Gillette Resolution Seeking Annual Election of
Directors Attracts Strong 68
Percent Support from Shareholders
Corporate Governance Reforms Are Key To Company's Continued Success, Say Filers;
Vote at Gillette Follows Progress on Issue at BellSouth, SBC, YUM! Brands, and
Avon.
NEW YORK, N.Y. and RYE BROOK, N.Y.///May 20, 2004///In a major victory led by Christian Brothers Investment Services, Inc. (CBIS) and Walden Asset Management, a strong 68 percent of Gillette Co. (NYSE: G) shares voted today in support of a proxy resolution calling for the annual election of the company's board of directors.
The CBIS/Walden resolution urged Gillette to abandon its staggered board terms under which shareholders can only vote on one-third of the board in any given year. The vote marked the third consecutive year of steadily growing support for the resolution at Gillette. The company is facing the same kind of pressure for board election reforms that has led to shareholder-driven reforms at BellSouth, SBC, YUM! Brands, Avon and other major companies.
CBIS Director of Socially Responsible Investing John K.S. Wilson said: "As proud shareholders of Gillette we want to see the company do even better as a result of the greater responsiveness that will result from annual election of its directors. Good corporate governance demands that Gillette and other companies make sure that all of their directors face the verdict of shareholders on an annual basis. Staggered elections that allow directors to effectively avoid evaluation for two out of every three years is simply unacceptable in this era when stakeholders want to make sure that those in charge are accountable for their decisions."
CBIS joined Walden Asset Management whose firm was the lead filer of the resolution. Walden's Senior Vice President Tim Smith, said: "Today's massive vote of 68 percent in the face of the Board's strong position opposing the resolution demonstrates the firm belief by investors that corporate boards today need to display maximum accountability and their belief that standing for election annually is one clear way of building such accountability. This year the call for a move to annual election of directors has been responded to positively by companies such as BellSouth, SBC, YUM! Brands, Avon and others."
Institutional Shareholder Services (ISS), a third party company that analyzes proxies and provides recommendations to investors, urged shareholders to support the CBIS/Walden shareholder proposal, calling the Gillette board "unresponsive" because the company failed to abide by earlier majority votes of shareholders calling for annual elections of directors. At the company's past two annual meetings a majority of the votes were cast in favor of a shareholder proposal to declassify the board. In 2003, a total of 63.6 percent of shareholders voted for board declassification. In 2002, 55.7 percent expressed their interest in the issue with their proxy vote.
ISS also recommended to shareholders that they withhold votes for all board members, citing their "failure to implement the proposal to declassify the board." Since board members run opposed for their positions, the only recourse provided for shareholders who wish to voice their protest is to withhold their vote. Gillette CEO Jim Kilts responded by taking the unprecedented step of writing specific investors in an appeal to vote in favor of the board members on the ballot. His letter was written in response to the flood of "no" votes being sent in by shareowners.
The filers of the resolution are all members of the Interfaith Center on Corporate Responsibility (ICCR) and include religious investors and socially concerned money managers. In addition to CBIS and Walden, filers of the resolution included Calvert Asset Management, The Board of Pensions of the Evangelical Lutheran Church in America, The Sisters of Charity of the Incarnate Word of Houston, Texas and the Catholic Equity Fund. Together, the filers hold 313,725 shares of Gillette stock.
ABOUT THE GROUPS
Christian Brothers Investment Services (CBIS) manages approximately $3.5 billion and combines faith and finance in the responsible stewardship of Catholic financial assets. CBIS' combination of premier institutional asset managers, diversified product offerings, and careful risk-control strategies constitutes a unique investment approach for Catholic institutions and their fiduciaries. CBIS strives to integrate faith-based values into the investment process through a disciplined approach to socially responsible investing that includes principled purchasing (stock screens), active ownership strategies (proxy voting, dialogues, and shareholder resolutions) and community investment. The firm contributes a portion of all profits to support the Church's educational and social ministry. Visit CBIS on the Web at http://www.cbisonline.com.
Walden Asset Management is the socially responsive investment division of Boston Trust & Investment Management Company. Walden manages approximately $1.3 billion for individuals and institutional investors and this year was involved in the sponsorship of more than two dozen shareholder initiatives on a range of issues from climate change to sweatshops, from diversity to corporate governance. Walden screens portfolios consistent with client values and assists clients in making community development investments.
CONTACT: Stephanie Kendall, for ICCR, (703) 276-3254 or skendall@hastingsgroup.com