Green Cap - Corporate Accountability Project

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Bart Naylor
Director, Green CAP
bartnaylor@aol.com 
703.786-7286

John Osborn 
RR&CC, Sierra Club john@waterplanet.ws
509.939-1290

Weyerhauser

Potlatch

Boise

Plum Creek Timber Company

Exxon Mobil

Dominion Resources

Shareholder Activism

Change Corporate America for 33 Cents:
A self-help guide
to Shareholder Activism

Additional Sharholder Activism Resources

Railroads & Clearcuts Campaign

Railroads & Clearcuts Photographic Essay:
Legacy of Congress's
1864 Northern Pacific Railroad
Land Grant


Visits since 14 May 02.

HEADLINES

FULL HEADLINES INDEX

BART AND JOHN'S UPDATE ON CORPORATE REFORM
by Bartlett Naylor, Director, Green CAP and Dr. John Osborn, Chair (Railroads & Clearcuts Campaign), 11 July 2002

PRESSURING FOR A CHANGE TO BUSINESS AS USUAL
Shareholder activists, global reporting, and social investing combine in pressuring business to do better

Tide Pool, 20 May 2002

CONSERVATIONIST BRINGS A NEW YEAR'S RESOLUTION IN FRONT OF POTLATCH
JOHN OSBORN AUTHORED HIS FIRST SHAREHOLDER RESOLUTION IN 1996.

Spokesman-Review, May 14, 2002

POTLATCH:  Extravagant dividends bleed company of assets, 13 May 2002

INVADING THE BOARDROOM
Editorial, Post Register, Idaho Falls, ID, 4 May 2002

GREEN SHAREHOLDERS WIN REFORMS AT WEYERHAEUSER

BOISE CASCADE:  Seeds of Reform Planted
Roadless Controversy reveals underlying problems with management

GREEN INVESTORS WIN SUPERMAJORITIES AT BOISE CASCADE
Federal forest policy stance underscores need for internal reforms

ENRON LESSONS:  SHAREHOLDERS NEED TO GET INVOLVED
Green Investors Seek Management Accountability

BOISE RESOLUTION AND SUPPORTING STATEMENT

WEYERHAEUSER RESOLUTION AND SUPPORTING STATEMENT

 

 


ABOUT GREEN CAP:

NEWS


11 July 2002, Update
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BART AND JOHN'S UPDATE ON CORPORATE REFORM

by Bartlett Naylor, Director, Green CAP and Dr. John Osborn, Chair (Railroads & Clearcuts Campaign)

Summer, 2002

Dear friend of the Green Corporate Accountability Project:

Our efforts at corporate accountability won special attention from investors and media this spring.

BOISE CASCADE: At Boise Cascade, we tied the record for annual meeting votes, winning 80% on a proposal calling for annual director elections. We also scored a victory on a second accountability initiative, this one aimed at removing a layer of insulation of management known as a "poison pill." ... [FULL ARTICLE]


20 May 2002, WEB ARTICLE
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Pressuring for a Change to Business as Usual
Shareholder activists, global reporting, and social investing combine in pressuring business to do better

by DEREK REIBER

John Osborn, a Spokane physician, is looking to change the old motto "business as usual."

Working with a group called Green CAP (Corporate Accountability Project), Osborn and other stockholders in publicly held companies are looking to enact social and environmental change from the inside-out. Muscling their way into corporate boardrooms through the power of the pocketbook, Osborn and company have pressured companies through the issuing of shareholder resolutions, in the process using a central foundation of American capitalism -- shareholder ownership in a company -- to get companies to change their ways. [ FULL ARTICLE ]


14 May 2002, NEWSPAPER ARTICLE
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CONSERVATIONIST BRINGS A NEW YEAR'S RESOLUTION IN FRONT OF POTLATCH
John Osborn authored his first shareholder resolution in 1996.

It was a new approach for the Spokane physician and longtime conservationist. After years of testifying before Congress and appealing timber sales, Osborn figured that pressure from company shareholders might be the most effective avenue for long-term change.

Every spring -- when annual meetings crop up like a new growth of dandelions -- Osborn authors at least one shareholder resolution.

"Our effort is to find common ground between people concerned with the environment and Wall Street investors. Oftentimes, environmental problems are symptomatic of an underlying problem with corporate accountability," said Osborn, co-founder of the Spokane-based Lands Council.

This year, Osborn's target is the Potlatch Corp. [ FULL ARTICLE ]


13 May 2002, NEWS ADVISORY
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POTLATCH:  Extravagant dividends bleed company of assets

Investor calls for report, including Weyerhaeuser family’s role

SPOKANE__On Wednesday, May 15, investors of Potlatch Corp. will decide whether to prepare a report on the company’s dividend policy.  Paying high dividends at a time of historic losses is at the center of the debate over Weyerhaeuser family influence at Potlatch, one of the Inland Northwest's most powerful and influential corporations.

"The resolution seeks a thorough analysis of dividend policy, past and future," said John Osborn, a conservationist and Potlatch investor who is proposing the resolution.  "Management has been paying out high dividends even while the company has been suffering some of the worst losses in its 100-year history, closing plants, and taking out new loans." [ FULL RELEASE ]


4 May 2002, Editorial
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INVADING THE BOARDROOM
Our View: - Editorial, Post Register, Idaho Falls, ID

Here's an unexpected headline: Boise Cascade Corp. pledges not to cut down trees 200 years of age and older.

Now here's the story behind it: Conservationists spent most of the 20th century using the power of government to accomplish their goals. But as the 21st century opens, they've found a new tool - private enterprise. [ FULL EDITORIAL ]


20 April 2002, News Advisory
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GREEN SHAREHOLDERS WIN REFORMS AT WEYERHAEUSER

Investors approve resolution requiring board accountability through annual elections.

FEDERAL WAY, WASHINGTON   Today investors handed two major victories to conservationists working to improve management accountability.  A shareholder resolution requiring annual elections for each director won with 56 percent of shares voted.  The second resolution, commonly referred to as "shareholder rights" won with 57 percent of the vote. [ FULL RELEASE ]


20 April 2002, News Advisory
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BOISE CASCADE:  Seeds of Reform Planted
Roadless Controversy reveals underlying problems with management 

BOISE__Today Justin Hayes, program director for the Idaho Conservation League, will present two shareholder resolutions intended to reform management of Boise Cascade, one of the nation's largest forest products companies.  The resolutions ask for reforms in corporate governance to improve accountability:  requiring annual elections of directors, and requiring shareholder approval for "poison pills".  The resolutions will be voted on today at the company's annual shareholder meeting.

"Enron's collapse is a wake-up call that investor oversight is essential," said Justin Hayes of the Idaho Conservation League. "When directors are accountable for their actions, they perform better.  Boise's management has risked the company's good name and investments by opposing a hugely popular federal policy to protect roadless areas in the federal forests." [ FULL RELEASE ]


20 April 2002, News Advisory
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GREEN INVESTORS WIN SUPERMAJORITIES AT BOISE CASCADE
Federal forest policy stance underscores need for internal reforms

BOISE__Today green investors celebrated major victories at Boise Cascade only two days after similar victories at Weyerhaeuser.  By lopsided margins, investors handed two more major victories to conservationists working to improve management accountability within the nation’s forest products companies.  At Boise, a shareholder resolution requiring annual elections for each director won with 81 percent of shares voted.  The second resolution, commonly referred to as "shareholder rights" won with 72 percent of the vote.

"These victories signal to Boise's management that reform must come," said Justin Hayes, program director of the Idaho Conservation League who presented the resolutions.  "Boise's management has become dangerously out of step with the interests of its stockholders and the public." [ FULL RELEASE ]


April 15 ,2002, News Advisory
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ENRON LESSONS:  SHAREHOLDERS NEED TO GET INVOLVED
Green Investors Seek Management Accountability

In the wake of the Enron corporate collapse, investors associated with the environmental shareholder organization, GREEN CAP, will be offering a series of reforming resolutions at major timber and railroad corporations.  The SEC has approved resolutions for votes at the annual meetings of the following corporations:

April 16  Weyerhaeuser (presenter:  Sam Mace)

April 17    BNSF Railroad (presenter:  Bart Naylor )

April 18   Boise Cascade (presenter:  Justin Hayes)

May 7    Plum Creek (presenter:  Bart Naylor)

May 7   Georgia Pacific (presenter:  Bart Naylor)

May 15   Potlatch (presenter:  John Osborn)

"Enron illustrates a failure of shareholder oversight of management," said Bart Naylor, director of GREEN CAP, and former Chief Investigative Officer of the Senate Banking Committee.  "Green shareholders have a critical role to play in corporate policy--we know that long-term profitability is better served through enlightened environmental practices." [FULL RELEASE]

 

BOISE RESOLUTION AND SUPPORTING STATEMENT

The purpose of these resolutions is to improve Board accountability. I hereby propose the resolutions as explained in the company's proxy statement.

Boise Cascade shareholders require increased Board accountability because the current actions of the Board demonstrate that it is out of touch with the interests of stockholders, the general public and consumers. This endangers the long-term interests of the Company and stockholders alike. [FULL STATEMENT]

 

WEYERHAEUSER RESOLUTION AND SUPPORTING STATEMENT

Currently, Weyerhaeuser is composed of three classes of directors. Only a third of the board faces election each year; each individual director faces election once every three years. Such infrequent director elections reduce the accountability of each director to shareholders. Many shareholders have voiced growing concern about classified boards.

In the case of the Weyerhaeuser board, I am concerned that insulating management from the long-term interests of shareholders has led the Company to adopt policies that are not in the best interests of the company, or the communities in which the company operates.

I have a great deal of firsthand experience with Weyerhaeuser's logging practices and lackluster environmental stewardship. I grew up near Allegany, OR, a small logging community inland from Coos Bay, OR, downstream from Weyerhaeuser's massive logging operations on the Millicoma Forest. The vast majority of this 200,000-acre private forest has been clearcut logged, much to the detriment of the health of the forest, rivers, fish and wildlife. The bay and rivers have suffered from massive chemical pollution and nutrient loading. Once abundant wild coho salmon runs are now a fraction of what they once were.
[
FULL STATEMENT]