In a May 9 editorial, The Wall Street Journal sought to demonize activities by corporate shareholders who are pushing for increased disclosures of corporations' political spending, saying those efforts were part of a "campaign to intimidate companies from exercising their free-speech rights."
But the Journal's cries of intimidation, bullying, and "Saul Alinsky" tactics by shareholders are an attempt to distract from a growing movement by shareholders of companies across the country who are demanding increased transparency of corporate political spending.
As evidence of this so-called bullying by shareholders, the Journal pointed to a coalition of WellPoint investors who are demanding increased political spending disclosure by the company and seeking to oust two of its board members -- including the wife of former Democratic Sen. Evan Bayh -- for allegedly failing to oversee "high risk political spending," according to The Washington Post.
But the shareholders' demand for increased political spending disclosures is nothing new, and is part of a growing trend that goes well beyond WellPoint. According to the Center for Political Accountability, a leading "non-profit, non-partisan organization that was created to bring transparency and accountability to corporate political spending," 100 companies "have adopted disclosure and oversight of their political spending." NPR recently reported that "as publicly held corporations are gathering for their annual meetings, shareholders are asking a lot of questions about political spending." NPR further noted that the trend has borne out as a response to Supreme Court's Citizens United decision back in 2010 that allowed corporations and unions to spend freely on political campaigns.
And as Minnesota Public Radio reported, these disclosure resolutions are getting more and more shareholder votes:
In 2011, average support for transparency policies increased from 30 percent to 33 percent, and eight resolutions got more than 40 percent of the shareholder vote, according to the Sustainable Investments Institute, an organization that tracks efforts to make companies more socially and environmentally responsible.
Moreover, while the Journal demonized the WellPoint shareholders for pushing a no-vote campaign against the two board members, Nell Minow, director of GMI Ratings, "which provides corporate governance information to auditors and investors," told The Washington Post that "targeting individual board members may be the only way you make any progress" in forcing increased disclosure of corporate spending activities:
Shareholder resolutions demanding disclosure and other reforms have proliferated in recent years. But corporate governance advocates say this seems to be the first effort to target specific board members for decisions about spending.
"This is a surgical strike, and it could be enormously effective," said Nell Minow, director of GMI Ratings, which provides corporate governance information to auditors and investors. "Targeting individual board members may be the only way you make any progress" in forcing the disclosure of corporate political and lobbying activities.
Minow joins a growing group of corporate governance experts urging more disclosure because of the "reputational risks" for companies when controversial spending is revealed.
CNNmoney.com detailed two shareholders who are going to vote against the WellPoint board members over the company's disclosure practices:
The Nathan Cummings Foundation, for one, plans to vote against all four directors up for election, because of "gaps in the company's disclosure of its political spending, the company's apparent backtracking on a prior agreement ... and [board member] conflicts of interest," Laura Campos, director of shareholder activities, wrote in an email.
The backtracking Campos refers has to do with a contention among some shareholders that WellPoint reneged on an agreement with a nun.
Sister Valerie Heinonen, director of shareholder advocacy at Mercy Investments, originally got involved with political disclosure issues with Aetna and WellPoint, "back in 2006 during the Bush administration," she told me. Her description of the experiences is a study in contrasts. With Aetna, she worked directly with the insurance company's Washington office and they did an "excellent job," she says. But with WellPoint, they had her work with an outside law firm who "did just what was necessary." In 2007, Heinonen struck an agreement with WellPoint on the disclosure of its political spending practices, but she now feels that there are gaps that need filling.
Heinonen wrote in an email that her fund plans to vote against WellPoint's directors because they "did not think it important to disclose [lobbying] connections to investors, or, perhaps never read the policy."
The Wall Street Journal, ever the defender of big business, feels shareholder activist groups are trying to prevent "companies from exercising free speech" and that this WellPoint case is just another front in that war. Shareholders -- the owners of WellPoint -- will ultimately decide for themselves whether or not WellPoint's disclosure mechanisms are robust enough by voting on the matter at the insurer's annual meeting May 16.