Proxy Voting Guidelines: Wesleyan CIR,

April 24, 2012

CORPORATE STRUCTURE AND GOVERNANCE ---------------------------------------

Auditors

Oppose approval for auditors who accept fees for anything other than audit or audit-related work for the target company.  Oppose auditors who have worked with the company for more than five years.

Banking

Support resolutions which call for establishing and making public an institution's policy on predatory lending.

Support resolutions seeking community reinvestment programs. Support reasonable reporting requirements and codes of conduct in areas such as equal credit opportunity and corrupt practices.

Board Selection

Charitable Contributions

Support resolutions requesting information on charitable contributions.  Abstain on resolutions that either request specific justification for each donation, or require publication in a form other than website reporting. Support resolutions where information is requested on charitable gifts that are to organizations where the top officers (the proxy top five) or directors have a vested interest (i.e. are members of the board, committees, etc.)

Political Contributions

Support resolutions asking for the company to report  or disclose direct or indirect political contributions.

 Support resolutions asking for disclosure of the company’s procedures for determining political contributions

Support resolutions requiring disclosure to the stockholders (e.g. in the annual report) of policy, criteria and aggregate amounts of contributions.

Abstain from resolutions that ask for any such reports to be published in the major national newspapers.

Corporate Restructuring

Support resolutions asking management to study and report on

the impact of a restructuring plan on the various stakeholders in the company.

Oppose restructuring that places the interests of one stakeholder group above all others, especially with consideration for social factors such as number of social factors, executive compensation, layoffs, environmental sustainability, and community impact.

Executive Compensation

Stock Ownership

Oppose resolutions that create stock buy-back plans that would force the company to buy back stock at higher than market value for takeover-defense purposes. Oppose resolutions that seek to issue new stock or increase shares that dilute the value of current shareholders’ stock, or any other stock buying plans which allow current shareholders to buy stock at less than market value for takeover-defense purposes.

Shareholder Engagement: Support resolutions requesting reports detailing interactions between companies and the communities where they operate.  “Relevant disclosures include emissions, environmental and health impacts, water availability, community consultation, integration of community environmental accountability into the company’s code of conduct and the extent to which company actions have a negative impact on the health of those living in poor communities.”

Equal Employment Opportunity:

 Support resolutions asking management to issue reports and/or release EEOC report on work-force composition.

Support diversity, but oppose quotas. Support equal treatment for employees regardless of sexual orientation, including domestic partner benefits for gay and lesbian employees. support shareholder resolutions that support inclusion of sexual orientation in the company’s EEO policies and oppose shareholder resolutions that ask companies to drop sexual orientation from their EEO policies.

Support resolutions which promote access to maternity and paternity leave

SOCIAL ISSUES -------------------------------------------------------------

Global Labor Standards

Support shareholder resolutions that ask companies to review, report, and/or adopt of a company’s internal labor standards, the establishment of global labor standards or the adoption of codes of conduct relating to human rights.

Support resolutions asking companies to ensure their products are made in compliance with standards of the International Labor Organization and the Universal Declaration of Human Rights, including but not limited to ensuring the right to form labor unions, the eradication of forced labor and encouraging companies to submit to independent monitoring of the workplace.

Support resolutions requiring the use of external organizations to audit performance in terms of labor conditions

Human Rights

Support resolutions requesting companies to incorporate human rights criteria into their global operations. Support resolutions requesting corporate reports or a response from management on a company’s impact of operating in regions that do not uphold the Declaration of Human Rights or areas that raise concern to indigenous populations.

 Abstain on resolutions that encourage divestment or ceasing to operate in a particular region if the company’s operations do not contribute directly to violations of the Declaration of Human Rights (e.g., telecommunication or pharmaceutical companies in Sudan).

Internet Censorship and Repression

Support resolutions that request corporate reports or a response from management on the company’s impact of operating in regions that do not uphold the Declaration of Human Rights including issues of Freedom of Speech on the Internet and the protection of internet users.

MacBride Principles

Support resolutions requiring that companies conform to the MacBride principles for economic dealings with Northern Ireland

Military Issues

Support resolutions requiring reports on criteria for military sales.  

Product Safety

Support resolutions that ask for a report on the company’s policies on product safety and the options for new initiatives or actions management is taking to respond to this issue, beyond those initiatives or actions already required by law.

ENVIRONMENTAL ISSUES                   -------------------------------------------------------------------

Climate Change:

Support reasonable reporting of corporate greenhouse gas emissions and on actions to reduce these emissions. Support setting goals for emissions reduction and the development of alternative energy sources. Oppose resolutions intended to challenge the scientific consensus on climate change.

Board Oversight of Sustainability

Support the creation of a committee tasked with overseeing sustainability operations, and the appointment of board members with specific knowledge of environmental issues and sustainability.  

Genetically Engineered Products

Support resolutions requesting corporations to report  legal actions/sanctions regarding health, environmental, or biological issues caused by the distribution of genetically modified materials.  

Waste

Support research and product development aimed at energy waste reduction improvements and other sustainability solutions.

Other Environmental Issues:

Support the adoption of environmental guidelines/principles (e.g. Ceres Principles and the Global Reporting Initiative) and reasonable reporting of the adverse environmental impacts of corporate actions.

Support reports of all governmental fines paid due to environmental misconduct.  Support resolutions that call for more sustainable sourcing of inputs.  

Resources

Much of the concepts and language of these guidelines were taken from those guidelines of peer institutions and SRIC’s.

Colleges and Universities

For profit funds

SRI's