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Unocal - Issue Analysis

Link Executive Compensation to Human Rights

Proposal No. 5 asks the Board of Directors to appoint a special committee of the Board consisting solely of independent Board Members to review ways to link executive compensation with Unocal’s ethical and social performance, in particular with Unocal’s Guiding Principles and to report the results of this review to the shareholders.

 
We believe there are numerous reasons to warrant voting in favor of the resolution. As we review the international activities of Unocal we note the contradiction between its conduct in the communities where it operates and those commitments expressed in Unocal’s Guiding Principles and the Global Sullivan Principles onto which it has signed. These sets of Principles offer commendable statements regarding Unocal’s corporate values. Unfortunately, it is obvious that these guidelines are not followed with respect to human rights in Burma (Myanmar), and elsewhere where Unocal operates. One important way to ensure that any company is serious about its adopted Principles is to provide incentives to executives through their compensation formula to meet those goals. Numerous companies including IBM, Kodak, Proctor & Gamble, and Bristol Meyers Squibb have integrated social responsibility goals and performance into their executive compensation formula.

Human Rights have become an important business consideration. In the 4/6/2000 New York Times article "A Call to Put Social Issues on Corporate Agendas," the article concludes that if companies do not address human rights issues, they face a new kind of corporate risk with operations, reputation, retention of quality employees and shareholders.

We believe this is currently the case with Unocal as the human rights abuses associated with its Yadana pipeline project in Burma are causing the company disproportionate financial and reputational liabilities.

A report by the Harvard Business School titled "The Burma Pipeline" states, "The controversy that emerged around Yadana quickly became serious enough to put Unocal’s involvement in the project - and the firm’s reputation – into serious jeopardy."

In short, -Unocal’s Yadana gas pipeline project in Burma has produced minimal revenues for Unocal, while involvement with Burma's oppressive military regime and the human rights and environmental controversies associated with this pipeline project have created disproportionate financial and reputational liabilities for Unocal. While other lawsuits have been dismissed in the past, Unocal is currently facing costly lawsuits in both the State of California and a U.S. federal court for human rights violations conducted on the Yadana project. As the Oil and Gas Journal noted in June 2000, Unocal is "again facing legal and political pressure in (its) home country and internationally for (its) involvement in Yadana . . .it is the suits against Unocal that have the gravest potential consequences. The class action suits, originally filed in 1996, seek more than $ 1 billion in damages."

In its response last year to our shareholder resolution, Unocal stated in the proxy statement that they believe "this proposal in unnecessary" because "the Company has not been involved in ‘egregious human rights violations’ in Myanmar or anywhere else. Unocal is proud of its human rights record." Yet U.S. Federal Judge Ronald W. Lew concluded that Unocal executives were complicit in human rights violations in their operations in Myanmar stating that "The evidence does suggest that Unocal knew that forced labor was being utilized and that the Joint Venturers [Unocal, Total, MOGE and PTT] benefited from the practice."

There is strong shareholder support for the Executive Compensation resolution. Last year, 16.3% of the shareholders voted in favor of the Executive Compensation resolution, including such prominent shareholders as CalPERS. CalPERS explained its support for the resolution by noting that "CalPERS believes the company has a poor environmental and human rights record. The requested report could help dispel investors’ concerns about financial liabilities in these areas."

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In conclusion, we believe Unocal’s involvement in Burma is inconsistent with its stated commitment to excellence in corporate governance, human rights, and social accountability. We are gravely concerned that Unocal’s continued presence in Burma will place Unocal’s long-term profitability at risk.

We also believe that the Executive Compensation resolution will help to address this as well as other social issues and ensure that the company strengthens its social accountability goals, for example, taking into account environmental and diversity standards

As concerned shareholders of Unocal and as sponsors of this resolution, we urge you to vote for Proposal No. 5.

 
 
 
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