Fighting for Corporate Disclosure
All eyes seem to be on Wall Street these days, which is turning out to be good timing both for soul-searching CEOs and for reform activists taking aim at corporate money.
A far-flung corporate reform coalition is pushing to give shareholders a bigger voice in American companies’ political spending decisions, both through federal and state legislation and through new regulations at the Securities and Exchange Commission.
“Companies seeking political advantage actually might not be doing their shareholders any favors,” said Lisa Gilbert, deputy director of Congress Watch at Public Citizen, which is spearheading a strange-bedfellows coalition that includes some 75 government watchdog, labor and environmental groups, along with several prominent academics and corporate accountability advocates.
The coalition’s immediate focus is the Securities and Exchange Commission, which organizers argue is well-positioned to require more disclosure from companies engaged in political spending. In August, a group of 10 corporate and securities law experts petitioned the SEC to develop rules to require public companies to disclose all of their corporate political activities to shareholders.
“We all think that shareholders have a right to know what’s going on,” said Gilbert, who noted that the coalition is pushing to gin up a wave of public comments to the SEC on the petition. The coalition is also backing legislation both on Capitol Hill and at the state level that would require companies to report their political expenditures to shareholders.
Coalition members also plan to demonstrate at the shareholder meetings of several major corporations during proxy season this spring, targeting big companies such as AT&T, Bank of America Corp. and Goldman Sachs Group Inc. Shareholders already voiced objections at Target Corp.’s annual meeting this year, following a controversy and boycott involving Target’s political expenditures last year.
Shareholder support has grown in recent months for proxy resolutions that seek greater accountability and disclosure from companies that spend money on politics. The Center for Political Accountability, which endorses corporate watchdogs, partnered with 17 shareholder organizations on a letter to more than 400 CEOs, calling on them to join 88 major companies that have voluntarily agreed to involve their boards in and publicly disclose their political spending.
“My concern is that the corporate oversight of these kinds of contributions is fairly nonexistent,” said Julie Goodridge, CEO of NorthStar Asset Management Inc. of Boston. “And as shareholders, we can find ourselves in deep trouble. Shareholder value can diminish, and the company can be incredibly embarrassed because their brand and their reputation is at risk.”
Goodridge filed a petition without success on behalf of NorthStar on Tuesday at the Cincinnati shareholder meeting of Procter & Gamble Co., asking the company to give shareholders a say in its political giving decisions.
NorthStar accused Procter & Gamble of making political contributions at odds with its company values. Procter & Gamble has broad nondiscrimination policies for gay employees, for example, but according to a NorthStar analysis, some 40 percent of its political action committee contributions since 2009 have gone to lawmakers who voted in favor of “marriage protection legislation” and against repealing the now-defunct “don’t ask, don’t tell” policy that prevented openly gay service members in the military.
At the same time, a growing number of corporate leaders and business associations are hosting conferences and releasing white papers, handbooks and indexes that urge American companies to look more closely at how they spend political money. Even as public attention zeros in on the Occupy Wall Street movement and its offshoots, some CEOs are quietly signaling that they’ve already gotten the message.
Plenty of CEOs and corporate leaders are eager to spend aggressively on elections, particularly in the wake of the Supreme Court’s landmark Citizens United v. Federal Election Commission ruling to free up independent corporate and labor political spending. But in some corporate boardrooms, there’s a growing concern that big money can generate bad PR beyond just the activists in lower Manhattan.
Last month, business leaders with the Committee for Economic Development hosted a Washington, D.C., forum to release three public reports on corporate political spending — and to urge CEOs to stop showering big money on elections or to at least disclose what they spend.
On Oct. 20 the Conference Board, a business membership and research association, will hold a similar symposium in Manhattan hosted by its Committee on Corporate Political Spending, which includes representatives from big companies such as Merck & Co., Microsoft Corp., Pfizer Inc. and the Campbell’s Soup Co.
The symposium’s emphasis is on “corporations helping corporations,” said Marcel Bucsescu, the Conference Board’s manager of corporate leadership. The event will include remarks by Washington, D.C., election lawyer and former FEC Commissioner Trevor Potter and will cover topics such as “who do you support, how do you make those decisions, what’s the role of the board, what do you disclose,” Bucsescu said.
Also this month, the Center for Political Accountability will release what it’s calling the C-Z Corporate Political Disclosure and Accountability Index at the University of Pennsylvania’s Wharton School in Philadelphia. The index will comprehensively rank how companies engage in, manage and oversee political spending. It comes on the heels of another index, released by the Baruch College Zicklin School of Business, which measures companies’ willingness to disclose their corporate political activity.