SOCIALLY RESPONSIBLE INVESTING ADVISORY COUNCIL (FORMERLY SOCIALLY RESPONSBILE INVESTING WORK GROUP)

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1 SOCIALLY RESPONSIBLE INVESTING ADVISORY COUNCIL (FORMERLY SOCIALLY RESPONSBILE INVESTING WORK GROUP) CHRONOLOGICAL SUMMARY OF MEETINGS June 4, 1987 to February, /78 The Board of Trustees established an ad hoc committee, which reports to the Investment Committee, to study the moral and ethical issues raised by University investment policies. It is called the Investment Advisory Committee. 12/85 Resolution adopted by the Board of Trustees: that the University begin immediately the sale of investments in companies doing business in South Africa with the sale of stock to be completed in the academic year. 3/87 The Committee on Social Responsibility was established consisting of a trustee, faculty, staff, student, administrative representative, and ex officio non-voting member to develop proxy voting guidelines. 6/87 If there is no official position on a proxy matter; the Treasurer will vote an abstention. 6/87 Sent questionnaire to other educational institutions to determine their guidelines on proxy voting and social issues. 3/88 Chairman Althea Kroger proposed a title change to Committee on Socially Responsible Investment that was approved. 4/88 Resolution to Philip Morris calling for the end of all advertising and other promotion of its tobacco products - Committee missed filing deadline; would support a resolution to Philip Morris from Father Mike Crosby. The SEC denied Father Crosby s shareholder resolution on the grounds that a shareholder proposal cannot raise ordinary business issues. 1/89 The Committee presented a resolution to the Investment Committee calling for disclosure of information to shareholders pertaining to a corporation s dependency on weapons contracts which was rejected. 2/89 Since the Treasurer has retired, the Assistant Vice President will be substituted for Treasurer in the University Policy Regarding Shareholder Resolutions. The Advisory Committee shall develop proxy voting guidelines and review requests by any member of the University community to sponsor or cosponsor shareholder resolutions. 3/89 The Committee presented a resolution to the Investment Committee calling for disclosure of information to shareholders pertaining to any of a range of social issues. The proposal was rejected.

2 11/89 The Committee recommended a vote in favor of proxy resolutions calling for disclosure of information to shareholders pertaining to political contributions to congressional and presidential candidates by PAC or PAC s whose expenses the corporation helps defray and the corporation s policy on the passage of legislation that would reduce the role of PACs. A motion to the Investment Committee was presented but not seconded; therefore, the proposal was not acted upon. 5/90 The membership of the Committee was expanded to two trustees, two faculty, two staff, two students, one administrative representative and one ex officio non-voting member to help research issues. Six regular meetings will be scheduled per year. The principal mission solely was to advise on proxy voting issues. 11/90 Mr. Jon R. Eggleston, Esquire, addressed the Committee and provided references regarding the Securities and Exchange Commission s rules for proxy resolutions. 11/90 Father Edward Mahoney reported on the Investor Responsibility Committee at Saint Michael s College composed of one trustee, two faculty, two staff, two students, one stockbroker and the Treasurer as an ex-officio member. The Committee manages $100,000 of the Saint Michael s portfolio (60% invested locally / 40% in Calvert). The total portfolio of Saint Michael s College consists of sixty stocks. 5/91 The Committee developed a resolution that the University cease making direct investments in Companies involved in the production of tobacco products. The Investment Committee voted four to one to turn down the resolution. Even though the Committee recognized the health problems caused by smoking, it did not feel it was the responsibility of the Investment Committee to limit the investment opportunities of the University s managers. 2/92 Resolution approved by the Board of Trustee: The University will vote in favor of shareholder proposals that restrict the use of advertisements for the sale of tobacco products. 2/93 The Committee s process shall be, on request, to consider specific investment policy proposals based on moral, ethical or social criteria; review impact of any proposed policy including, but not limited to, it s affect on current and potential University investments; solicit input from the campus community at large; and forward investment policy revisions to the Investment Committee for consideration. 5/94 An open forum was held on June 28, 1994, to allow the community to express their views on investment options. 9/94 The Committee discussed a socially responsible investment vehicle. The Development Office explained the University community is interested in socially responsible issues; however, the highest priority of donors is for fiduciary responsibility, maximum total return and greatest available resources.

3 10/93 Resolution adopted by the Board of Trustees: The Treasurer shall instruct the University s investment managers to remove all restrictions on investments in companies doing business in South Africa. The Committee shall monitor events in South Africa and each May report to the Investment Committee. If events indicate that the country is moving away from the establishment of freedom and democracy, the Committee shall make appropriate recommendations, including possible re-establishment of investment restrictions. 10/94 Several investment options were proposed by Committee members and the Socially Responsible Investment Coalition recommending separate funds be established. 11/94 The Committee developed a resolution for the establishment of a separate Socially Responsible Endowment. 12/94 The Director for Service Learning reviewed the program at UVM as a linkage between the University and the Vermont community which may fit in with a socially responsible investment. 4/95 The University s General Counsel reviewed the proposed language for a socially responsible investment fund and noted the University s mission is to educate its students not lend money. 5/95 A working meeting to develop language for a socially responsible investment fund was held. 7/95 The discussion of a socially responsible investment fund continued. Several committee members felt it was time to move on; however, several students felt the issue should be pursued. 7/95 Adjustments in titles were made replacing Assistant Vice President for Financial and Personnel Services with Vice President for Administration and Treasury Specialist III. 7/95 The Green Mountain Student Co-op was trying to secure a $450,000 bond from VHFA and asked that the University to consider this as an alternative investment. It was determined the Co-op needed to first complete the necessary paperwork with VHFA before this could be considered. 9/95 The Development Office provided a list of remarks by major donors regarding a Socially Responsible Investing Option. All remarks were negative. An ad will be placed in the Vermont Quarterly questioning interest in a Socially Responsible Investment fund to benefit financial aid. 1/96 Required Committee meetings were changed from six per year to two per year, one each Semester.

4 1/96 Two responses were received from the ad in the Vermont Quarterly, both from alumni who were money managers interested in managing this fund. UVM employee interest in the Calvert s socially responsible investment vehicle for retirement funds is low also. 4/97 The Treasurer votes proxies that have shareholder resolutions only, unless a recommendation is received from one of our investment managers. She abstains on all shareholder resolutions unless there is specific policy (currently our only policy is on tobacco advertising); and she votes for all management resolutions. 4/97 Upon a decision by the Chairs of the Investment Committee and the Committee on Socially Responsible Investing, our subscription to the IRCC was canceled due to the increased expense. 4/97 A request was made to change the wording in the South African policy to delete the words and each May report to the Investment Committee from the policy. The Committee approved this change unanimously. 10/97 Required Committee meetings were changed from two per year to as specific issues need to be addressed. 4/98 The Committee brought forward two resolutions: First, the University of Vermont will vote in favor of shareholder proposals that reduce or eliminate involvement in the design, manufacture, or assembly of antipersonnel land mines; second, the University block from its portfolio any company under Department of Defense contract to assemble antipersonnel land mines. 5/98 The Board of Trustees approved a resolution: The University of Vermont will vote in favor of shareholder proposals that reduce or eliminate involvement in the design, manufacture, or assembly of antipersonnel land mines. 12/98 The Committee developed a resolution that the University of Vermont will deposit $100,000 with the Vermont Development Credit Union in a 24 month CD at the prevailing interest rate with the intent of this being a continuing investment. 2/99 The Investment Committee unanimously voted against the resolution brought forward on VDCU. It is the policy of the Committee to not direct investments but to manage managers. Moving funds as the resolution proposes can change the asset allocation and open the floodgates for many other groups. 6/00 The Committee was asked to look at socially responsible issues that would expand our limited proxy voting. The Chair asked all members to bring issues they consider important to the next meeting to discuss. 1/00 The Committee voted to recommend that the University of Vermont move forward to a tobacco-free investment policy. The Committee will undertake a review of the financial implications of this action and its relation to the mission of UVM.

5 4/00 The Committee brought forward a resolution: That the University of Vermont s Investment Committee of the Board partially divest of tobacco by adopting a tobacco free mandate for its large cap domestic equity allocation represented by the S & P 500 Index Fund and Iridian, and that tobacco companies will be defined as those receiving at least 25% of their revenues from the manufacture of tobacco as defined by the IRRC tobacco report. 6/00 The above resolution was taken to the Investment Committee at the May meeting where changes were recommended. After much discussion by the CSRI, the revised resolution will be presented to the Investment Committee at the August meeting. 6/00 The Committee was asked to look at socially responsible issues that would expand our limited proxy voting. The Chair asked all members to bring issues they consider important to the next meeting to discuss. 8/00 Resolution adopted by the Board of Trustees: that the University of Vermont s Investment Committee of the Board adopt a tobacco-free mandate for its endowment wherever possible, and that the tobacco companies will be defined as those receiving at least 25% of their revenues from the manufacture of tobacco as defined by the IRRC tobacco report, and that the University of Vermont will begin the tobacco-free mandate by moving its S&P 500 index fund to a tobacco-free S&P 500 index fund and will instruct Iridian to move to a tobacco-free mandate. 11/00 An IRRC (Investor Responsibility Research Center) 2001 subscription was purchased. Hard copy is in the Bailey-Howe reference section. 11/00 Discussion focused on sweatshops. A campus task force consisting of faculty and students have formed to discuss issues on sweatshops and bring them to this committee.. 2/01 The Board of Trustees voted to invest in the Common Fund s S&P Tobacco-Free Index Fund. The Investment Committee was unable to find a Tobacco-Free Fund that fit the criteria in the resolution passed without the extravagant cost of a customized fund. 10/01 The Board of Trustees invested in State Street s S&P Tobacco-Free Index Fund with a few modifications to the original resolution. 12/01 The Committee Chair approved discontinuing the IRRC subscription for not being utilized by the Treasurer s Office or by the students in the Library plus the high cost ($5,000) annually. 8/02 Proxy Votes and Shareholder Resolutions approved as follows: On any particular issue, the Vice President for University Relations & Operations, Treasurer or Treasury Management Specialist II of the University shall commit the proxy votes of the University in accord with specific guidelines developed by the committee on

6 Socially Responsible Investing and approved by the Investment Committee of the Board of Trustees. In the absence of such specific guidelines, except for matters of routine corporate business, the VP for University Relations & Operations, Treasurer or Treasury Management Specialist II shall cast an abstaining vote. In any instance when such specific guidelines do not exist, the Committee on Socially Responsible Investing may study the issue and develop a recommendation for the Investment Committee of the Board of Trustees. 2/03 Proxy Votes and Shareholder Resolutions: On any particular issue, the VP for Finance and Administration, Controller and/or Treasurer, or Treasury Management Specialist of the University shall commit the proxy votes of the University in accord with specific guidelines developed by the committee on Socially Responsible Investing and approved by the Investment Committee of the Board of Trustees. In the absence of such specific guidelines, except for matters of routing corporate business, the VP for Finance and Administration, Controller and/or Treasurer, or Treasury Management Specialist shall cast an abstaining vote. In any instance, when such specific guidelines do not exist, the Committee on Socially Responsible Investing may study the issue and develop a recommendation for the Investment Committee of the Board of Trustees. 2/03 Sponsoring or Co-Sponsoring Shareholder Resolutions: Any member of the University community may ask that the University become the sponsor or co-sponsor of a shareholder resolution. When such a request is made to the VP for Finance and Administration, he/she shall convene the CSRI and ask it to study the issue and develop a recommendation for the Investment of the Board of Trustees. The IC, in turn, will make a recommendation to the BOT. With regard to sponsoring or co-sponsoring shareholder resolutions, the University shall, with authorization from the BOT, enter cooperative efforts in association with other institutions of higher education or other shareholder. 4/03 Students Against War (SAW) brought a letter to the Chair of the Investment Committee in April demanding UVM to divest from Lockheed Martin, General Dynamics, and Boeing. In the letter they encouraged the Board to take action on this issue and to consider divestment. 5/03 A meeting of the CSRI was convened to discuss the letter from SAW and invite the students to present to the committee. No one from SAW or any other students attended the meeting There was a brief discussion among the members and it was tabled to the fall when the students will be invited to present their position again. 5/03 Chair asked the Committee to look at socially responsible issues that would expand our limited proxy voting and bring them to the next meeting in the fall. 5/03 There was a brief discussion of socially responsible investing by the committee. Chair asked all members to bring ideas and/or recommendations to the next meeting in the fall.

7 10/03 The Committee brought Joe Henzlik from Institutional Shareholder Services (ISS) to speak about his company s proxy voting services (~$6000) and portfolio screening (~6000). The Committee will meet in December to discuss the ISS services and look at socially responsible issues. 12/03 The Committee met to discuss taking a more active role in proxy voting on the following issues: animal welfare, environmental and human rights impact, discrimination based on sexual orientation, tobacco advertising to include the internet, and genetically engineered seeds, clarification of stock option plans to executives, and governance issues. 3/04 The CSRI approved two new resolutions and restated one resolution for proxy voting. These resolutions will go to the Investment Committee at their next meeting May 21, 2004 for approval. 5/04 The Investment Committee brought the three resolutions on proxy voting, two for tobacco and one on discrimination to the Board of Trustees which was approved on 5/22/04. They are: Tobacco Products: 2 separate resolutions below BE IT RESOLVED, the University of Vermont will vote in favor of shareholder proposals that restrict the use of advertisements for the sale of tobacco products via any media including but not restricted to television, print, or the internet. (replaces previous resolution 2/92) BE IT RESOLVED, the University of Vermont will vote in favor of shareholder proposals that are introduced for the purpose of ensuring that companies not engage in illegal activities through the sale of tobacco products to minors via the internet. Discrimination in Employment: BE IT RESOLVED, the University of Vermont will vote in favor of shareholder proposals that bar discrimination in employment based on sexual orientation. 10/04 Margaret Hummel, Chair CSRI, suggested that the committee bring forward to the Full Board the idea of expanding its role as a clearinghouse for socially responsible issues that come up. A more fitting name for this committee might be the Committee on Socially Responsible Activities of UVM. 8/05 Sponsoring or Co-Sponsoring Shareholder Resolutions: Any member of the University community may ask that the University become the sponsor or co-sponsor of a shareholder resolution. When such a request is made to the Vice President for Finance and Administration and Treasurer, he/she shall convene the Committee on Socially Responsible Investing and ask it to study the issue and develop a recommendation for the Investment of the Board of Trustees. The Investment Committee, in turn, will make a

8 recommendation to the Board of Trustees. With regard to sponsoring or co-sponsoring shareholder resolutions, the University shall, with authorization from the Board of Trustees, enter cooperative efforts in association with other institutions of higher education or other shareholder. 8/05 Proxy Votes and Shareholder Resolutions approved as follows: On any particular issue, the Vice President for Finance and Administration and Treasurer, Associate Vice President for Finance and Controller, or Senior Treasury Management Professional of the University shall commit the proxy votes of the University in accord with specific guidelines developed by the committee on Socially Responsible Investing and approved by the Investment Committee of the Board of Trustees. In the absence of such specific guidelines, except for matters of routine corporate business, the Vice President for Finance and Administration and Treasurer, Associate Vice President for Finance and Controller, or Senior Treasury Management Professional shall cast an abstaining vote. In any instance when such specific guidelines do not exist, the Committee on Socially Responsible Investing may study the issue and develop a recommendation for the Investment Committee of the Board of Trustees. 1/06 John Snow, Chair, wanted the Committee to be better educated and suggested that the they meet at least twice a year, with one of the meetings being in close proximity to the full Board of Trustees. February was the agreed upon month. It was suggested by several Committee members that they revisit the policy and procedures for the CSRI. 1/06 John Snow, Chair CSRI, requested the Treasurer s Office to look into the yearly cost for a subscription to the IRRC. 04/06 Chair John Snow called a special meeting for a presentation by a student organization called Students Take Action Now Darfur (STAND). Students presenting were Jeff Skoldbery and Archier Mou. A request had been received from this student organization for the University to consider divestment from companies engaged in business in Sudan. Schulumberger LTD is the only targeted equity in the S&P 500 Index and UVM invests in SSgA S&P Tobacco Free. The Committee unanimously voted to present a resolution to the Investment Committee and if it is approved by the Investment Committee it will be brought to the full Board of Trustees at the May Board Meeting. 05/06 The Board of Trustees approved a resolution revising the Committee on Socially Responsible Investment Charter: RESOLVED, that the POLICY STATEMENT ON MORAL, SOCIAL AND ETHICAL CONSIDERATIONS IN INVESTMENT AND SHAREHOLDER RESOLUTIONS shall hereafter read as revised below:

9 The primary objective of investment by the University is to provide a satisfactory return on investment for the support of University operations based upon the Prudent Investor Rule. However, this policy of fiscal prudence shall not preclude the University from considering moral, ethical, and social criteria in determining companies in which to invest. The University will take an active role on request in pursuing shareholder resolutions through proxy resolutions and other means in order to further its goal of investing in firms that produce safe and useful products in accord with moral, ethical, and social criteria. 05/06 The Board of Trustees approved a resolution regarding Sudan / Darfur: BE IT RESOLVED, The CSRI recommends that the Investment Committee and the Board of Trustees adopt a policy of targeted divestment from companies doing business with or otherwise aiding the governing regime of Sudan and that the divestment policy be based on the model developed by the Sudan Divestment Task Force, and, further that the university should implement such a divestment policy to the fullest extent possible consistent with its fiduciary responsibilities to the current and future university communities. WHEREAS, a balanced group of the University community has been convened as the Committee on Socially Responsible Investing and has studied the issue of genocide in the Darfur region of Sudan and has made recommendations to the Investment Committee of the Board of Trustees; THEREFORE, BE IT RESOLVED that the University will adopt and implement a policy of targeted divestment from companies doing business with or otherwise aiding the governing regime of Sudan based on the model developed by the Sudan Divestment Task Force to the fullest extent possible consistent with its fiduciary responsibilities; and BE IT FURTHER RESOLVED that the Committee on Socially Responsible Investment Will review and reaffirm this resolution on an annual basis. 9/06 Dissolution of CSRI in its current form as a standing subcommittee of the Investment Committee of the Board of Trustees (BOT). Work Group (with same membership) established under new committee structure under the purview of the Budget, Finance and Investment Committee. 9/06 CSRI work group met to decide next steps to bring to the Investment Committee; Suggested the University write its investment managers requesting them to avoid investing with top 20 offending companies going business with the governing regime in Sudan. Work Group was to follow up in days to review response from Companies. 9/06 Investment Committee approved a list of 20 specific companies for divestment and a plan

10 for divestment proposed by the work group of the CSRI. Chair Snow drafted letters which communicated the divestment directions and recommendations that were available depending upon the type of investment. The letters were sent out from Vice President for Finance and Administration J Michael Gower on 9/29/06. 10/06 Dissolution of CSRI: Memo was written on 10/11/06 by Vice President J Michael Gower to the Members of the Committee on Socially Responsible Investing. Per memo, to let you know about recent changes that have resulted in the dissolution of the CSRI in its current form as a standing subcommittee of the Investment Committee of the Board of Trustees (BOT). In the case of the CSRI, the work will be integrated into the BFI Committee, and the chairperson of that committee will appoint a work group to continue the work that has been previously accomplished through the CSRI. 11/06 Process for Action on Socially Responsible Investing Requests: The Committee on Socially Responsible Investing (CSRI) had been eliminated as a result of the Board s reorganization of committees. The Budget, Finance and Investment Committee took on the responsibilities formally managed by the CSRI for requesting from the community items for consideration. As needed, the Committee will appoint work groups to study issues and report back. It was proposed that the Committee would call for issues from the University community twice each year and would appoint ad hoc committees to address issues as needed. The Treasurer was directed to make the first call to the community. (J. Michael Gower wrote a letter to the UVM Community and was sent via on 1/4/2007) 11/06 Sudan Divestment Work Group met to discuss next steps to recommend: 1.) Price out separate account for indexed Tobacco/Sudan Free-how much?/what would tracking error be?; 2.) Work with State Street to get numbers and names of other investors in S&P 500 Tobacco Free to initiate discussion with other investors regarding changing that fund to Tobacco/Sudan Free; 3.) Ask Cambridge if anyone else already has Sudan Free funds. Chairman Snow also suggested that Cambridge be asked to keep BFI ( Budget, Finance and Investment Committee) updated on developing trends in socially responsible investment. 11/06 The Committee directed the Treasurer to pursue the following three recommendations presented by the Sudan Divestment workgroup; 1) work with State Street to initiate discussion with other investors in S&P 500 Tobacco Free regarding changing that fund to Tobacco/Sudan Free; 2) obtain cost, including fees and tracking error, for a separate fund that is Sudan/Tobacco free; and 3) inquire of Cambridge Associates as to the availability of other tobacco free/sudan free index funds in the market. Lastly, Chair McAneny reported that responsibilities of the former Committee on Socially Responsible Investing (CSRI) would be assumed by this Committee and that a work group of the same constituency membership as CSRI would be appointed to address issues as needed. The Committee will continue to make a call for issues from the

11 community twice a year and directed the Treasurer to make the first call to the community. 5/08 The Board approved the following SRIWG recommendation regarding proxy voting in favor of climate change action: BE IT RESOLVED, the University of Vermont will vote in favor of shareholder proposals that address climate change by calling for actions, reports or disclosures including but not limited to: Report on a company s climate change and/or carbon reduction strategies Disclosure of total greenhouse gas (GHG) emissions Report and/or reduction of greenhouse gas (GHG) emissions Increase energy efficiency of operations and/or products Increase investment in renewable energy sources Report on activities related to the development of renewable energy sources Report on company s compliance plans with international, national or regional climate agreements Report on company s efforts to adopt a recycling strategy Disclosure of risk assessment related to climate change 9/08 Board of Trustees formally recognizes the Socially Responsible Investing Work Group (SRIWG) as a standing Work Group and adds to their charge that representative terms should be for 2-years. 11/08 Four students from the Forest Crimes Unit (a student group) presented a proposal that the University consider divestment from the Kimberly-Clarke Corporation due to their practices of clear cutting forests. After deliberation, the Forest Crimes Unit was to bring forward further information and to refine their proposal. The Forest Crimes Unit was contacted several times to continue discussion of their proposal. The Leader of the Unit went abroad and the issue did not move forward. 11/08-5/09 Students Against War (SAW) brought forward a proposal recommending that the University divest from war profiteers. After many months of deliberation, the proposal was narrowed down to a resolution regarding divestment from companies manufacturing or distributing cluster munitions and/or military items containing depleted uranium. The final resolution was accepted by the full Board in May, The resolution requires reaffirmation annually until deemed no longer necessary. 3/09 A Sharepoint site was created to improve the efficiency of tasks the SRIWG has outside of meetings. It also serves as a reference tool. 4/09 The SRIWG invited Students Take Action Now Darfur (STAND) to provide an update on the situation in Sudan. Essentially, they reported that progress had been made, but

12 that the situation is still on-going. The Work Group recommended that the Board reaffirm the Sudan Divestment resolution, of which they did at their May 2009 meeting. 5/16/09 The Board approved the following resolution proposed by the SRIWG: Resolution Regarding Divestment from Companies Manufacturing or Distributing Cluster Munitions and/or Military Items Containing Depleted Uranium WHEREAS, the board reaffirms its commitment to Our Common Ground and its stated values of justice and responsibility ; and WHEREAS, the University s policy of fiscal prudence shall not preclude the consideration of moral, ethical and social criteria in determining companies in which to invest, and that the University will take an active role on request in pursuing shareholder resolutions through proxy resolutions and other means in order to further its goal of investing in firms that produce safe and useful products in accord with moral, ethical and social criteria; and WHEREAS, reaffirming the Declaration of the Oslo Conference on Cluster Munitions, by which, inter alia, States recognized the grave consequences caused by the use of cluster munitions and committed themselves to conclude by 2008 a legally binding instrument that would prohibit the use, production, transfer, and stockpiling of cluster munitions that cause unacceptable harm to civilians, and would establish a framework for cooperation and assistance that ensures adequate provision of care and rehabilitation for victims, clearance of contaminated areas, risk reduction education, and destruction of stockpiles; and WHEREAS, weapons containing depleted uranium have potentially harmful effects on human health and the environment and do so indiscriminately; BE IT RESOLVED, that the Budget, Finance & Investment Committee recommends University divestment from companies that are materially engaged in the manufacture of: a) Cluster munitions as defined by the Oslo Treaty of December b) Military equipment and/or weapons containing depleted uranium. BE IT FURTHER RESOLVED, that the Socially Responsible Investment Work Group will review and reaffirm this resolution on an annual basis. 12/4/09 Faculty member Gary Flomenhoft submitted a proposal suggesting that the University make investments more transparent by posting them on-line. The Work Group agreed that transparency was desirable and recommended to the Investment Sub-Committee that they make its best effort to improve access to the UVM endowment, especially online access, in the effort to move UVM closer to the best practices of fund disclosure illustrated by funds such as the Alaska Permanent fund and the Norway Government Pension Fund.

13 Professor Flomenhoft also proposed that the University adopt the guidelines used by the Norway Government Pension Fund global as an initial screen of UVM investments. The Work Group had many questions regarding how this would work in regards to the unique composition of the University s endowment. Student Benjamin Silverman and Professor Ian Stokes submitted a proposal for the University to divest from companies supplying weapons to the Israeli military. 2/19/10 The Work Group determined that the proposal submitted by faculty member Gary Flomenhoft did not fit their charge and decided to forward the recommendation to the Vice President for Finance and Administration. Benjamin Silverman and Professor Ian Stokes provided additional information regarding specific companies involved in supplying weapons to the Israeli Military. The Work Group indicated that the proposal was difficult to consider as it is focused on specific companies, rather than being criteria driven. The Work Group also struggled with how to define the offending behavior of these companies and agreed that a standard for culpability must be set, they agreed to continue to deliberate this. The SRIWG noted that a reoccurring question that has arisen since 2008 is how could the Work Group function more effectively? They began to ask whether they should be reactive body that considers proposals from the public, if they should be proactive in considering issues, or perhaps a hybrid function. 4/1/10 STAND was invited for their annual update regarding the situation in Darfur. They indicated that the situation continues to improve and that presidential and legislative elections were being held in Sudan for the first time in over 24 years. Although progress has been made, it was looking like Omar al-bashir was going to win the election, which would mean the crisis would likely continue. Based on this report, the SRIWG suggested the Board reaffirm the Sudan Divestment resolution, of which they did at their May 2010 meeting. The SRIWG also recommended reaffirmation of the Resolution Regarding Divestment from Companies Manufacturing or Distributing Cluster Munitions and/or Military Items Containing Depleted Uranium. Professor Ian Stokes attended to provide more information on his recommendation that the University divest from companies supplying weapons to the Israeli military. In summary, the Work Group agreed to continue deliberating the proposal, but requested that pertinent information and recommendations be summarized in a white paper. 4/12/10 Trustee John Snow had been leading the SRIWG for several years and retired from the Board in March, In deciding whom should be his successor, at their 4/1/10 meeting, the Work Group and administration agreed it would be helpful if the leader were an administrative member of the University rather than a Trustee. This was considered an improvement for several reasons, such as improving the chance that the leader would maintain a historical perspective of how the Work Group functions, and also to ensure that the leader had proficient knowledge of the University s endowment. At their April 12, 2012 meeting, the Executive Committee agreed this was a good way to proceed and University Controller Claire Burlingham approved as the Work Group s leader.

14 4/23/10 Professor Ian Stokes presented a whitepaper on his divestment proposal regarding divestment from companies supplying products and/or services to the Israeli military. Ana Ellis, UVM Class of 2010, provided an opposing view to the proposal. WG Leader Burlingham asked Professor Stokes to provide an updated list of companies for divestment so it can be determined if they are presently included in the University s portfolio. The Work Group decided that a mechanism needs to be put in place which solicits comments from the general public before discussion of the proposal could continue. Graduate Student Jon Zirkle presented a proposal suggesting the University divest from companies involved with gene patenting and genetically modifying crops. There were several components of this proposal and the SRIWG concluded that a great deal of research and revision of the proposal must occur. The Work Group also concluded that the call for issues process needed improvements in areas such as soliciting public feedback on proposals that are considered by the Work Group. They decided they would like to devote most of Fall 2010 to reviewing and revising their protocols. 9/30/10 The Executive Committee concurred that the SRIWG needed to review and revise their procedures and protocols to become a more effective group. It was agreed that the Vice President for Finance and Administration would still send out the call for issues, but would note that submitted proposals would not be considered by the Work Group until Spring 2010 in order to give them time to focus on how they function. The SRIWG met and discussed history of Group and started brainstorming improved procedures and protocols. 10/14/10 SRIWG met and received an update that two proposals had been submitted in response to VP for Finance and Administration s Richard Cate s call for proposals. One was a resubmission of a proposal to divest from the Israeli military and the other was concerning divestment from the Congo for human rights violations. The Work Group also established a prioritized work list addressing the need for revising their procedures and protocols. WG Member, Professor Stephanie Kaza, handed out information regarding the Sustainability Tracking, Assessment & Rating System (STARS) hosted through the Association for the Advancement of Sustainability in Higher Education (AASHE). 11/4/10 The SRIWG discussed research regarding peer institutions. They also discussed ways to solicit public comment. A reminder was given regarding assignments to be completed between meetings. 12/2/10 The SRIWG met and received an update that the two proposals submitted during the 9/10 Call for Proposals would not be considered until the Spring semester and after the WG had time to revise their procedures and protocols. WG Leader Claire Burlingham stated that she had a call with several Board leaders and Vice President Richard Cate to determine the expectations the Board had for the WG. The Board leaders had indicated that they would support changing the Call for Issues to occur once a year rather than

15 twice a year. They also indicated that they expect the SRIWG to be a reactive body rather than one who create their own proposals. They supported the idea of the SRIWG holding an Open Forum to hear proposals. Lastly, they encouraged the SRIWG to develop evaluation criteria to be used for deliberating proposals. The WG then discussed further ideas for the Call for Issues process which Leader Burlingham offered to write a formal recommendation to present to the Investment Subcommittee. The WG also discussed a proposed Conflict of Interest Policy to be forwarded to General Counsel for review. Professor Ian Stokes, whom led the proposal to divest from the Israeli Military had been in attendance and asked that the group continue to consider his proposal and also acknowledged he would be working with a student group to revise it. 2/17/11 The SRIWG met and acknowledged that the proposal submitted by Ian Stokes needed to be addressed and the best way to do so was to hold a Public Forum. The WG then determined rules of the Forum. WG Leader Burlingham presented a draft Call for Issues Process and the WG agreed it was ready to forward to the ISC for their review. The WG also had a general discussion regarding evaluation criteria and agreed to continue focus on establishing them. A communication plan and plan to solicit public comment from constituent groups was discussed but not finalized. The proposed Conflict of Interest Guidelines were reviewed by General Counsel and the WG agreed it was ready to submit to the ISC for approval. 3/2, 17 & 24/11 The SRIWG met March 2 and again discussed proposed evaluation criteria and agreed more revisions were necessary. They also brainstormed ideas for soliciting public comment. Leader Claire Burlingham presented a draft communication notices to be submitted to VP Cate for his review and distributed to the University community to alert them of the Public Forum to be held March 17 th to solicit feedback in regards to the Israeli Military divestment proposal. On March 17 th, the SRIWG held a UVM Community Open Forum to solicit feedback in regards to the Israeli Military Divestment proposal. There were 38 people who spoke, with twenty-four whom spoke against the proposal and 14 who spoke in support. On March 24 th, the SRIWG met and received an update from STAND regarding the current situation in Sudan. STAND stated the situation is still dire and recommended the SRIWG reaffirm the Resolution for Divestment from Sudan, of which the SRIWG agreed and voted forward to the ISC for their recommendation as well. The WG also decided to reaffirm the Resolution Regarding Divestment from Companies Manufacturing or Distributing Cluster Munitions and/or Military Items Containing Depleted Uranium, with the recommendation that reaffirmation be every 5 years rather than annually. The WG discussed the Public Forum held on March 17. After lengthy discussion, the group acknowledged that the community was quite divided in regards to the proposal and recommended the University not take a position on this proposal. The Work Group also encouraged Leader Burlingham to reach out to the proposers and encourage them to resubmit a more issue focused proposal. Ms. Burlingham agreed to follow up with General Counsel to determine the best way of articulating the decision and position of the

16 Group in order to release a statement. The Work Group decided not to move forward a recommendation to the ISC on the proposal as submitted. 4/13/11 The WG met and discussed the statement that was released regarding the decision to table the Israeli Military divestment proposal. The WG then discussed their charge and the idea was again brought up that the Group might transition to be proactive. The Group discussed SRI models at other institutions. 5/16/11 Director of the Office of Sustainability Gioia Thompson gave a presentation of AASHE s STAR program and how the University would currently score. The WG then went through a brainstorming exercise for potential ways to restructure the group. The WG determined the following as processes that are working: the SRIWG works as an instrument for soliciting input from the UVM community; there is good community interest; strong leadership with a chain of command; good participation from students, faculty and staff; representation from the university body is good; meetings are held regularly; professionalism of the group as whole. The WG determined the following as processes that are not working: the length of the process for proposals is too long; lack of clarity on the evaluation & screening criteria; ownership of a proposal is unclear; lack of participation by the Trustees; lack of clarity on the function of the group; narrow charge for the Work Group. The members also determined there is a need for more staffing of this group. They also stated the ideal structure would be a proactive body with the ability to make investment choices. They agreed to continue discussing this in the Fall and asked that they have an opportunity to meet with BFI. 1/24/12 Vice President for Finance and Administration Richard Cate explained the structure of the investment portfolio as well as encouraged that the SRIWG begin reconfiguring their structure. Work Group Leader Claire Burlingham updated the group on activities that occurred over the summer of She had shared the visioning exercise with the Investment Subcommittee (ISC) whom asked that she research best practices at peer institutions. General Counsel assisted in this research. A common trend found amongst public institutions was a focus on proxy voting. She recalled that several conference calls followed with Board leaders, during which the research was presented and next steps were discussed. The Trustees leaders instructed Vice President Cate to engage with student leadership to assist in restructuring the SRI outside of the Board umbrella. After Leader Burlingham s update, much discussion ensued. SRIWG and member Julie Nash noted that her experience in dealing with SRI in the finance industry is that the most effectiveness can be through shareholder proposals and proxy voting. Members expressed concern regarding the continuity and influence of the group and how to establish a selfperpetuating mechanism. They agreed to meet frequently over next several months to continue brainstorming the restructure.

17 3/16/2012 The entire meeting focused on the Work Group commencing their task of brainstorming their restructure. 3/29/2012 The Work Group voted unanimously to reaffirm the Resolution for Divestment from Sudan. They discussed the positive effects of proxy voting and shareholder resolutions. They discussed a draft document of the proposed work flow and open forum procedures form the new structure. They also discussed investment screens and filters. 4/17/2012 The work group discussed draft open forum procedures, membership & terms, ownership and monitoring of proposals, and brainstormed a draft charge for the new structure. 5/2/2012 Based on the work done over the Spring Semester, a draft whitepaper was created concerning a proposal for the restructure of the group. Following discussions, a few revisions were made and the Work Group approved the whitepaper. Work Group Leader Burlingham indicated she would present the white paper to the Vice President of Finance and Administration Richard Cate, whom would in turn present it to the Investment Subcommittee. The anticipation is that if the ISC approved the document, it would be considered by the Full Board of Trustees at their November meeting. The Work Group agreed that the current membership should continue to serve over the next academic year to ensure smooth transition to the new structure. In May of 2012, the whitepaper was presented to the ISC via an distribution. At their August 22, 2012 meeting, they approved a resolution authorizing the establishment of a Socially Responsible Investing Advisory Council that would serve under the supervision of the Vice President for Finance and Administration. The resolution will be considered by Budget, Finance Committee and then by the Full Board, at their meetings in November 7-8, If approved, the resolution would also dissolve the current Socially Responsible Investing Work Group. 1/23/2013 Members discussed the upcoming spring Town Hall Meeting, in particular efforts to communicate with the entire campus community about the forum. Members also discussed the new SRI Advisory Council structure and the relevance of various representatives from different factions of campus and the responsibility for communicating with and for these groups. Members discussed the creation of a new website that the Graduate Fellow will help build and update upon her arrival. Vermont Student Climate Culture requested that the university freeze new investments in fossil fuels. Richard Cate, V.P. for Finance and Administration is in contact with the Chair of the Investment Subcommittee about the new process for moving these requests forward. 2/25/2013 Most of the meeting was spent discussing the outcomes of the February 20 th Town Hall Meeting and how to move forward. Divestment from fossil fuels was the central issue brought forward by the university community. The members discussed moving recommendations through the new process. The Council then spent time on the details of the Student Climate Culture s (SCC) resolution for divestment. 3/11/2013 The Council discussed the group s role as one focused mainly on shareholder advocacy and proxy voting and how this affects the Council s role related to the proposal for

18 divestment from fossil fuels. Marie Tieman currently takes proxy votes according to their relevance to resolutions passed related to climate change, Sudan, land mines and tobacco companies. The Council discussed the process of developing shareholder resolutions as one possibility for consideration related to addressing fossil fuels. The Council officially voted in favor of taking up the issue of fossil fuel investments and passed a motion to recommend that the VPFA freeze all new investments in the top 200 fossil fuel companies, as proposed by the Student Climate Culture group. 3/29/13 The Advisory Council spent the meeting further discussing the feasibility of fossil fuel divestment. The group discussed hedge funds, mutual funds, the role of Cambridge advisors and the history of tobacco divestment. Lindsey Donovan, Assistant to the Controller described the university s investments and how decisions are made. The university s green image was also discussed in relation to the divestment proposal and the national conversation on fossil fuel divestment. 4/15/13 The group spent time examining an energy investments plan from Boston Common Assets Management, designed for clients interested in fossil fuel divestment. The Graduate Fellow shared research on fossil fuel divestment at other schools and described other options, including coal divestment and shareholder resolutions. After reviewing the Boston Common Assets plan, the group decides to model a proposal for the VPFA off of the Boston Common plan. This is not a proposal for full divestment, but will be framed as an Energy Investments Proposal designed to address fiduciary duty of the ISC subcommittee members and also move the conversation forward brought forth by students of the university. 4/29/13 The Graduate Fellow brings a draft of the Energy Investments Proposal modeled from the Boston Commons Plan, including new research on coal divestment and the university s current fossil fuel holdings. The group deliberates on what to recommend related to nuclear power, which is not a fossil fuel energy source. After discussion on wording of the document, the group agrees to look at a subsequent draft from the Graduate Fellow to be submitted to the VPFA by the end of May before adjourning for the summer. 9/17/13 Claire Burlingham updates the group on the Energy Investments Proposal. It has gone to VPFA Richard Cate, though the ISC did not meet over the summer due to an emergency. The group discusses creating an announcement to go on the website updating the university community on the status of the Energy Investments Proposal. Tim Johnson of the Burlington Free Press requested and has been given the report. Blackrock Natural Resources is no longer in the university s holdings, but not because of requests from students. 10/3/2013 The group spent the meeting discussing the upcoming Town Hall. Strategies for communication across the university and expectations for the even were covered. Members of the council expect a strong turnout by students advocating for fossil fuel divestment.