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Corporate Governance
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Filed with: Alcoa, AOL Time Warner,
Cisco Systems, El Paso,
General Electric, Honeywell, JP Morgan Chase, Pfizer |
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Pay Disparity
WHEREAS, the average chief executive officer's pay has increased from
42 times in 1982 to 411 times that of the average production worker in
2001 (Business Week Online 05/06/02).
Responding to that statistic, New York Fed President, William J. McDonough
acknowledged that a market economy requires that some people will be rewarded
more than others, but asked: "should there not be both economic and
moral limitations on the gap created by the market-driven reward system?"
He stated: "I can find nothing in economic theory that justifies
this development." He called such a jump in executive compensation
"terribly bad social policy and perhaps even bad morals." According
to The Wall Street Journal, McDonough cited "the biblical admonition
to 'love they neighbor as thyself' as justification for voluntary CEO
pay cuts" beginning with the strongest companies. He said: "CEOs
and their boards should simply reach the conclusion that executive pay
is excessive and adjust it to more reasonable and justifiable levels"
(09/12/02).
Affirming McDonough's comments, the Milwaukee Journal-Sentinel editorialized
that regulating executive compensation "is the business of corporate
boards, or should be. Unfortunately, too many corporate directors on company
compensation committees simply rubber-stamp decisions made by top managers.
That should stop" (09/13/02).
In "CEOs: Why They're So Unloved," Business Week editorialized:
"CEO pay is so huge that people don't believe executives deserve
it. . . In 1980, CEO compensation was 42 times that of the average worker.
In 2000, it was 531 times. This is a winner-take-all philosophy that is
unacceptable in American society. . . The size of CEO compensation is
simply out of hand" (04/22/02).
The Conference Board issued a report acknowledging that executive compensation
has become excessive in many instances and bears no relationship to a
company's long-term performance and that changes must be made (09/17/02).
Commenting on this The New York Times called for "Atonement in the
Boardroom" (09/21/02), while Warren Buffet said: "The ratcheting
up of compensation has been obscene."
United For a Fair Economy has shown an inverse correlation between very
high CEO pay and long-term stock performance (http://www.ufenet.org/press/2001/Bigger_They_Come.pdf)
RESOLVED: shareholders request the Board's Compensation Committee to
prepare and make available by January 1, 2004 a report (omitting confidential
information and prepared at reasonable cost) to requesting shareholders
comparing the total compensation of the company's top executives and its
lowest paid workers both in this country and abroad on January 1, 1982,
1992 and 2002. We request the report include: statistics related to any
changes in the relative percentage size of the gap between the two groups;
the rationale justifying any such percentage change; whether our top executives'
compensation packages (including options, benefits, perks, loans and retirement
agreements) are "excessive" and should be changed; as well as
any recommendations to adjust the pay "to more reasonable and justifiable
levels".
Supporting Statement
Our Company fits William J. McDonough's "strong company" category.
Our pay scales should model justice and equity for all our workers. Supporting
this resolution would be one step in this direction.
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