In general, Green Century will vote the Fund's proxies to support resolutions designed to address and resolve environmental problems.
Climate Change: Green Century will vote the Fund's proxies to support resolutions requesting that a company disclose information on the environmental and financial risks of climate change, as well as resolutions requesting that a company take action to reduce its impact on the global climate.
Renewable Energy and Energy Efficiency: Green Century will vote the Fund's proxies to support resolutions encouraging a company to increase its investments in renewable energy and energy efficiency.
Environmental Reports: Green Century will vote the Fund's proxies to support resolutions requesting that a company disclose information on the company's programs or activities regarding the environment.
Genetically Engineered (GE) Foods: Green Century will vote the Fund's proxies to support resolutions requesting that a company report on and reduce its use of GE ingredients, as well as resolutions asking for the labeling of such foods.
Arctic National Wildlife Refuge and other wilderness areas: Green Century will vote the Fund's proxies to support resolutions asking a company not to conduct destructive operations, such as oil drilling or mining, in these areas.
Ancient Forests: Green Century will vote the Fund's proxies to support resolutions that promote the elimination of sales of wood from ancient forests.
Water Use: Green Century will support resolutions requesting companies to report on the business risks associated with their use of water, and steps taken to mitigate the impact on water supplies of communities near company operations.
Product Responsibility: Shareholders have asked companies to take responsibility for the environmental impact of their products throughout their lifecycle, including reducing the toxic substances used to make products, and assisting in and promoting the recycling of products. Green Century will vote the Fund's proxies to support resolutions in these areas.
Chemical Safety: Shareholders have asked companies to take a variety of actions relating to toxic and potentially toxic chemicals. These actions include phasing out use of the chemicals, reporting on the availability of alternatives, or reporting on the business risk from liability or changed regulations. Green Century will support these and similar resolutions.
PVC Plastics: Polyvinyl chloride (PVC) plastics have been linked to cancer and other debilitating illnesses. Green Century will vote the Fund's proxies to support resolutions that seek the elimination of the use of PVC.
Mercury: Green Century will vote the Fund's proxies to support resolutions that seek the elimination of the use of mercury in consumer and medical products.
Environmental Hazards to Communities: Green Century will support resolutions asking companies to disclose the use of substances that pose an environmental health or safety risk to communities in which they operate.
Use of Recycled Materials: Green Century will vote the Fund's proxies to support resolutions that encourage the greater use of recycled content in a company's products, and the greater use of recycled paper overall.
CERES Principles: Green Century will vote the Fund's proxies to support resolutions asking a company to adopt the CERES Principles.
Animal Welfare: Green Century will support resolutions asking restaurants and other corporations to adopt animal welfare standards for their operations worldwide, and to report these standards to shareholders.
Boards of Directors
Green Century will vote the Fund's proxies to support resolutions designed to enhance the independence, diversity and accountability of boards of directors.
Candidates for Director: Green Century will, on behalf of the Fund, withhold support for a board's nominees if the nominees do not include women or minority candidates. Also, Green Century will, on behalf of the Fund, withhold support for a board's nominees if a majority of the candidates are not independent of the company.
Staggered or Classified Boards: Some companies stagger the terms of directors; thus, all directors are not up for election each year. The manager believes this limits opportunities for shareholder democracy; thus, Green Century will vote the Fund's proxies to support resolutions that would eliminate staggered boards.
Cumulative Voting: This practice allows shareholders to cast all of their director votes for one candidate. Green Century will, on behalf of the Fund, oppose resolutions that allow for cumulative voting.
Majority Voting: Most U.S. corporations elect their directors based on a plurality vote standard. Under this standard, a director will still be elected, even if 99.9% of shareholders withheld their vote. Green Century will support resolutions asking that boards of directors amend the Company's governance documents (certificate of incorporation or bylaws) to require that directors be elected by a majority of votes cast at the annual meeting.
Diversity of Board: Green Century will vote the Fund's proxies to support resolutions encouraging companies to adopt policies to promote a diverse slate of board of directors' candidates.
Independent Boards: Green Century will vote the Fund's proxies to support resolutions that would require a majority or more of a company's directors to be independent of the company. Green Century will withhold our votes from the Chair of the Board if that person is not independent. Green Century will support shareholder proposals to separate the position of Chair and CEO, and proposals that request that the position of Chair be held by an independent director who has not served as CEO.
Independence of Committees: Green Century will vote the Fund's proxies to support resolutions that would require that audit, compensation, and nominating committees of directors be filled exclusively with independent directors.
Corporate Governance and Corporate Structure
Green Century will vote the Fund's proxies to support resolutions designed to encourage corporate responsibility and democracy.
Auditor Independence: Green Century will support the reappointment of the company's auditor unless we have reason to believe that the independence of the audit may be compromised. Green Century believes that auditors who provide significant non-audit services to a company could have a conflict of interest. Therefore, Green Century will vote the Fund's proxies to support the re-appointment of a company's auditor only if the auditor did not receive more than 25% of its fees for non-audit-related services provided to the company, where such data is available. Green Century will include audit-related fees as well as fees related to tax services in our calculation of audit fees. Green Century will withhold votes from members of the audit committee where the audit committee has approved an audit contract where non-audit fees exceed audit fees. Also, Green Century will vote the Fund's proxies to support resolutions that encourage companies to have only audit services provided by the company's auditor. Green Century will also support shareholder proposals that set a reasonable period for mandatory rotation of the auditor (at least every five years). In cases where a company removed auditor ratification from the ballot in either 2004 or 2005, Green Century will withhold our votes from members of the audit committee. Green Century will support shareholder proposals asking companies to place the ratification of auditors on the agenda.
In-Person Annual Meetings: Some companies have lobbied for the right to replace in-person annual meetings with meetings held via the Internet. The manager believes that this practice would limit shareholder democracy; thus, Green Century will vote the Fund's proxies to support resolutions asking companies to commit to continuing to hold in-person annual meetings.
Rotating Sites of Annual Meetings: Green Century will support resolutions asking companies to move their annual meetings around the country so that their owners in different regions have an opportunity to participate in person.
Employee Stock Ownership Plans (ESOP's): Green Century will vote the Fund's proxies to support resolutions to create and maintain these plans as a means of fostering employee ownership.
Stock Option Plans: Green Century will vote the Fund's proxies to support stock option plans only if at least 90% of the options granted under the plan are granted to non-executive level employees. Green Century will also support asking companies to grant performance-based stock options, designed to reward management when a company's stock outperforms the general stock market.
Stock Option Expensing: Green Century will oppose the use of stock options where they are not fully expensed, and support shareholder proposals calling for companies to expense stock options in the company's annual income statement.
Cash Balance Pension Plans: In the late 1990s, many companies converted their pension plans from traditional defined benefit pension plans to cash-balance plans, often at a cost to older workers. Green Century will support resolutions asking companies to give employees the choice of either a defined benefit pension plan or a cash-balance plan.
Director and Executive Compensation: Green Century will vote the Fund's proxies to support resolutions that request a report on director and executive compensation, as well as resolutions that would require policies to restrict compensation to reasonable levels.
Raises During Layoffs: Green Century will support resolutions that require companies to freeze the salaries of corporate officers during layoffs and/or until the positive benefits of the layoffs are demonstrated.
Management Compensation and Environmental and Social Performance: Green Century will vote the Fund's proxies to support resolutions that request reports on the link between executive compensation and a company's record on environmental and social issues.
Political Contributions: Green Century will vote the Fund's proxies to support resolutions encouraging boards of directors to establish corporate political contributions guidelines and reporting provisions, and to produce reports detailing the use of corporate resources for political purposes. Green Century will also support proposals advancing principles of corporate nonpartisanship.
Stock Issuance: Green Century will vote the Fund's proxies to support the issuance of stock of a company unless the manager has reason to believe that the issuance is designed to thwart a takeover bid.
Mergers and Acquisitions: Mergers and acquisitions will be evaluated on a case-by-case basis, taking into account social, environmental, and financial impacts of the proposed transaction. Green Century will oppose any merger or acquisition that would result in a company that would not qualify to be owned by the Fund.
Community
Green Century will vote the Fund's proxies to support resolutions designed to encourage a company to behave responsibly in its interactions and impacts on the communities in which it operates.
Fair Lending Practices: Green Century will vote the Fund's proxies to support resolutions requesting that a company adopt fair lending practices, including prohibitions on redlining and on predatory or discriminatory lending.
Excessive Drug Prices: Green Century will vote the Fund's proxies to support resolutions requesting that a company report on and implement policies to ensure that consumers are charged a reasonable price for prescriptions medications.
Military and Violence
Green Century will generally vote the Fund's proxies to support resolutions that seek to decrease a company's reliance on sales to the military or promotion of violence.
Handgun Sales: Green Century will vote the Fund's proxies to support resolutions asking that mainstream retailers stop selling handguns and ammunition.
Television and Video Game Content: Green Century will vote the Fund's proxies to support resolutions requesting a report on standards for television programming and video game content, especially violent programming and content. In addition, Green Century will support resolutions asking retailers to report on their marketing policies for violent video games.
Workplace Violence: Green Century will support resolutions asking corporations to develop violence prevention programs in the workplace.
Tobacco
Green Century will vote the Fund's proxies to support resolutions which aim to limit or eliminate tobacco sales, use and advertising.
Sales to Minors: Green Century will vote the Fund's proxies to support resolutions that call on retailers to stop selling cigarettes and resolutions that ask retailers to ensure that they are not selling tobacco products to minors.
Smoke-Free Policies: Green Century will vote the Fund's proxies to support resolutions that encourage restaurants to adopt smoke-free policies.
Tobacco Advertising: Green Century will vote the Fund's proxies to support resolutions that request that media companies report on the effects of tobacco advertising and that encourage restrictions on such advertising.
Diversity
Green Century will vote the Fund's proxies to support resolutions which encourage greater diversity in the workplace.
Equal Employment and Affirmative Action Reports: Green Century will vote the Fund's proxies to support resolutions that request a report on issues relating to equal employment opportunity and affirmative action programs.
Discrimination based on Sexual Orientation: Green Century will vote the Fund's proxies to support resolutions that request that a company adopt policies to prohibit discrimination based on sexual orientation.
Pay Equity: Green Century will vote the Fund's proxies to support resolutions requesting that a company disclose pay comparisons between its women and minority employees and other employees to ensure that all employees are fairly compensated.
International Issues
Green Century will vote the Fund's proxies to support resolutions designed to promote responsible corporate behavior in other nations.
HIV/AIDS: Green Century will vote the Fund's proxies to support resolutions that request that a company develop policies to provide HIV/AIDS medications to developing countries at affordable prices. Green Century will also support resolutions asking companies to report on the impact of HIV/AIDS on their operations in Sub-Saharan Africa.
Standards of Conduct: Green Century will vote the Fund's proxies to support resolutions that request that a company report on and develop policies to regulate their conduct overseas, especially regarding their environmental impact.
Standards for Vendors: Green Century will vote the Fund's proxies to support resolutions that request that a company report on and develop policies to regulate the conduct of its vendors, suppliers, and contractors overseas, especially regarding their environmental impact.
Natural Resource Extraction in Developing Countries: Green Century will vote the Fund's proxies to support resolutions that request a report on the impact of natural resource development on indigenous populations.
Miscellaneous Issues
Green Century will vote the Fund’s proxies on a case-by-case basis on any other issues that may arise for which a policy has not been specified.
For more information, contact Green Century at 1-800-93-GREEN, or e-mail info@greencentury.com.
November 2003
Revised: November 2005
Revised: October 2006; Effective November 28, 2006
Background
Green Century Capital Management, Inc