Calvert Proposes Diversity Language For Corporate Governance and Nominating Committees.Business Editors BETHESDA Bethesda, city, United States Bethesda, uninc. city (1990 pop. 62,936), Montgomery co., W central Md., an affluent residential and commercial suburb of Washington, D.C. The area was settled in the late 17th cent. , Md.--(BUSINESS WIRE)--May 5, 2003 New Requirement for a Majority of Independent Directors Creates Unique Opportunity to Bring Diversity to Corporate Boards Calvert, the nation's largest family of socially responsible funds, today announced that it has issued model charter language for corporate nominating and governance Governance makes decisions that define expectations, grant power, or verify performance. It consists either of a separate process or of a specific part of management or leadership processes. Sometimes people set up a government to administer these processes and systems. committees focused on attaining diversity in corporate board rooms. In releasing its new charter language, the firm argues that diversity is a critical attribute to a well-functioning board and an essential measure of good 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. . "Against the back drop of Sarbanes-Oxley reforms and proposed New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. rules requiring a majority of independent directors and key committees composed exclusively of independent directors, we have an historic opportunity to change the face of corporate boards", said Barbara J. Krumsiek, President & 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. of Calvert. "As potentially hundreds of corporate boards bring on new members, companies have an unprecedented opportunity to increase the number of women and people of color Noun 1. people of color - a race with skin pigmentation different from the white race (especially Blacks) people of colour, colour, color race - people who are believed to belong to the same genetic stock; "some biologists doubt that there are important on their boards, which is an excellent way to assure the diversity of experience and perspective needed for sound corporate governance," Ms. Krumsiek added. Under the proposed NYSE NYSE See: New York Stock Exchange listing standards, companies must have a nominating committee A nominating committee is a group formed usually from inside the membership of an organization for the purpose of nominating candidates for office within the organization. It works similarly to an electoral college, the main difference being that the available candidates, either comprised solely of independent directors and a written charter describing the committee's purpose and principles. Calvert's Model Nominating Committee Charter Language on Board Diversity complements these requirements by giving companies "the means to formalize their commitments to an independent and inclusive board." To date, progress in cracking cracking - cracker the "boardroom ceiling" has been slow. Women, who account for nearly half the nation's workforce, college graduates, and talent pool, occupy just 14% of Fortune 1,000 board seats, while African Americans African American Multiculture A person having origins in any of the black racial groups of Africa. See Race. hold just 3% and Hispanics only 1%. Calvert's Model Nominating Committee Charter Language includes the following provisions: -- The Nominating Committee shall advise the Board on matters of diversity including race, gender, culture, thought, and geography, and recommend, as necessary, measures contributing to a Board that, as a whole, reflects a range of viewpoints, backgrounds, skills, experience, and expertise. -- The Nominating Committee shall develop criteria for Board membership that strives to attain diverse backgrounds and skills by searching for candidates not only from traditional corporate environments, but from government, academia, private enterprise, and non-profit organizations A non-profit organization (abbreviated "NPO", also "non-profit" or "not-for-profit") is a legally constituted organization whose primary objective is to support or to actively engage in activities of public or private interest without any commercial or monetary profit purposes. as well. -- The Nominating Committee shall develop recruitment protocols that seek to include diverse candidates as part of every director search. Calvert's model charter language has been endorsed by the Connecticut Connecticut, state, United States Connecticut (kənĕt`ĭkət), southernmost of the New England states of the NE United States. It is bordered by Massachusetts (N), Rhode Island (E), Long Island Sound (S), and New York (W). State Treasurer's Office, which launched its own board diversity program last year. "Calvert's model charter language creates a roadmap for nominating committees to commit to board diversity," said Denise L. Nappier, Treasurer of the State of Connecticut and principle fiduciary fiduciary (fĭd `shēĕ'rē), in law, a person who is obliged to discharge faithfully a responsibility of trust toward another. of the $17 billion Connecticut
Retirement Plan and Trust Fund. "As I continue to talk with
corporate leaders on this effort, I will share the Calvert model charter
language and ask them to include this commitment to diversity in their
nominating committee charters."
"I commend com·mend tr.v. com·mend·ed, com·mend·ing, com·mends 1. To represent as worthy, qualified, or desirable; recommend. 2. To express approval of; praise. See Synonyms at praise. 3. Calvert on their leadership on this important issue and look forward to continuing to work with them and other institutional investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. in making true board diversity a reality," added Ms. Nappier. Calvert also recently contacted over 600 companies in the Calvert Social Index The Calvert Social Index is a stock market index created by the Calvert Group as a benchmark of large companies that are considered socially responsible or ethical. It currently consists of 468 companies, weighted by market capitalization, selected from approximately 1,000 of the Fund citing the opportunity the new NYSE listing requirements Listing requirements Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading. will present and encouraging the companies to proactively recruit qualified women and minority board candidates as they take the necessary steps to comply. Calvert also filed shareholder resolutions with nine companies this year, asking the companies to diversify diversify To acquire a variety of assets that do not tend to change in value at the same time. To diversify a securities portfolio is to purchase different types of securities in different companies in unrelated industries. their boards of directors. "We are committed to advancing board diversity as a critical component of good corporate governance and overall corporate responsibility," said Ms. Krumsiek. "In the aftermath of Enron Enron A U.S. energy-trading and utilities company that housed one of the biggest accounting frauds in history. Enron's executives employed accounting practices that falsely inflated the company's revenues, which, at the height of the scandal, made the firm become the seventh and other corporate scandals A corporate scandal is a scandal involving allegations of unethical behavior by people acting within or on behalf of a corporation. A corporate scandal sometimes involves accounting fraud of some sort. , there can be no doubt that America's corporations need to broaden their perspective and bring more people to the table. In the end, this will not only promote greater diversity, but I am convinced it will be good for business as well." For more information on Calvert's shareholder resolutions and to read an issue brief on board diversity authored by Calvert's shareholder research staff, click on www.calvert.com. Calvert is the nation's largest socially responsible mutual fund firm with approximately $8.8 billion in 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. . Calvert offers thirty funds that allow individual and institutional investors to pursue a broad range of investment objectives within a single fund family. Calvert launched the Calvert Social Index(TM) a benchmark for measuring the performance of large, U.S.-based socially responsible companies. Calvert also has an extensive lineup A criminal investigation technique in which the police arrange a number of individuals in a row before a witness to a crime and ask the witness to identify which, if any, of the individuals committed the crime. of tax-free and taxable fixed income investments. For more information on Calvert, click on www.calvert.com. 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. (4/03,4369)
Nominating Committee
Model Charter Language
On
Board Diversity
Introduction
Calvert's goal in developing model charter language on board diversity
is to give companies a means to formalize their commitment to an
independent and inclusive board. We have taken the approach of
suggesting language appropriate for different sections of a Nominating
Committee Charter, based on the style and approach of the Board to the
Charter construction. For ease of reference, we have included in bold
below a suggested table of contents for a Nominating Committee
Charter. We have indicated under which heading Calvert's model
language on board diversity may be inserted.
I. Purpose
-- (1) The Board believes that diversity is an important
attribute of a well-functioning board. It is the
responsibility of the Nominating Committee to recommend
for selection qualified candidates to serve as directors
of the Company. Among the responsibilities of the
Nominating Committee shall be to advise the Board on
matters of diversity including race, gender, culture,
thought and geography, and recommend, as necessary,
measures contributing to a Board, that as a whole,
reflects a range of viewpoints, backgrounds, skills,
experience, and expertise.
II. Organization
III. Composition of the Committee
IV. Meetings and Procedures of the Committee
V. Goals and Responsibilities
-- (2) The Nominating Committee shall develop a set of
criteria for Board membership that strives to attain a
diversity of background and skills for the Board. The
Committee shall also create a search protocol that seeks
qualified Board candidates from, among other areas, the
traditional corporate environment, government, academia,
private enterprise, non-profit organizations, and
professions such as accounting, human resources, and legal
services.
-- (3) In the process of searching for qualified persons to
serve on the Board the Nominating Committee shall strive
for the inclusion of diverse groups, knowledge, and
viewpoints. To accomplish this, the Committee may retain
an executive search firm to help meet the Committee's
diversity objective as well as form alliances with
organizations representing the interests of women and
minorities. In connection with its efforts to create and
maintain a diverse Board, the Nominating Committee will:
(1) (3a) Develop recruitment protocols that seek to
include diverse candidates in any director search.
These protocols should take into account that
qualified, but often overlooked, candidates may be
found in a broad array of organizations, including
academic institutions, privately held businesses,
nonprofit organizations, and trade associations, in
addition to the traditional candidate pool of
corporate directors and officers.
(2) (3b) Strive to use, to their fullest potential,
the current network of organizations and trade groups
that may help identify diverse candidates.
(3) (3c)Periodically review director recruitment and
selection protocols so that diversity remains a
component of any director search.
-- (4) The Nominating Committee shall seek diverse populations,
expertise, and viewpoints for representation on the Board. The
Board recognizes, however, that the representation of specific
may vary over time.
VI. Investigations and Studies: Outside Advisers
VII. Performance Evaluations
-- (5) The Nominating Committee shall periodically review
Board composition to ensure that the Board reflects a
balance of knowledge, experience, skills, expertise and
diversity, including racial and gender diversity required
for the Board to fulfill its duties.
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