Voting Guidelines

Overview

In order to provide guidance, consistency, and efficiency for recommendations on proxy proposals that raise issues of social responsibility, the ACCRIP drafted guidelines in 2003 based on its experience in evaluating proposals in previous proxy seasons.  These guidelines were approved by the Brown Corporation, and proxies covered by these guidelines are automatically voted in accordance.  Proxy proposals not covered by the guidelines are discussed by the ACCRIP and recommendations to vote in favor of such proposals are sent to the Corporation’s Proxy Committee for their consideration.

Policies on Social Issues, as amended – December 2007

In general:

Support proposals for reports and development of standards where cost does not appear excessive and when the intent is to inform and to focus management attention on issues of moral responsibility. Oppose proposals that are already adequately covered by existing relevant law, where the intent appears to be to expose the company to private agendas, or which would impose an unreasonable cost or administrative burden on the company. Proposals judged not to be covered by these guidelines will be reviewed by the ACCRIP.

Animal Rights
Banking and Insurance
Board Diversity
Charitable Contributions
Climate Change
Environmental Issues
Equal Employment Opportunity
Executive Pay
Genetically Engineered Products
Global Labor Standards
Health Issues / Abortion
Human Rights
Internet / Communication
Mexico
Military Issues
Northern Ireland
Nuclear Power
Pandemics
Political Contributions
Tobacco

Animal Rights:

Support management when issues are adequately governed by law or where practices are consistent with applicable U.S. federal and state laws and regulations.

Banking and Insurance Issues:

Oppose resolutions asking for analysis of the impact of structural adjustment programs on debtor countries' ability to repay loans, labor forces, natural resources, social and political stability, and potential for sustainable, democratic development. Oppose resolutions seeking community reinvestment programs. Support reasonable reporting requirements and codes of conduct in areas such as equal credit opportunity and corrupt practices.

Board Diversity:

Support resolutions to increase board diversity and oppose quotas.

Charitable Contributions:

Oppose limitations and reports on charitable contributions, as these are generally proposed to fulfill private agendas. Support resolutions where information is requested on charitable gifts that are to organizations where the top officers (the Proxy top five) or directors have a vested interest (i.e. are members of the board, committees, etc.)

Climate Change:

Support reasonable reporting of corporate greenhouse gas emissions and on actions to reduce these emissions, such as setting goals for emissions reduction and the development of alternative energy sources. Oppose resolutions intended to challenge the scientific consensus on climate change.

Environmental Issues:

Support the adoption of environmental guidelines/principles (e.g. Ceres Principles and the Global Reporting Initiative) and reasonable reporting of the adverse environmental impacts of corporate actions, plausible impacts of proposed actions, and corporate activities to mitigate these impacts. Support reports of all governmental fines paid due to environmental misconduct.

Equal Employment Opportunity:

Support resolutions asking management to issue reports and/or release EEOC report on work force composition. Support diversity, but oppose quotas. Support equal treatment for employees regardless of sexual orientation, including domestic partner benefits for gay and lesbian employees.

Executive Pay and Social Performance:

Support consideration of social performance as one of several criteria to determine executive pay. Oppose explicit linkage of executive pay to social performance when the proposal is narrowly defined, almost to the exclusion of attention to financial performance. Oppose resolutions based primarily on reporting comparisons of compensation for executives and lowest-paid employees.

Genetically Engineered Products:

Oppose resolutions requiring actions from corporations that cannot feasibly identify or influence the amount of genetically engineered materials incorporated in their products. Support resolutions requesting corporations to identify financial and social impacts as a result of regulatory or legal actions/sanctions due to health, environmental, or biological issues caused by the unintended distribution of genetically modified materials.

Global Labor Standards:

Support development of, reports on and compliance with codes of conduct.

Health Issues/ Abortion:

Oppose resolutions seeking policies of price restraint on drugs. Oppose resolutions seeking plans to inform women of the possible abortifacient action of any products when proposed in pursuit of an anti-abortion agenda. Oppose resolutions requesting spin-off of contraceptive business. Support resolutions in favor of the International Code of Marketing for Breastmilk Substitutes.

Human Rights:

Support resolutions seeking reports and codes of conduct on investment in countries where there are pervasive violations of human rights. Refer resolutions to limit or prohibit doing business in such countries to the ACCRIP.

Internet / Communication:

Support resolutions intended to increase access to the Internet and to promote the free exchange of ideas via the Internet.

Mexico:

Support Maquiladora resolutions on environmental and equal employment standards.

Military Issues:

Oppose most resolutions seeking to limit corporate involvement in military contracts on the grounds that this is a national issue and should be addressed in the political arena, not at the shareholder level. Support resolutions requiring reports on criteria for foreign military sales.

Northern Ireland:

Oppose resolutions in favor of the MacBride principles.

Nuclear Power:

Support proposals for reports on procedures for safe storage of nuclear waste only if the company has direct control over managing the waste.

Pandemics:

Support proposals seeking reports of the impact of pandemics (e.g. malaria, TB, HIV/AIDS) on company operations and/or on the actions a company is taking to prevent or treat these diseases in employees.

Political Contributions and Related Issues:

Support resolutions requiring disclosure to the stockholders (e.g. in the annual report) of policy, criteria and aggregate amounts of contributions. Oppose requirements to publish such reports in newspapers or to provide details of contributions. Oppose bans on political contributions.

Tobacco:

Support resolutions that seek to ban, limit, or seek the divestiture of operations that are involved with the manufacturing, distribution, marketing and sales of tobacco and related products.