Social Responsibility

ON CORPORATE GOVERNANCE MATTERS

We endeavor to vote:

• 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 all nominees when the board of directors does not include a majority of independent directors.
• Against votes for nominees to the board of directors who serve on more than three other boards.

• 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.
• Against the appointment of auditors who receive fees from the company other than for audit or audit-related work.

• Against the removal of classified boards and 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.
• Against reincorporation outside the US if shareholder rights will be impacted or if the primary reason for reincorporation is tax avoidance.

• For increasing and empowering outside directors