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Important Voting Dates:
 
BP Amoco: April 19, 2001
Chevron: April 25, 2001
Coca Cola: April 18, 2001
ExxonMobil: May 30, 2001
Xcel Energy: April 25, 2001
 
 
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Corporate Responsibility News

Prodding for Disclosure of Funds' Proxy Votes - Most Portfolio Managers

Don't Reveal Policies or Results, but the SEC Is Taking a Closer Look

 

Washington Post, April 8, 2001, P. H1

By Kathleen Day

 

Investors in the Domini Social Equity Fund can check on the Internet to see how their mutual fund voted on proposals at the Whole Foods Markets annual meeting last month: Domini voted against a management proposal to issue additional stock options for Whole Foods directors, arguing the plan isn't in the shareholders' best interest because it would dilute stock value in the company.

Investors in Fidelity Investments, the largest mutual fund company in the country and the largest stockholder of record in Whole Foods, can't get that information. Fidelity, like most of the nation's 4,400 equity mutual funds, doesn't disclose its proxy voting guidelines or how it votes on any particular issue, not even to the investors on whose behalf it is voting.

Fidelity spokesmen say their funds' investors just don't care how the fund votes.

"They have not evidenced any real interest in how we discharge our voting responsibilities," said Fidelity General Counsel Eric Roiter.

Nor have investors at other funds, according to the Investment Company Institute, the lobbying group for mutual fund managers. "We didn't realize there was a debate," said ICI spokesman Chris Wloszczyna. "We're not aware of any increased shareholder interest in the subject."

But shareholder activists, government regulators and the handful of funds such as Domini that do disclose votes say that's not so. They say investors increasingly want to know about proxy voting to ensure that fund managers are acting in their best interests.

"The real issue is: When is management's interest different from shareholders?" said Mercer Bullard, who was assistant chief counsel at the Securities and Exchange Commission until stepping down last year to establish Fund Democracy, a mutual fund investor advocacy group based in Chevy Chase.

"If you think mutual fund advisers always will vote the best interests of their shareholders, think again," Bullard said. "Many of them have conflicts of interest because they are seeking to manage the pension assets of the very company whose proxy they are voting, and they don't want to lose their business."

For that reason, said Amy Domini, manager of the Domini fund, most mutual fund managers don't want "to appear to be anything but supportive of a company's management."

The shareholder activists say disclosure of votes is the best way to safeguard against such potential conflicts of interest.

"It is an issue that's bubbling up," said Douglas J. Scheidt, chief counsel of the SEC's division of investment management, which oversees the mutual fund industry. "There is demand from investors for this kind of information."

Proxy experts such as Nell Minow say they have tried for more than a decade to encourage the SEC to consider requiring proxy voting disclosure, to no avail. But the federal agency's interest in the matter seems to be growing, the experts say.

"I think it's only a matter of time until the SEC shines a bright light on this area and requires mutual funds to provide some information to investors in their funds about the proxy voting policy and practices," said James Heard of Proxy Monitor, a New York-based firm that informs mutual funds and other institutional investors about proxy issues and recommends how they should vote.

The SEC has proposed for the first time that investment advisers to pension funds and other sophisticated investors outside the mutual fund arena disclose their proxy voting guidelines to clients. And in response to a written request from the AFL-CIO in December, the SEC has started to examine the proxy disclosure issue for mutual funds, Scheidt said.

"The capital markets play an essential role in the lives of working families," AFL-CIO Secretary-Treasurer Richard L. Trumka wrote in the labor group's request that funds be required to disclose both proxy voting policies and votes. The union says about 29 percent of its members, or nearly 4 million people, are mutual fund shareholders. Investers hold about 22 percent of publicly traded U.S. stocks through mutual funds, up from 18 percent three years ago.

"It is vital that these markets are accountable to the men and women whose savings they hold," Trumka said. "Transparency, accountability and full disclosure must be watchwords in all capital market institutions. Existing mutual fund disclosure rules do not provide investors with adequate information about how their funds are investing their retirement assets or how those funds are exercising the rights of ownership."

Proxy votes determine key issues about how corporations are run, including which directors will represent shareholders on a company's board and how much top executives will be paid.

Mutual fund directors -- who represent fund investors and by law must act in their interest -- have responsibility for overseeing how the assets of a fund are managed. A fund's assets include the stocks it buys, but also the proxy votes that come with that stock ownership, experts say.

Mutual fund boards typically delegate responsibility for the day-to-day running of a fund's investments and its proxy votes to a management company. Often boards set guidelines for fund managers to follow when voting, and ask to be consulted on stock option proposals or any other plan that might dilute shareholder value.

The $1.8 billion Domini fund, based in Boston, began disclosing votes two years ago. The $7 billion Calvert Group of funds, based in Bethesda, last week made its voting record available on the Internet. The $1.3 billion PAX World Funds, based in Portsmouth, N.H., have been doing so for a year.

"We believe in transparency for the companies we invest in and for us to set that example, to say who we're investing in and why," said Calvert analyst Nikki Daruwala. "Our shareholders can feel they are active shareholders in us, the way we are active shareholders in the companies we own."

Helping spur disclosure efforts is the Internet, which makes the information easy and inexpensive to provide, undermining objections that such disclosure is unworkable and costly, Daruwala and others say.

Heidi Stam, the attorney in charge of securities regulation at Vanguard, the second-largest family of mutual funds in the country, with $560 billion under management, said the firm does disclose its voting policies but not actual votes. But the issue, for Vanguard, isn't the expense of making the votes public.

There are potential problems with disclosing votes because "it might send false signals to Wall Street about what stocks Vanguard likes and doesn't like," Stam said.

"In general, we are very pro-disclosure," she said, "but we think that on balance that proxy voting is not of much interest. People invest in mutual funds because they want professional investment management and someone to vote their proxy."

Still, she said, Vanguard would consider disclosing proxy votes if its investors indicated a "significant" interest.

Some funds, such as Fidelity, which manages $1.5 trillion in assets, are known to work behind the scenes with the management of companies they invest in, urging the executives to change proxy proposals the funds don't like. This closed-door strategy could be undermined if proxy votes had to be made public, some funds argue. But many proxy experts say that back-channel approach could easily be protected.

Publishing votes several months after they are made would preserve shareholder protections but also maintain fund managers' ability to work quietly to change corporate policies, said Richard Koppes, former general counsel ofthe California Public Employees' Retirement System, or Calpers, the largest public pension fund in the country, and now a securities lawyer with Jones, Day, Reavis & Pogue in Sacramento. On balance, Koppes said, the benefit of disclosure outweighs any harm it might do.

"I'm a mutual fund holder and it really annoys me that I can't even get them to disclose to me their proxy voting guidelines," Koppes said. "They should be required to disclose what their proxy voting guidelines are, and how they voted in particular."

Ned Regan, former head of New York's state pension fund, the second-largest pension fund in the country, and now president of Baruch College in New York, has been a shareholder activist for years. He maintains that role now, as a director of Oppenheimer Funds, which manages $120 billion.

"I very strongly believe that mutual funds ought to be like pension funds and vote with shareholders in mind," Regan said. Oppenheimer does that, he said, but doesn't publish its record because "nobody wants it."

"If we ever had shareholders asking, would we put it on the Web? I don't know," he said. "I'm in favor of it. I'm in favor of lots of things. But it's not at the top of the list of the items that investors in Oppenheimer want. In fact, it's not even on the list."

 

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