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Calvert, Walden Asset Management Urge Expensing of Stock Options, Protest SEC's No-Action Relief to National Semiconductor Corporation Proxy.


Business Editors

BETHESDA, Md.--(BUSINESS WIRE)--Aug. 20, 2002

Firms Maintain Stock Option Treatment is Significant Social Policy,

Not Simply a Choice of Accounting Methods'

Calvert and Walden Asset Management Walden Asset Management(WAM) is the division of Boston Trust and Investment Management Company dedicated to Socially responsible investing (SRI). History
WAM was founded in 1975, shortly after the start of the modern SRI movement that was spurred by the Vietnam War.
 are protesting the SEC's recent decision to allow National Semiconductor Corporation to omit o·mit  
tr.v. o·mit·ted, o·mit·ting, o·mits
1. To fail to include or mention; leave out: omit a word.

2.
a. To pass over; neglect.

b.
 a proposal for expensing stock options in its next proxy.

The United Brotherhood of Carpenters Pension Fund had petitioned the SEC for the proposal. In its July 19th ruling, the SEC said that the decision to whether expense stock options or not was an operating business decision and amounted to no more than a "choice of accounting methods."

"On behalf of Calvert and Walden Asset Management, we find this decision extraordinary," said Julie Gorte, Calvert's Director of Social Research. "We are deeply concerned the SEC should take this position, particularly at this moment. Never, in recent history, has the subject of executive compensation been less a matter of "ordinary business."

Gorte points to the litany litany (lĭt`ənē) [Gr.,=prayer], solemn prayer characterized by varying petitions with set responses. The term is mainly used for Christian forms. Litanies were developed in Christendom for use in processions.  of accounting abuse and earnings restatement Restatement

A revision in a company's earlier financial statements.

Notes:
The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error.
 that has characterized so much of the business news over the past three years. Over the past several years, she notes, the list of companies that have restated their earnings to correct misleading financial information has grown from 104 in 1997 to 156 in 2000, with restatements often in the hundreds of millions to billions of dollars in some of the more spectacular cases. The recent passage of substantial financial reform legislation, and the President's decision to sign this legislation, was aimed primarily at stemming the abuse of financial reporting and accounting rules that has created a crisis of investor confidence that we have not seen since the 1930s.

"Fair dealing in securities can only be accomplished if investors are privy to accurate information on companies' earnings, cash flows, and financial status." said Tim Smith Tim Smith is a common name. Notable people with the name Tim Smith include:
  • Tim Smith (rugby league) (born 1985), Australian rugby league player
  • Tim Smith (American football) (born 1957), former NFL wide receiver
, Senior Vice President of Walden Capital Management. "We believe that shareholders are acting appropriately filing shareholder resolutions requesting that companies expense these options."

Calvert and Walden will appeal the SEC's decision, asserting that executive compensation qualifies as "significant social and corporate policy," rather than the day-to-day business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets , which are typically not subject to proxy votes Proxy vote

Vote cast by one person or entity on behalf of another.
. Their argument is based on the severity of the corporate accounting crisis as well as on precedents set in the SEC's July 12, 2002 Staff Legal Bulletin No. 14A, in which the commission stated:

"As the Commission stated in Exchange Act Release No.

40018, proposals that relate to ordinary business

matters but that focus on 'sufficiently significant

social policy issues...would not be considered to be

excludable because the proposals would transcend the

day-to-day business matters."

Calvert Asset Management Company, Inc., the Advisor to Calvert mutual funds, the nation's largest family of socially screened mutual funds, has filed 27 shareholder resolutions this 2002 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
 season involving a range of issues including global labor practices such as child and forced labor, bias against employees based on sexual orientation sexual orientation
n.
The direction of one's sexual interest toward members of the same, opposite, or both sexes, especially a direction seen to be dictated by physiologic rather than sociologic forces.
, recycling in the computer industry, equal employment disclosure, ethical advertising, and indigenous peoples' rights.

Calvert now publishes its proxy voting record, along with its voting guidelines, on www.calvert.com.

Walden Asset Management has provided socially responsive investment services to individuals and institutions since 1975. With over $1.2 billion in socially screened assets under management Assets Under Management (AUM) is a term used by financial services companies in the mutual fund and money management or investment management business to gauge how much money they are managing. , Walden provides a broad array of domestic and international investment services.

We strive to serve all aspects of our clients' unique investment needs, including portfolio management, social research and shareholder advocacy and account custody. Walden is a division of United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  Trust Company of Boston, which offers a full range of asset management, fiduciary and trust services.

For more complete information about any Calvert mutual fund, call 800/368-2748 for a free prospectus or go to our Web site at www.calvert.com. Read it carefully before you invest.

Calvert mutual funds are underwritten and distributed by Calvert Distributors Inc., member NASD NASD

See: National Association of Securities Dealers


NASD

See National Association of Securities Dealers (NASD).
, a subsidiary of Calvert Group. 4035 (8/02)
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Publication:Business Wire
Date:Aug 20, 2002
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