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NEWS
ADVISORY
20 Apr 2002
BOISE
CASCADE: Seeds of Reform Planted
Roadless Controversy reveals underlying problems with
management
For
More Information:
Justin
Hayes [Idaho
Conservation League]
jhayes@wildidaho.org 208-861-6134
John Osborn [RR&CC
/ Sierra
Club]
josbornmd@yahoo.com 509.939-1290
Bart Naylor [Green CAP]
bartnaylor@aol.com 703.786-7286
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
compan 't enu l ' + " $ 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."
The
debate between the resolution's sponsor and Boise's
management is located in the proxy
statement
filed with the SEC and sent to all of Boise's
investors. The proxy debate points out that public
controversy has undercut the good will that Boise Cascade
needs to promote its products. Public good will is
especially important for Boise's brand name-sensitive Office
Products division, which now accounts for greater revenue
than its forest and paper products revenue combined.
Boise's management opposes the resolution, and has sharply
defended its handling of the roadless area issue.
The
shareholder resolution that Hayes will present would require
all directors to stand for annual elections. Presently
directors serve for three-year staggered terms. The
resolution's author, John Osborn, a Spokane physician and
conservationist, supported a similar resolution in 2000 that
won with an overwhelming two-thirds vote. Failure of
Boise's management to make the change prompted concerns from
Boise's investors.
"Annual
elections make directors more responsive to investors," said
Bart Naylor, director of Green CAP, the corporate
accountability project. "More responsive directors
lead to a more enlightened approach to profiting from
environmentally sensitive resources."
"The
quality of corporate governance and the quality of the
environment are inseparable," said John Osborn. "Green
shareholders have a critical role to play in corporate
policy--we know that long-term profitability is better
served through enlightened environmental
practices."
"Boise's
reputation with the nation's public is essential to the
company's long term success," said Hayes. "Public
image ultimately rests not on full-page ads, but by what the
company really does. Boise management's opposition to
roadless area protection is a symptom. Beneath the
roadless controversy are corporate governance problems in
need of fixing."
Investors
associated with Green CAP (Corporate Accountability
Project) have resolutions pending before several of
America's largest timber and railroad corporations. On
Tuesday green investors won two victories at Weyerhaeuser
corporation. Green CAP began in 1995 working to
promote shareholder oversight, build bridges with
institutional shareholders, and reform corporate
governance. Green CAP is a project of the Railroad
& Clearcuts Campaign, a nonprofit organization working
to champion the public interest in America's railroad land
grants through corporate and public land reform,
environmental protection and restoration, improving rail
transportation, promoting economic health, and righting
historic wrongs.
The
vote tally will be announced by the Board at the close of
the annual shareholders meeting.
___________________________________________
SCHEDULING & PROXY INFORMATION
BOISE
CASCADE
Where:
Powerhouse Event Center 621 South 17th
Street Boise, Idaho
When: 12 noon, Thursday, April 18, 2002
Boise's
Proxy Statement to Shareholders
(1)
Boise Shareholder Resolution: Board
Declassification
RESOLVED,
that the stockholders of Boise Cascade Corp. urge the board
to take the necessary steps to amend the Company's Bylaws,
in compliance with applicable law, to reorganize itself into
one class. The reorganization shall be done in a manner that
does not affect the unexpired terms of directors previously
elected.
(2)
Boise Shareholder Resolution: Shareholder
Rights
RESOLVED:
That shareholders urge that the board of directors will
solicit shareholder approval for any "shareholder rights"
plan that might be adopted, and that if this approval is not
granted in the form of a majority of the shares voted, then
any rights plan be redeemed.
____________________________________________________
ADDITIONAL RESOURCES AND
INFORMATION:
Change
Corporate America for 33 Cents: A self-help guide to
Shareholder Activism
(Appendix
3 contains cross-links)
Railroads
& Clearcuts Campaign
A
Photographic Essay: Legacy of Congress's 1864 Northern
Pacific Railroad Land Grant
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