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News
Release
20 April 2002
Green
investors win supermajorities at Boise Cascade
Federal forest policy stance underscores need for
internal reforms
Justin
Hayes [Idaho
Conservation League]
jhayes@wildidaho.org 208-861-6134
Bart Naylor [Green CAP]
bartnaylor@aol.com 703.786-7286
John Osborn [RR&CC
/ Sierra
Club]
josbornmd@yahoo.com 509.939-1290
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."
Boise's
positions on federal forests and especially the company's
leading opposition to roadless area protection were used to
illustrate why reforms are needed in corporate
governance. "Polls have shown that the Roadless
Initiative enjoys majority support amongst the general
public," Hayes told the Directors and investors gathered at
the meeting. "The Board's decision to oppose this
popular wildland and wildlife protection measure has
resulted in increased public scrutiny of Boise
Cascade. The Boise Cascade product lines have become
increasingly associated with 'anti-environmental' policies
and practices."
There
is a direct link between Boise's positions on forest
policies and corporate governance. "The Board's recent
decision to phase out the cutting of old growth trees
reflects two important facts," Hayes said today. "One, the
Board is aware that being painted as anti-environmental has
negative consequences and the Board wants to avoid this
reputation and its consequences. Two, the Company's
long-term profitability is not tied to cutting virgin timber
stands. Shareholders are forced to wonder why the
Board can not apply this same clear thinking to the roadless
issue. Enlightened environmental stewardship helps
Boise Cascade's long-term profitability. The long-term
interests of Boise Cascade are best served by being able to
hold its corporate directors accountable for their
decisions."
The
resolution on director elections would change Boise
Cascade's present election process, which requires directors
be elected only once every three years. The other
winning resolution, "shareholder rights," would require
directors to consult with shareholders before adopting a
"poison pill": a corporate doomsday device that
would destroy the company if an investor exceeds a threshold
of ownership. Both resolutions are nonbinding on the
Board of Directors. Directors ignore shareholder votes at
their own peril.
"This
week's victories at Weyerhaeuser and Boise show that
environmentalists and Wall Street have common interests in
improving management of our important natural resource
companies," said Bart Naylor, director of GREEN
CAP.
VOTES
Annual election of directors
For: 38,044,887
Against: 9,276,059
Shareholder
rights
For: 34,260,091
Against: 13,090,779
___________________________________________
PROXY INFORMATION
BOISE
CASCADE
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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