Investments

Bank Of America Investment In a move aimed at encouraging foundations to play more active roles in the corporate-governance and social-responsibility issues of publicly held companies, Rockefeller Philanthropy Advisors today announced the publication of "Unlocking the Power of the Proxy: How Active Foundation Proxy Voting Can Protect Endowments and Boost Philanthropic Missions."

This program's proxy document is designed to allow the Proxy full discretion to vote on any issue, although the Proxy may be required to vote in a certain way on specific issues. Unless the Proxy can vote on all issues properly raised at the meeting, the Homeowner as represented by the Proxy could be challenged as "not being present" for quorum purposes.

Investment Opportunity The guidebook marks the first time that foundation representatives have in one place all the information they need to understand how to exercise their fiduciary responsibilities relative to proxy voting.

Generally, a designation of proxy is given for one Homeowners' meeting, and the Proxy is given full power to vote the shares in the Proxy's discretion or in accordance with an informal oral arrangement between the Homeowner and the Proxy. However, the Homeowner may wish to require the Proxy to vote a certain way on one or more specific issues. For example, if officers will be elected at an annual meeting, the Homeowner may wish to require the Proxy to vote for certain officers. Or, there may be a key issue that will be decided, and the Homeowner wants to make sure that the Proxy votes "for" or "against" as the case may be.

Banc Of America Investment "Unlocking the Power of the Proxy" arrives at a time when American foundations have total endowments of more than $400 billion, much of it invested in the equities of U.S. companies; this puts them on par with other large institutional investors. Yet most foundations have ignored the opportunities inherent in using the proxy vote to engage management on crucial decisions and, in turn, protect the investments on which their missions depend. Sixty percent of respondents to a recent Council on Foundations survey reported that they delegate proxy voting to investment managers, who often automatically vote in accordance with management's recommendations.

Accordingly, the Company announced that a Special Meeting of Shareholders will be held on Thursday, March 31, 00 a.m. Israel time, at the offices of the Company, 126 Yigal Allon Street, Tel Aviv, Israel. The record date for the meeting is March 2, 2005. Orckit will send to its shareholders of record a proxy statement describing the various matters to be voted upon at the meeting, along with a proxy card enabling them to indicate their vote on each matter.

Banking Investment "We wanted to arm foundations with a thorough understanding of their rights and responsibilities connected to the proxy vote- and its potential impact - and give them the tools and guidance they need to confidently take appropriate action with management," said Doug Bauer, a vice president and senior philanthropic advisor at Rockefeller Philanthropy Advisors. "Our main concern is that foundations consider the implications of their votes so they can act in an engaged, informed manner that is in keeping with their specific missions," he added.

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Investment Solution Strategic According to Rockefeller Philanthropy Advisors and its partner in this project, the As You Sow Foundation, even among those foundations that actively vote their proxies, relatively few have formal policies to guide officers voting on the publicly traded companies held in a foundation's investment portfolio. Such a policy can boost a philanthropic mission in two important ways:

Investment Banking Services - Supporting actions that seek to strengthen management at publicly traded companies, protecting long-term shareholder value and the value of foundations endowments; and

Bank Investment - Strengthening a foundation's charitable mission by using proxy voting to support social and environmental goals that are often at the heart of a foundation's work.

Alternative Investment "The recent scandals demonstrate how readily securities laws can be violated, and the results of 2003 proxy season suggest that investors are not content with new laws and regulations governing corporate behavior," said Conrad MacKerron, Director of the Corporate Social Responsibility Program of As You Sow Foundation, and principal author of "Unlocking the Power of the Proxy." "Conscious proxy voting sends a much-needed message to companies that shareholders are watching and expect honest, responsive management. We hope this guide will help more foundations develop proxy voting policies so they can take informed proxy actions," he continued.

Online Investment Services "Unlocking the Power of the Proxy" walks readers through the myriad issues relating to proxy voting, from the roles played by all involved entities such as investment managers and public pensions to definitions of key terms and a discussion of related legal issues. The guidebook includes step-by-step advice for developing formal voting guidelines and policies, including how to move the guidelines through potential internal roadblocks; it then clearly explains how to implement the guidelines once they are approved. The guidebook gives readers examples of philanthropic organizations that have taken leadership positions regarding active proxy voting, and directs readers to additional resources.

Accompany Essential Investment "At its core, proxy voting means simply paying attention to issues raised by shareholders that have corporate governance or social implications for foundations," continued Doug Bauer. "As we enter the 2004 proxy season, our goal is that the information and tools we have provided will help all types of foundations develop positions on these issues, and ensure that their votes are cast and their voices are heard." Funding for the guidebook was provided by Anne Bartley, Dr. Neva Goodwin and Eileen Rockefeller Growald, all of whom are deeply involved with foundations of various sizes and missions and recognized the growing importance of this issue.

Investment Company "We're gratified that these extremely knowledgeable donors turned to our organization and As You Sow," said Melissa Berman, President and CEO of Rockefeller Philanthropy Advisors. "It is their hope - and ours - that this publication will trigger discussion and action in the offices and board rooms of foundations across the country and the world."

Investment Management Solution "Unlocking the Power of the Proxy" is available at no cost by contacting Rockefeller Philanthropy Advisors at info@rockpa.org or 212-812-4330.It is also available as a downloadable PDF file at http://www.rockpa.org and http://www.asyousow.org.

Investment Management Services About Rockefeller Philanthropy Advisors

Guide Investment Stock Rockefeller Philanthropy Advisors is an independent, nonprofit service that develops and manages effective giving programs. Headquartered in New York City, it traces its antecedents to John D. Rockefeller, Sr., who in 1891 began to professionally manage philanthropy "as if it were a business." He set the style of family giving by specifying that grants would be used "for the well-being of people throughout the world." In the past decade, Rockefeller Philanthropy Advisors has advised on and managed more than $850 million in annual giving in more than 40 countries. Rockefeller Philanthropy Advisors also includes The Philanthropic Collaborative, a donor-advised fund for international giving and special projects.

Investment Manual Solution About As You Sow

Investment Stock As You Sow is a non-profit organization dedicated to promoting corporate social responsibility. Its mission is to promote progressive social and environmental policies at companies through its Corporate Social Responsibility Program, which represents the interests of socially concerned investors in dialogue with some of the largest and most prominent U.S. corporations.

Essential Investment Solution AScribe Newswire - 2/25/2004

Topic: Activism

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