On Corporate Governance matters:

Against all nominees to a board of directors unless the board or the slate includes at least one woman and one member of an ethnic minority.

Against proposals to re-elect all of a board’s members annually since this would maximize the power of anyone with enough money to buy over half the shares.

For staggered terms on corporate boards and different classes of stock with different amounts of votes. While the opponents of these practices talk about shareholder democracy, we believe they are really promoting dollar democracy. And under dollar democracy it becomes problematic for a corporation to incorporate patience, continuity or morality into its policies.

For increasing and empowering outside directors.

For disclosing more information about equal employment policies, environmental policies and overseas properties and contractors, if we believe the information can be provided without unreasonable expense.

On Executive Compensation:

Against the establishment of any stock option or stock ownership or performance incentive programs that do not include all tenured employees.

Against the re-pricing of out-of-the-money stock options and stock options with exercise prices set below the stock's market price on the day of the grant.

For proposals requesting companies to review and report on executive compensation and for proposals to review executive compensation as it relates to non-financial performance such as diversity, labor and human rights, environment, community relations, predatory lending, improvements in health care quality and other social issues.

For proposals requesting to take a shareholder vote on severance packages. We support the right of shareholders to vote on golden parachutes which we believe go above and beyond ordinary compensation practices.

On Shareholder Rights:

For cumulative stockholder voting for directors since this would enhance the ability of workers, communities, environmental groups and others to influence board membership.

For confidential voting to prevent management from identifying dissenting shareholders.

Against proposals that limit a shareholder's right to call special meetings because matters may arise between annual meetings.

For proposals to allow shareholders space in proxy statements to state their views on contested issues and for proposals to allow shareholders to nominate Director candidates on the company proxy as long as nominators own a substantial amount of stock and the nomination is not a frivolous one.

For most requests for more information or more study of potentially harmful product sales or production methods if we believe the information can be provided without unreasonable expense.