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Political Disclosure Resolution
The following is the
model shareholder resolution drafted by the
Center for Political Accountability. It calls
on companies to:
- Identify the
corporate officers involved in the expenditure
decisions.
- Disclose their political
spending guidelines.
- Require the board
of directors to conduct oversight of the
company’s political spending.
Resolved, that the
shareholders of COMPANY (“Company”) hereby
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
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 through an
itemized report that includes the identity of
the recipient as well as the amount paid to
each recipient 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
The report shall be presented
to the board of directors’ audit committee or
other relevant oversight committee and posted
on the company’s website to reduce costs to
shareholders.
Stockholder
Supporting Statement
As long-term
shareholders of COMPANY, we support
transparency and accountability in corporate
spending on political activities. These
activities include direct and indirect
political contributions to candidates,
political parties or political organizations;
independent expenditures; or electioneering
communications on behalf of a federal, state or
local candidate.
Disclosure is
consistent with public policy, in the best
interest of the company and its shareholders,
and critical for compliance with recent federal
ethics legislation. Absent a system of
accountability, company assets can be used for
policy objectives that may be inimical to the
long-term interests of and may pose risks to
the company and its
shareholders.
COMPANY contributed at
least $AMOUNT in corporate funds since the 2002
election cycle. (CQ’s PoliticalMoneyLine:
http://moneyline.cq.com/pml/home.do and
National Institute on Money in State Politics:
http://www.followthemoney.org/index.phtml.)
However, relying on publicly available
data does not provide a complete picture of the
Company’s political expenditures. For
example, the Company’s payments to trade
associations used for political activities are
undisclosed and unknown. In many cases, even
management does not know how trade associations
use their company’s money politically. The
proposal asks the Company to disclose all of
its political contributions, including payments
to trade associations and other tax exempt
organizations. This would bring our Company in
line with a growing number of leading
companies, including Hewlett-Packard, Aetna and
American Electric Power that support political
disclosure and accountability and present this
information on their websites.
The
Company’s Board and its shareholders need
complete disclosure to be able to fully
evaluate the political use of corporate assets.
Thus, we urge your support for this critical
governance reform.