CalPERS Shareholder Proposal Filed with Rollins Environmental Services; Fund Seeks Independent Directors.SACRAMENTO, Calif.--(BUSINESS WIRE)--Aug. 14, 1996--The $100 billion California Public Employees' Retirement System (CalPERS) announced today that it is has filed a shareholder proposal with Rollins Environmental Services (REN ren or jen In Confucianism, the most basic of all virtues, variously translated as “humaneness” or “benevolence.” It originally denoted the kindness of rulers to subjects. ) calling for the company to restructure its board to include a majority of independent directors. The shareholder proposal filed by CalPERS urges REN's Board of Directors to take steps to take action; to move in a matter. See also: Step necessary to amend the Company's Bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an to require that a majority of the Board be comprised of independent directors. Currently, six of REN's eight directors are affiliated with two sister companies, Rollins Truck Leasing and Matlack Systems, Inc. CalPERS believes that these cross-company relationships raise the potential for conflicts of interests that prohibit clear and objective decision making in the best long-term interests of shareholders. "Through this proposal, we seek to promote strong, objective leadership on the Board," said Charles P. Valdes, CalPERS Investment Committee Chairman. "We believe the best way to ensure that shareholders are considered first is to instill in·still v. To pour in drop by drop. in  stil·la tion n. independence." CalPERS defines an independent director as one who: - has not been employed by the Company or an affiliate in an executive capacity within the last five years; - was not, and is not a member of a corporation or firm that is one of the Company's paid advisers or consultants; - is not employed by a customer, supplier or provider of professional services to the Company; - has no personal services personal services n. in contract law, the talents of a person which are unusual, special or unique and cannot be performed exactly the same by another. These can include the talents of an artist, an actor, a writer, or professional services. contract with the Company; - is not employed by a foundation or university that receives grants or endowments from the Company; - is not a relative of the management of the Company; and - is not an officer of a company on which the Company's Chairman or CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. is also a board member. The proposal is the latest attempt by CalPERS to maximize its investment in REN by seeking improvement of REN's through better corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. . In February 1996, the Delaware-based hazardous waste Hazardous waste Any solid, liquid, or gaseous waste materials that, if improperly managed or disposed of, may pose substantial hazards to human health and the environment. Every industrial country in the world has had problems with managing hazardous wastes. management company was publicly placed on CalPERS top ten list of Corporate America's financial underperformers due to its lackluster performance compared to its industry peers. REN lost 60 percent of its market value over a three-year period ending May 31, 1995 -- an annual loss of 26 percent. Although CalPERS and an independent consultant indicated that the significant downturn of the hazardous waste industry over time had contributed to the company's decline, research showed REN's performance still fell well short of the performance of its industry peers. In January 1996, CalPERS took aggressive action and voted against the re-election of the company's directors citing REN's continued loss in share value. REN continues to post operating losses and to underperform its peers. REN's three-year annualized annualized Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared. return for the period ending May 31, 1996 indicates a loss of 23 percent. Earnings per share have steadily decreased, falling from $0.20 in 1993, to a loss of $0.37 for the first nine months of fiscal-year 1996, and the company's stock is now down 40 percent from its 52-week high in September 1995. CalPERS is the nation's largest public pension fund. The System provides retirement and health benefits to one million current and retired public employees and their families. CONTACT: CalPERS Brad Pacheco/Pat Macht, 916/326-3991 |
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