INVESTORS CALL ON 3M AND PENTAIR TO REVIEW POLITICAL CONTRIBUTIONS POLICIES

Transcription

1 INVESTORS CALL ON 3M AND PENTAIR TO REVIEW POLITICAL CONTRIBUTIONS POLICIES Questions Raised in Light of Controversial Donations and Affiliations Contacts: Shelley Alpern, Trillium Asset Management Corporation 617/ , x 248 Tim Smith, Walden Asset Management 617/ Adam Kanzer, Domini Social Investments 212/ October 28, 2010 Investors in 3M (NYSE: MMM) and Pentair (NYSE: PNR) are calling on the companies to amend their political contributions policies to conform to emerging best practices, in light of the companies controversial recent donations. At 3M (NYSE: MMM), the investment firms Trillium Asset Management Corporation ( Trillium ), Walden Asset Management ( Walden ) and Domini Social Investments ( Domini ) have filed a shareholder proposal calling for the company s independent directors to embrace full disclosure of political contributions covering direct and indirect political contributions to candidates, political parties, political organizations or ballot referenda; independent expenditures; and electioneering communications on behalf of a federal, state or local candidate. Collectively, the shareholders control nearly 480,000 shares of common stock in 3M worth over $40 million, and over 47,000 shares of Pentair worth $1.5 million. Trillium is the sole filer of the Pentair proposal. In September, state filings revealed a contribution of $100,000 by 3M to MN Forward, a political committee created to collect donations by corporations to make independent expenditure local elections. The committee was created in the wake of the Supreme Court decision s Citizen United v. Federal Election Commission decision that legalized such payments. With corporate funding, MN Forward has provided financial support to Minnesota gubernatorial candidate Tom Emmer. In his capacity as a state representative, Emmer has adopted a highly adversarial stance

2 toward the lesbian, gay, bisexual and transgender (LGBT) community. He opposes same-sex marriage and led an effort to deny LGBT couples full parental rights 1 in Minnesota. In addition, his campaign made a contribution 2 to a Christian hard rock ministry that praised Muslim countries that execute their citizens 3 for homosexuality as being more moral than even the American Christians. The Supreme Court s Citizens United decision earlier this year opened the floodgates for millions of corporate dollars being directly and indirectly injected into political contests and races. Independent political expenditure committees such as MN Forward have raised $375 million during the 2010 election cycle, according to the Center for Responsive Politics. 4 Trillium has filed a similar proposal at Pentair (NYSE: PNR), which made a $125,000 contribution to MN Forward. In August, Trillium, Walden and Calvert Asset Management Company filed similar shareholder proposals at Target Corporation (NYSE: TGT) and Best Buy (NYSE: BBY), which also made sizable contributions to MN Forward. Target and Best Buy made apologetic statements acknowledging objections to the contributions, but neither asked MN Forward to return the funds. Both companies are facing pressure from consumers through boycott campaigns. The shareholders are currently in discussions with Target and Best Buy. Shelley Alpern, Vice President at Trillium, said, At the heart of our shareholder proposals lie several questions. Do these companies have the internal checks and balances in place to evaluate the risks that accompany political giving? Do they take seriously the risk of boycotts when they support controversial candidates? And do they fully vet all of a candidate s positions, or simply cut a check based upon a third party organization s recommendation? Adam Kanzer, Managing Director and General Counsel of Domini Social Investments, added, "In January, the Supreme Court opened the door for corporations to influence the outcome of elections by financing advertisements that endorse or oppose candidates for office. Unlike many major companies, 3M has decided to accept this invitation and walk through that door. We believe these efforts present significant risks to our investments and to our democracy. If corporations intend to pursue this new avenue of political spending, we believe they should do so openly, and after a full review of all of the risks." In separate shareholder actions, Timothy Smith, Senior Vice President at Walden Asset Management, said investors are also pressing companies that sit on the board of the U.S See fn

3 Chamber of Commerce regarding the Chamber s political spending and its hard-line position on climate change reforms. Shareholder resolutions are being filed with companies such as IBM, Pfizer, Pepsi Cola and Accenture urging a review of the company s political spending policies and oversight. Walden, Trillium and Domini are among the group of investors who have filed the resolution at IBM. Nearly thirty companies 5 have donated over $1.5 million to MN Forward. About the shareholder proposal proponents Trillium Asset Management Corporation is the oldest and largest independent advisor devoted exclusively to sustainable and responsible investing. Walden Asset Management has been a leader in socially responsive investing since 1975, managing our clients' assets to achieve their specific financial and social objectives. Domini Social Investments is a New York City-based investment firm specializing exclusively in socially responsible investing. Domini manages funds for individual and institutional investors who wish to integrate social and environmental standards into their investment decisions. # # # # 5

4 3M SHAREHOLDER PROPOSAL Filed by Trillium Asset Management Corporation, Walden Asset Management, and Domini Social Investments, October 2010 Supporting Statement: The Supreme Court s Citizens United decision in January 2010 legalized the use of corporate funds to directly pay for ads supporting or opposing candidates and to contribute to state or local elections. 3M contributed at least $1.4 million in corporate funds since the 2002 election cycle. (CQ: and National Institute on Money in State Politics: In September 2010, 3M donated $100,000 to MN Forward, a group created in the wake of the Supreme Court decision to collect donations by corporations (Wall Street Journal (8/7/10) to influence the outcome of 2010 state races. MN Forward focuses on economic policies and appears to ignore a candidate s other positions in making endorsements and contributions. MN Forward made campaign contributions to a Minnesota gubernatorial candidate who is a vocal opponent of same sex marriage and full parenting rights for same sex households. This triggered demonstrations, petitions, boycotts and considerable negative publicity for Target and Best Buy, which also made significant contributions to MN Forward. The shareholders believe this example illustrates the risks posed by corporate political expenditures, whether made directly or indirectly, and the serious reputational consequences that could negatively affect the company and shareholder value. Corporate political spending is of increasing concern to investors and corporations. Over 75 S&P 500 companies now disclose political expenditures on their website, including half of the S&P 100. Shareholder resolutions urging such disclosure averaged more than 30% in favor in 2010, indicating strong concern. As long term shareholders of 3M, we support transparency and accountability regarding direct and indirect political contributions to candidates, political parties, political organizations or ballot referenda; independent expenditures; and electioneering communications on behalf of a federal, state or local candidate. In the aftermath of Citizens United, we believe the Board should review 3M s policies and practices regarding political spending and report results to shareowners, with particular attention to the potential risk of such contributions to our company s reputation and competitiveness.

5 Resolved: The shareholders request that the independent members of the Board of Directors provide a comprehensive report on 3M s: 1. Policies and procedures for political contributions and expenditures (direct and indirect) made with corporate funds, and the process for assessing their potential impacts on the company s public image, sales and profitability; 2. Monetary and non monetary contributions and expenditures (direct and indirect) used to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referenda. 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; and b. The title of the person or persons in the Company who participated in making the decisions to make the political contribution or expenditure. The report shall be disclosed to shareholders by Sept 2011.

6 Supporting Statement: PENTAIR SHAREHOLDER PROPOSAL Filed by Trillium Asset Management Corporation, October 2010 The Supreme Court s Citizens United decision in January 2010 legalized the use corporate funds to pay for ads supporting or opposing candidates directly and to contribute to state or local elections. In July 2010 Pentair donated $100,000 to MN Forward, a group created in the wake of the Supreme Court decision to collect donations by corporations (Wall Street Journal (8/7/10) to influence the outcome of 2010 state races. MN Forward focuses on economic policies and appears to ignore a candidate s other positions in making endorsements and contributions. MN Forward has made campaign contributions to a Minnesota gubernatorial candidate who is a vocal opponent of samesex marriage and full parenting rights for same sex households. This triggered demonstrations, petitions, boycotts and considerable negative publicity for Target and Best Buy, which also made significant contributions to MN Forward. The shareholders believe this example illustrates the risks posed by corporate political expenditures, whether made directly or indirectly, and the serious reputational consequences that could negatively affect the company and shareholder value. Corporate political spending is of increasing concern to investors and corporations. Over 75 S&P 500 companies now disclose political expenditures on their website, including half of the S&P 100. Shareholder resolutions urging such disclosure averaged more than 30% in favor of the resolution in 2010, indicating strong investor concern. In the aftermath of Citizens United, we believe the Board should review Pentair s policies and practices regarding political spending and report results to shareowners, with particular attention to the potential risk of such contributions to our company s reputation and competitiveness. As long term shareholders of Pentair, we support transparency and accountability regarding direct and indirect political contributions to candidates, political parties, political organizations or ballot referenda; independent expenditures; and electioneering communications on behalf of a federal, state or local candidate. Resolved: The shareholders request that the independent members of the Board of Directors provide a comprehensive report on Pentair s: 1. Policies and procedures for political contributions and expenditures (direct and indirect) made with corporate funds, and the process for assessing their potential impacts on the company s public image, sales and profitability;

7 2. Monetary and non monetary contributions and expenditures (direct and indirect) used to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referenda. 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; and b. The title of the person or persons in the Company who participated in making the decisions to make the political contribution or expenditure. The report shall be disclosed to shareholders by Sept 2011.