy on the Jobs Crisis http://www.afscme.org/news/press-room/press-releases/2011/congress-must-now-refocus-their-energy-on-the-jobs-crisis Mon, 21 Nov 2011 15:00:00 -0500 http://www.afscme.org/news/press-room/press-releases/2011/congress-must-now-refocus-their-energy-on-the-jobs-crisis “We are deeply dismayed that Congressional Republicans on the super committee once again were unwilling to stand up to Grover Norquist and the tea party to find solutions our country needs. The Democrats on the super committee came to the table willing to achieve significant deficit reduction without harming working families. Cutting programs like Medicare, Medicaid and Social Security would have a perilous impact on future generations. Congress must now refocus their energy on the jobs crisis in this country and defend the middle class instead of gouging them even further.”

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McEntee: Congressional Republicans Are Partying with the Tea Crowd while Working People Get Stuck with the Hangover http://www.afscme.org/news/press-room/press-releases/2011/mcentee-congressional-republicans-are-partying-with-the-tea-crowd-while-working-people-get-stuck-with-the-hangover Fri, 18 Nov 2011 16:30:00 -0500 http://www.afscme.org/news/press-room/press-releases/2011/mcentee-congressional-republicans-are-partying-with-the-tea-crowd-while-working-people-get-stuck-with-the-hangover “Make no mistake, today was a win for working families, for the 99 percent, as congressional Democrats stood their ground and rejected the balanced budget amendment and the deep cuts it would have made to Social Security, Medicare and Medicaid. The great majority of congressional Republicans once again stood up for the 1 percent by voting for the balanced budget amendment. It is clear that the extreme tea party agenda continues to be the mantra of Speaker Boehner, Majority Leader Cantor and the rest of the congressional Republican gang. Instead of standing with their constituents, they again kowtowed to the extremist, radical, right-wing agenda. Republican politicians are partying with the tea crowd, and it’s the regular working people that are stuck with the hangover.”

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