 |
 |
|
 |
|
|
|
Resolution: Board Diversity Resolution
2004 Shareholder Resolution approved by the Advisory Committee on Corporate Social Responsibility (ACCSR)
Download this resolution in a printer-friendly format (pdf)
Resolution:
Board Diversity Resolution
WHEREAS
[Company name] currently has a distinguished board of [specify]
persons, all of whom are white males;
We believe that our Board should take every reasonable step to ensure that women and persons from minority racial groups are in the pool from which Board nominees are chosen; therefore be it
RESOLVED that the shareholders request the Board:
1. In connection with its search for suitable Board candidates,
to ensure that women and persons from minority racial groups are
among those it considers for nomination to the Board.
2. To publicly commit itself to a policy of board inclusiveness, including steps to be taken and a timeline for implementing that policy.
3. To report to shareholders, at reasonable expense (and omitting proprietary information) by September 2005:
a. On its efforts to encourage diversified representation on
the board;
b. Whether, in the nominating committee's charter or its
procedures, diversity is included as a criterion in selecting
the total membership of the Board.
SUPPORTING STATEMENT
We believe that it is necessary for corporations to aggressively
seek diversity by gender, age and race among their board
candidates. As companies seek new board members to meet the new
independence standards, there is a unique opportunity to enhance
diversity on the board. Several corporations (including
MorganChase, Coke, Johnson & Johnson, Pfizer, Proctor and Gamble
and TimeWarner) have included their commitment to board
diversity (by gender and race) in the charter for their
nominating committee (both NYSE and NASDAQ now require committee
charters). We believe that the judgment and perspectives offered
from deliberations of a diverse board of directors improve the
quality of their decision making and will enhance business
performance by enabling a company to respond more effectively to
the needs of customers worldwide. And we believe that boards
that look more like the companies’ workforces, customers, and
communities can help dispel negative stereotypes and catalyze
efforts to recruit, retain, and promote the best people,
including women and minorities.
We note that only a relatively small number of S&P 500 companies have all white male boards. We believe that many publicly held corporations have benefited from the perspectives brought by many well-qualified board members who are women or minority group members. For that reason, some institutional investors are pressuring companies to diversify their boards. For example, the 2003 corporate governance guidelines of America’s largest institutional investor (TIAA -CREF) calls for diversity of directors by experience, sex, age and race.
Similarly, in 2002 the $20 billion Connecticut Retirement and Trust Funds launched a “board diversity initiative”. “My first priority as treasurer is the bottom line” said Connecticut State Treasurer, Denise Nappier, “Greater diversity leads to better corporate governance, which is good for Connecticut’s investments. I regard diversity as key to the functioning of an effective board. In a complex global market you need to pick from the largest pool of talent available to you,” said Ms. Nappier.
We urge the Board to enlarge its search for qualified members by casting a wider net.
Download this resolution in a printer-friendly format (pdf)
