Resolves of the Executive Council

Resolved, That the Executive Council of The Episcopal Church, meeting in Linthicum Heights, Maryland from February 25-27, 2013, instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to review recent legal initiatives against shareholders involved in the filing of environmentally oriented resolutions [although there is no specific Episcopal Church policy on this issue, the resolution addresses company subpoenas issued to shareholder activists regarding emails and other communications with environmental activists; the Committee on Corporate Social Responsibility (CCSR) is of the opinion that this sort of action would create a chilling effect on shareholder activism generally]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all resolutions asking companies to separate the Chair and CEO positions [based on the Episcopal Church’s previous support and filing of such resolutions, in addition to the corporate governance voting guidelines passed in 1997]; 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 indicating that incentive compensation for senior executives should include a range of non-financial measures based on (a) sustainability principles and (b) reducing any negative environmental impacts related to Company operations [based on the Episcopal Church’s previous support and filing of such resolutions, in addition to the corporate governance voting guidelines passed in 1997]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to review and report to shareholders on the exposure and vulnerability of their facilities and operations to climate risk [based on Resolution C018 of the 2006 General Convention and Resolution B023 of the 2012 General Convention]; 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 assessments of and programs to address, the greenhouse gas emissions related to their lending, investing, and financing portfolios [based on Resolution C018 of the 2006 General Convention and Resolution B023 of the 2012 General Convention]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to report to shareholders the results of company policies, procedures and practices above and beyond regulatory requirements, to minimize the adverse environmental and community impacts from their shale energy operations [based on the Episcopal Church’s previous voting in favor of resolutions]; and be it further

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 and Resolution B013 of the 2012 General Convention]; 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 goals to reduce or eliminate flaring in their gas operations [this is an issue that implicates concerns about global warming and environmental justice; support is based on Resolution C018 of the 2006 General Convention and Resolution B013 of the 2012 General Convention]; 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 measuring, mitigating, setting reduction targets for, and disclosing methane emissions [this is an issue that implicates concerns about global warming; support is based on Resolution C018 of the 2006 General Convention and Resolution B013 of the 2012 General Convention]; 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 actions they are taking or could take to reduce risk throughout their energy portfolios by diversifying energy resources to include increased energy efficiency and renewable energy [based on Resolution C018 of the 2006 General Convention]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt comprehensive sustainable palm oil policies [based on the Episcopal Church’s previous support of such resolutions]; 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 policy options, above and beyond legal compliance, to minimize the environmental impacts of electronics recycling activities by providing mechanisms for take back of all electronics sold, promoting reuse of working equipment and preventing export to non-OECD countries of hazardous e-waste and untested or non-working equipment or components [based on the Episcopal Church’s previous support of such resolutions and on Resolution B023 of the 2012 General Convention regarding environmental justice]; 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 adopting a policy of Extended Producer Responsibility for post-consumer product packaging [based on the Episcopal Church’s previous support of such in addition to General Convention Resolution A044 of the 2000 General Convention on environmentally-sound practices at church meetings and based on ResolutionC018 of the 2006 General Convention on global warming]; 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 use of mercury dental amalgams and plans to reduce such use [based on the Episcopal Church’s previous support of such resolutions]; 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 efforts to reduce the occupational and community health hazards from manufacturing and recycling lead batteries in their supply chains [although there is no specific Episcopal Church policy on lead per se, the CCSR is of the opinion that such resolutions are consistent with previous support for resolutions on environmental responsibility and recycling, in addition to Resolution B023 of the 2012 General Convention]; 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 policy efforts, above and beyond regulatory requirements, on using safer substitutes as they become available for chemicals that are known or suspected to cause cancer or mutations, harm the reproductive system, affect the endocrine system, accumulate in the body, or persist in the environment [based on the Episcopal Church’s previous support for such resolutions]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to issue reports discussing the adequacy of their policies in addressing the social and financial impacts of direct deposit advance lending [based on the Episcopal Church’s previous support of resolutions regarding the social impacts of lending, including predatory loans]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt human rights policies that include prohibition of sexual exploitation of minors and human trafficking, and to report on the same [based on Resolution A167 of the 2009 General Convention, Resolution D034 of the 2003 General Convention and the Episcopal Church’s previous filing of such resolutions]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to publish reports assessing the human rights risks, including human trafficking and forced labor (modern day slavery), within their supply chains [based on Resolution A167 of the 2009 General Convention, Resolution D015 of the 1994 General Convention, and the Episcopal Church’s previous filing of such resolutions]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to review policies related to human rights to assess areas where they need to adopt and implement additional policies [based on Resolution D015 of the 1994 General Convention and the Episcopal Church’s previous filing and support of such resolutions]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to prepare diversity reports [based on the Episcopal Church’s previous filing and support of such resolutions, in addition to the Executive Council resolution of October-November 1995]; 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 board diversity [based on the Episcopal Church’s previous filing and support of such resolutions, in addition to the Executive Council resolution of October-November 1995]; 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 non-discrimination policies to prohibit discrimination based on gender identity/expression [based on the Episcopal Church’s previous support of such resolutions, and also Resolution C019 of the 1994 General Convention on Resolution C048 of the 2009 General Convention]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to include sexual orientation in their non-discrimination employment policies [based on the Episcopal Church’s previous support of such resolutions, and also on Resolution C019 of the 1994 General Convention and Resolution C048 of the 2009 General Convention]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to study the feasibility of adopting policies prohibiting the use of treasury funds for any direct or indirect political contributions intended to influence the outcome of any election or referendum [based on the Episcopal Church’s previous support of such resolutions]; 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 financial contributions, including policies, procedures, and financial accountings thereof [based on the Episcopal Church’s previous support of such resolutions]; 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 lobbying activities, including policies, procedures, and financial accountings thereof [based on the Episcopal Church’s previous support of such resolutions]; 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]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote in favor of all shareholder resolutions asking companies to adopt strategies and quantitative goals to reduce their impacts on, and risks to, water quantity and quality, above and beyond regulatory compliance, and to report to shareholders [based on the Episcopal Church previous support of such resolutions, in addition to Resolution D041 of the 1991 General Convention and Resolution A002 of the 2000 General Convention]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote “abstain” on all resolutions asking companies to adopt policies that in the event of a change in corporate control, there shall be no acceleration of vesting of any equity award granted to any senior executive [the CCSR will be developing guidelines to be approved by the Executive Council]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote “abstain” on all shareholder resolutions asking companies to issue reports assessing the results and risks of basing senior executive compensation on horizontal comparison with peer companies [the CCSR will be developing guidelines to be approved by the Executive Council]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote “abstain” on all shareholder resolutions asking companies to take the steps necessary to amend bylaws and appropriate governing documents to give holders of 10% of outstanding common stock (or the lowest percentage permitted by law above 10%) the power to call a special shareowners meeting [the CCSR will be developing guidelines to be approved by the Executive Council]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote “abstain” on all shareholder resolutions asking companies to appoint a committee composed exclusively of independent directors to explore extraordinary transactions that could enhance stockholder value, including but not limited to an extraordinary transaction resulting in the separation of one or more businesses and to report to shareholders [the CCSR will be developing guidelines to be approved by the Executive Council]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote “abstain” on all shareholder resolutions asking companies to review and disclose policies on animal welfare, in addition to reporting on their commitments to reduce and replace the use of animals in product safety testing [based on previous voting positions taken by the Episcopal Church; the CCSR is of the opinion that the intent of this resolution is to end the use of animal testing, a position which the Episcopal Church has not taken and indeed has not supported such shareholder action previously]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote “abstain” on all shareholder resolutions asking companies to appoint at least one director with a high level of expertise with environmental matters related to hydrocarbon exploration [based on previous voting positions taken by the Episcopal Church, the CCSR is of the opinion that micromanaging the composition of corporate boards with regard to members’ life experiences is not an appropriate role for shareholders; further, it is not certain that such a director if appointed would be supportive of environmental responsibility as defined by the proponents]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote “abstain” on all shareholder resolutions asking companies to voluntarily provide a rating of “R” (or its equivalent) on all movies, DVDs and TV productions depicting smoking [although there is Episcopal Church policy related to tobacco vis-à-vis divesting from the stocks of companies engaged in tobacco production, the CCSR is of the opinion that this resolution is similar to resolutions regarding tobacco and media content that the Episcopal Church has voted to abstain on in the past on the grounds that micro-managing artistic decisions is beyond the purview of shareholders]; and be it further

Resolved, That the Executive Council instructs the Treasurer to vote “abstain” on all shareholder resolutions asking companies to report on responses to public and regulatory pressures regarding wireless network neutrality [based on previous voting positions taken by the Episcopal Church; the CCSR is of the opinion that this issue represents a commercial dispute between industries].