CalPERS and Florida Take Aim at ADM Board in Today's Letter to Shareholders.SACRAMENTO, Calif.--(BUSINESS WIRE)--Oct. 1, 1996--The California Public Employees' Retirement System (CalPERS) and the Florida Retirement System Trust Fund said today that Archer-Daniels- Midland's (ADM See add/drop multiplexer. (language) ADM - A picture query language, extension of Sequel2. ["An Image-Oriented Database System", Y. Takao et al, in Database Techniques for Pictorial Applications, A. Blaser ed, pp. 527-538]. ) Board fails to meet even a "watered-down version" of independence, calling the company's definition of board independence "shallow." In a strongly worded letter issued to ADM shareholders, the two large pension funds called on shareholders to vote for the CalPERS/Florida joint shareholder proposal. The proposal, if passed, would require an amendment to the Company's by-laws to ensure that ADM's Board consist of a majority of independent directors. Arguing against ADM's definition of independence in the letter, James E. Burton, Chief Executive Officer for CalPERS; and Barbara Jarriel, Acting Executive Director of the Florida Retirement System Trust Fund, write: "The company (ADM) would like you to believe that because someone is an `outside' director, he or she will be independent. We disagree -- not so much in a director's ability to be independent, but in his or her willingness to exercise that right. When outside directors who are also relatives, customers, suppliers and friends are asked to judge performance of the company and its management -- how `independent' will they be?" The letter further cites a November 1995 Business Week article that sums up ADM's 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. style: "It was corporate governance, Dwyane Andreas-style. At the Oct. 19 annual meeting of Archer-Daniels-Midland Co., the agribusiness agribusiness Agriculture operated by business; specifically, that part of a modern national economy devoted to the production, processing, and distribution of food and fibre products and byproducts. giant under investigation for price-fixing, Chairman Andreas shouted down shareholders and ordered the audience microphones turned off. To a pension official who yelled out: `This is telling us a lot about how this company is run,' Andreas shot back: `This meeting, sir, runs according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. my rules.'" Burton and Jarriel respond by saying: "If the shareholder meeting runs according to the Chairman's rules, how does the Company run? Is it really believable be·liev·a·ble adj. Capable of eliciting belief or trust. See Synonyms at plausible. be·liev  a·bil that directors made up of relatives, customers, suppliers and friends will be independent of his rule? We believe not. More importantly, what has his rule brought? A criminal price-fixing investigation." The proxy solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual letter follows a warning faxed to shareholders last week by CalPERS and Florida urging them to refrain from signing or returning proxy voting Proxy voting is the delegation to another member of a voting body of that member's power to vote in his absence. It is essentially synonymous to delegated voting. Proxy voting is commonly used in corporations for voting by members or shareholders, because it allows members cards until they received today's letter. The two Systems took this unusual step because ADM was so late in mailing out its proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other package before the October 17th annual meeting, and for fear that shareholders might act too quickly to vote their shares without the benefit of the pension funds' information. The Systems' proxy solicitation letter and last week's alert to shareholders have been placed on the Internet and can be accessed on-line at http://www.trbu.com/cins. A representative from the Florida Retirement System Trust Fund will present the joint shareholder proposal at ADM's annual shareholder meeting scheduled for October 17 in Decatur, Illinois
CalPERS is the nation's largest public pension fund with assets totaling more than $100 billion. The System provides retirement and health benefits to one million current and retired public employees and their families. CONTACT: California Public Employees' Retirement System Office of Public Affairs Those public information, command information, and community relations activities directed toward both the external and internal publics with interest in the Department of Defense. Also called PA. See also command information; community relations; public information. Brad Pacheco/Pat Macht, 916/326-3991 |
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