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FOR IMMEDIATE RELEASE CONTACT: SHAREHOLDER ACTIVIST ROBERT A.G. MONKS ___________________________________ Sees New Proxy Voting Review Committee as Opportunity for Change PORTLAND, ME, May 21, 2001 -- Robert A. G. Monks, a pioneering shareholder activist and Chairman of LENS, an activist advisory firm, holds the SEC's rigid rules covering proxy resolutions responsible for a growing number of corporate board battles. "Current rules for submitting shareholder resolutions are a maze of frustration for legitimate proposals. The SEC leaves serious investors little choice but to run hostile slates, increasing costs and disruption," says Monks. Monks believes the Proxy Voting Review Committee, announced in May and composed of private sector members, may be a solution for investors forced to escalate their demands to get management attention. The SEC has formed the committee to review the fairness and accountability of the proxy voting process. "The present process creates the illusion of rights. I'm hopeful the committee will see the need for far greater flexibility in a system that gives the rightful owners of a public company one chance a year to bring change. When reasonable resolutions are repeatedly rejected, the only courses left are to sell or gain control of the board. In too many cases, neither is the best solution. A simple shareholder vote would have met the need." According to Rule 240.14a-8 of SEC rules and regulations, which governs shareholder proposals, if a company can show that a shareholder resolution meets one of thirteen different grounds for exclusions, the company is entitled to disregard the proposal. Included in this list is a rule that enables companies to ignore shareholder resolutions "If the proposal directly conflicts with one of the company's own proposals to be submitted to shareholders at the same meeting." Monks is a former CEO of a prominent bank and a veteran corporate director. Beginning with his appointment by President Ronald Reagan as head of the pension plan division in the Labor Department, Monks has changed the way corporations behave. From his founding of Institutional Shareholder Services, the leading proxy advisory firm, to his pioneering 1992 governance proxy contest against the management of Sears Roebuck and recent activist campaigns by LENS in the U.S. and Hermes LENS in Europe, Monks has established himself as a leading figure in the corporate governance movement. Monks lives in Portland, Maine, and devotes much of his time to traveling across the globe speaking on corporate governance issues. Cambridge University recently established the Robert A. G. Monks Professorship in Corporate Governance in Monks' honor. Monks' fifth book, The New Global Investors, is scheduled for release in June 2001. Monks recently introduced www.ragm.com, a Web site devoted to global corporate stewardship. Editor's note: Attached is an excerpt from a Q&A issued by the SEC that outlines the thirteen grounds for excluding a shareholder resolution from a company proxy. |