Lobbying Expenditures Disclosure

Resolution Text

RESOLVED, the stockholders of MasterCard request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by MasterCard used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. MasterCard’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of management’s decision-making process and the Board’s oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which MasterCard is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Nominating and Corporate Governance Committee and posted on MasterCard’s website.

SUPPORTING STATEMENT

Full disclosure of MasterCard’s lobbying activities and expenditures is needed to assess whether MasterCard’s lobbying is consistent with its expressed goals and stockholder interests. MasterCard spent $47,455,800 from 2010 – 2022 on federal lobbying. This does not include state lobbying, where MasterCard also lobbies. And MasterCard lobbies abroad, spending between €800,000 – 899,999 on lobbying in Europe for 2022. MasterCard’s lobbying over swipe fees amid surging inflation has attracted media scrutiny.1

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.2 MasterCard fails to disclose its payments to trade associations and social welfare groups, or the amounts used for lobbying, to stockholders. MasterCard belongs to the Business Roundtable and US Chamber Commerce, which together have spent over $2.2 billion on federal lobbying since 1998, and reportedly funds the State Financial Officers Foundation (SFOF) ,3 which is attacking woke capitalism.4 And while MasterCard does not belong to the controversial American Legislative Exchange Council,5 it is represented by the Chamber sitting on its Private Enterprise Advisory Council.6

MasterCard’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. MasterCard supports addressing climate change, yet the Business Roundtable lobbied against the Inflation Reduction Act7 and the Chamber reportedly has been a “central actor” in dissuading climate legislation over two decades.8 MasterCard is committed to diversity, equity and inclusion, yet the Chamber lobbied against protecting voting rights.9 And MasterCard’s support for SFOF has drawn scrutiny for “pandering to a handful of pro-fossil fuel US politicians”10 and fueling the fight against ESG investing.11

MasterCard should expand its lobbying disclosure.

1 https://thehill.com/business-a-lobbying/3477263-senators-grill-visa-mastercard-execs-over-swipe-fees/. 2 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/. 

3 https://www.nytimes.com/2022/08/05/climate/republican-treasurers-climate-change.html. 

4 https://www.washingtonpost.com/climate-environment/2022/07/12/republicans-threaten-wall-street-over-climate-positions/; https://www.exposedbycmd.org/2022/02/16/republican-group-of-state-financial-officers-takes-on-woke-capitalism/. 

5 https://www.exposedbycmd.org/2022/11/10/alec-eyes-sweeping-government-blacklists/. 

6 https://ohiocapitaljournal.com/2023/09/06/coming-soon-in-ohio-alec-releases-new-raft-of-model-legislation/.

7 https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable. 

8 https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/. 

9 https://www.cnn.com/2021/04/21/business/voting-rights-chamber-of-commerce/index.html. 

10 https://www.ft.com/content/b4d1c0c5-b9e0-4df2-b7e0-c0f9f460fe7b. 

11 https://www.cnbc.com/2023/03/01/esg-investing-gop-opposition-has-ties-to-trump-allies-wealthy-donors.html.