Resolves of the Executive Council

[Regarding Corporate Executive Compensation:]

Resolved, That the Executive Council, meeting in Omaha, Nebraska, from February 19 to 22, 2010, instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to review and report on their executive compensation policies, including (a) links between executive compensation and financial performance, (b) analyses of the gap between executive compensation and the pay of the lowest paid workers, and (c) links between executive compensation and the provision of health-care benefits (based on The Episcopal Church’s previous support and filing of such resolutions) (Att. 1); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all resolutions asking companies to provide shareholders with an annual opportunity to vote on advisory resolutions regarding executive compensation (based on The Episcopal Church’s previous support and filing of such resolutions (Att. 2); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on the compensation of senior executives that is not deductible under Troubled Asset Relief Program rules (although there is no Episcopal Church policy on this issue, the CCSR is of the opinion that the resolution is consistent with good corporate governance and similar resolutions in the past regarding corporate governance) (Att. 3); and be it further

[Regarding Avoidance of Conflict of Interest by Corporate Executives:]

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt policies requiring senior executives to retain 75 percent of equity compensation for at least two years after their departure from the company (although there is no specific Episcopal Church policy on this issue, the CCSR is of the opinion that this resolution is consistent with good corporate governance and seeks to align shareholder and management interests) (Att. 4); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to separate the chair and CEO positions (although there is no Episcopal Church policy on this issue, the CCSR is of the opinion that this resolution is consistent with good corporate governance and similar resolutions in the past regarding corporate governance and The Episcopal Church has previously supported such resolutions) (Att. 5);and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt policies prohibiting current or former CEOs from serving on compensation committees (although there is no Episcopal Church policy on this issue, the CCSR is of the opinion that the resolution is consistent with good corporate governance and similar resolutions in the past regarding corporate governance) (Att. 6); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to require that board chairs be independent board members (although there is no Episcopal Church policy on this issue, the CCSR is of the opinion that the resolution is consistent with good corporate governance) (Att. 7); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to disclose services other than executive compensation recommendations provided by the firm(s) engaged in executive compensation consultation to the companies (although there is no Episcopal Church policy on this issue, the CCSR is of the opinion that the resolution is consistent with good corporate governance) (Att. 8); and be it further

[Regarding Inclusiveness/Diversity:]

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt policies regarding inclusiveness on the board of directors (based on The Episcopal Church’s filing of such resolutions in the current triennium and the Executive Council Resolution of November 1995 on equality in organizations) (Att. 9); and be it further

[Regarding Care for Creation:]

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt quantitative greenhouse-gas emissions reduction goals (based on Resolution C018 of the 2006 General Convention) (Att. 10); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt principles for national and international action to stop global warming (based on Resolution D041 of the 1991 General Convention and Resolution C018 of the 2006 General Convention) (Att. 11); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on the financial risks resulting from climate change and their impact on shareholder value (based on Resolution C018 of the 2006 General Convention; further, the resolution is consistent with others that The Episcopal Church has supported and the U.S. Securities and Exchange Commission has recently issued a directive to corporations regarding the disclosure of such information) (Att. 12); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on how their board of directors manage risk (although there is no specific Episcopal Church policy on this issue, the CCSR is of the opinion that the resolution addresses a significant issue related to environmental and risk management, and is consistent with good corporate practice) (Att. 13); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on how they can become leaders in energy independence through the development of renewable energy sources (based on The Episcopal Church’s previous support of shareholder resolutions regarding renewable energy development and energy independence) (Att. 14); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on the environmental damage resulting from expansion of oil sands operations (based on The Episcopal Church’s previous support of such resolutions and its general concern about environmental responsibility) (Att. 15); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on the environmental, social, and economic risks from the expansion of oil sands operations (based on The Episcopal Church’s previous support of such resolutions and its general concern about environmental responsibility) (Att. 16); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt policies regarding environmental accountability to communities (this is The Episcopal Church’s own resolution previously approved by Executive Council) (Att. 17); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on the environmental impact of fracturing operations used while exploring for natural gas (based on the Episcopal Church’s previous support for shareholder resolutions asking for reports on corporate environmental impacts) (Att. 18); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on (a) the environmental and human impacts of mountaintop removal mining and (b) the adoption of policies barring future financing of such mining (based on The Episcopal Church’s previous support of such resolutions) (Att. 19); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on the risks associated with financing coal-fired power plants (based The Episcopal Church’s previous support of such resolutions, along with Resolution C018 of the 2006 General Convention, which like this shareholder resolution addresses global warming) (Att. 20); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to address the environmental hazards of oil- and gas-related activities to wetlands in Louisiana (this is The Episcopal Church’s own resolution and previously approved by Executive Council) (Att. 21); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt policies related to recycling (based on long-standing policies on environmental stewardship and various environmental resolutions favoring reporting on such topics, in addition to Resolution A044 of the 2000 General Convention on environmentally-sound practices at church meetings) (Att. 22); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on public concerns related to bottled water, including providing more information to consumers (based on long-standing policies on environmental stewardship and various environmental resolutions favoring reporting on such topics, in addition to Resolution A045 of the 2009 General Convention) (Att. 23); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on measures being taken to reduce water pollution (based on Resolution A156 of the 2009 General Convention) (Att. 24); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to reduce the environmental impacts of company-owned farms and contract farms (based on The Episcopal Church’s long-standing support for shareholder resolutions regarding environmental responsibility) (Att. 25); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to phase out the use of antibiotics in animal feed (based on long-standing policies on environmental stewardship and various environmental resolutions favoring reporting on such topics) (Att. 26); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt goals regarding reductions in toxic pollution (based on long-standing policies on environmental stewardship and various environmental resolutions favoring reporting on such topics, along with previous support of similar resolutions) (Att. 27); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on the implications of policies for reducing harm associated with catastrophic chemical releases (based on The Episcopal Church’s long-standing support for shareholder resolutions regarding environmental responsibility) (Att. 28); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to engage in sustainability reporting (based on The Episcopal Church’s previous support of such resolutions) (Att. 29); and be it further

[Regarding Economic Justice:]

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on the use of capital in over-the-counter derivatives trades (although there is no Episcopal Church policy on this specific issue, Resolution B009 of the 2009 General Convention addresses the general topic of social responsibility in the financial industry) (Att. 30); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on the effects that overdraft fees have on bank customers (based on Resolution B009 of the 2009 General Convention and the Episcopal Church’s previous support regarding of shareholder resolutions regarding disclosure of bank practices and predatory lending prevention) (Att. 31); and be it further

[Regarding Human Rights:]

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on their policy responses to public concerns about the linkages between fast food and childhood obesity (although there is no Episcopal Church policy on this issue, the CCSR is of the opinion that this shareholder resolution is similar to other resolutions asking companies to report on public concerns about corporate practices that have been supported previously) (Att. 32); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on the protection of human rights, whether in their own operations or within their supply chains (based on Resolution A002 of the 2000 General Convention) (Att. 33); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on country selection and withdrawal criteria (based on Resolution A002 of the 2000 General Convention and Resolution D020 of the 2003 General Convention) (Att. 34); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to create policies regarding the human right to water (based on The Episcopal Church’s own filing of water-related resolutions previously approved by Executive Council, along with Resolution A156 of the 2009 General Convention) (Att. 35); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to amend their equal employment opportunity policies to forbid discrimination on the basis of sexual orientation (based on Resolution C048 of the 2009 General Convention) (Att. 36); and be it further

[Regarding International Peace and Justice Concerns:]

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to disclose fees, taxes, and royalties paid to countries where they operate (based on Resolution A002 of the 2000 General Convention) (Att. 37); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to disclose information related to their political contributions, including policies, procedures, and financial accountings thereof (based on The Episcopal Church’s previous support of such resolutions) (Att. 38); and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report on their processes and procedures for foreign military sales (this is The Episcopal Church’s own resolution previously approved by Executive Council) (Att. 39); and be it further

[Further regarding Avoidance of Conflict of Interest by Corporate Executives:]

Resolved, That the Executive Council instructs the Treasurer to vote “abstain” on all shareholder resolutions asking companies to adopt policies regarding succession planning for senior executive positions that are linked to executive compensation (although the CCSR believes that succession planning is important, this particular resolution text places the responsibility for such planning on the chief executive officer rather than the board of directors) (Att. 40).