Document e50q2NzL09GNvYZpKLD7arnRy

r#%Zj&vCOMPAA/Y Ed Beeler M/V o^, o--^ <>^' 4tk<AJ d- tf^V5^ xfi^o P) CS^SSfio-^ SL 109897 Investor Responsibility Research Center If you need to track and comprehend developments related to shareholder activism, corporate social responsibility and the rules governing business enter prises worldwide, then you need the services of the Investor Responsibility Research Center (IRRC). IRRC is the leading source of impartial, independent research on corporate governance, proxy voting and corporate responsibility issues. Founded in 1972, IRRC has more than 50 professional staff members providing research and analysis, software products and consulting services to clients. IRRC's mission is to provide the highest quality impartial research on companies and shareholders worldwide. The organization prides itself on supply ing information in a timely fashion, when you need it most. IRRC offers guidance and advice on proxy voting, enabling clients to make informed, considered deci sions that reflect their investment philosophies. IRRC also offers company profile information for portfolio screening and other purposes. Unlike other corporate research providers, IRRC does not advocate on any side of the issues it covers. Thus, you can be assured that the information and analysis it provides is objective and unbiased. And because IRRC is a not-for-profit institution gov erned by subscribers who actually use its materials, you can be assured that no shortcuts are taken on the -^quaKty or accuracy of its research. Over 25 years, IRRC has developed a superlative base of research and expertise. When you face issues of corporate governance and shareholding, IRRC can help you make your decisions more effectively and more efficiently. SL 109899 Proxy Issues Research Services Corporate Governance Service Provides timely and reliable research and analysis on the full range of corporate governance issues con fronting shareholders of U.S. companies. Enables institutional investors to quickly and confidently understand corporate governance issues, track emerg ing trends, make informed voting decisions at each company and stay abreast of proxy voting and reporting responsibilities. Social Issues Service The source for authoritative information and analysis of corporate social policy issues raised by shareholder activists. Monitors corpo rate responsibility issues. Provides complete advance notice, previews and analy sis of social policy share holder resolutions at U.S. companies. Helps institutions understand the political and regulatory climate in which issues arise. Global Shareholder Service Provides research and analysis on more than 5,000 company meetings in 59 markets. Translates proxy materials of companies outside the United States. Provides the issue-specific summaries and analyses investors need to make informed and timely voting decisions. Also explains the relevant rules, regulations and customs of each country and alerts investors to the dates of international annual meetings and the issues coming to votes. Proxy Information Service Designed for corporations, corporate directors, law firms, fund trustees and others who do not vote prox ies but need to know about corporate governance and social policy issues. Tracks issues, identifies emerging controversies and analyzes the debates. Keeps sub scribers informed on SEC regulation of the sharehold er proposal rules and related matters. Reports on insti tutional investor voting on specific issues. IRRC'sproxy issues research is available in electronic and, printedformats. Proxy Management Services SmartVoter Software and Research Linked to IRRC's proxy issues research, SmartVoter generates vote decisions based on an institution's own proxy voting guidelines. Offers a menu of voting guideline options on each proxy issue, then provides company-specific voting alternatives to fit the guide lines chosen. ProxyVoter Software and Datafeed Used by satisfied clients since 1989. Enables investors and managers to record their proxy votes and the rea sons for them, alerts them electronically of shareholder and management proposals at U.S. and non-U.S. SL 109900 2 O :Tf mm K ** s* V". companies, and allows them to generate a variety of voting reports. Provides up-to-date datafeeds on U.S. and non-U.S. companies' record dates, meeting dates and proxy proposals. ProxySeasoner Software and Research Makes instantly available all the historical and current information needed on proxy-related matters. Draws from IRRC's extensive proxy voting research data bases, providing context so users can anticipate, plan, understand and respond to proxy issues and concerns throughout the year. User-friendly. K V-' , > .*V-' -'-C' "Customized reportsfrom IRRC keep us apprised ofdevelopments in the many international companies in our portfolio. The impartiality of the - -y. ^ information enables us to make soundjudgments in ' ,jt proxy voting. " Guideline Advisory Service Produces a thorough set of defensible and consistent proxy voting guidelines to speed decision making on proxy issues and eliminate cosdy case-by-case analysis. Offers a complete menu of variable guideline options currendy used by hundreds of institutional investors and 100 percent compatible with IRRC's SmartVoter software. IRRC staff work closely with institutions and managers to establish or refine guidelines. Agency Voting Service Frees valuable time and resources of institutions and managers by voting all proxies according to each institution's guidelines and investment objectives. IRRC arranges to receive proxy materials direedy, conducts a detailed review of proxy guidelines, deter mines individual vote recommendations based on guidelines, resolves problems with missing proxies and share discrepancies, votes proxies according to each institution's wishes, then records votes and reports results in a manner defined by users. SL 109901 3 Portfolio Screening and Company Monitoring Services PortfolioScreener Software and Research Provides investors and investment managers with the background research needed to apply social policy criteria to stock portfolios and to understand the implications of various screens for portfolios. Also enables subscribers to examine company-specific pro files on more than 1,500 companies. Provides infor mation on environmental performance, tobacco, alcohol, labor issues, equal employment, nuclear power, military contracting, human rights, animal testing and other issues. Delivered electronically. Environmental Information Service Helps users formulate environmental polio,' guide lines, screen companies based on environmental criteria, assess the impact of environmental issues von a company's financial performance and make informed environment-related investment decisions. Users can access both company-specific data and broad-based analyses of key environmental challenges and opportunities that will affect corporations and investors in the 1990s. Northern Ireland Service Provides information on more than 50 U.S. and nearly 200 non-U.S. public corporations with employees in Northern Ireland. Also keeps readers up-to-date with reporting and analysis on fair employment as well as the general political context in Northern Ireland. The only research service providing SL 109902 4 detailed, accurate information for those with responsi bility for implementing or monitoring laws relating to the MacBride fair employment principles. Southern Africa Service The most comprehensive one-stop source of reporting for investors considering South Africa as an emerging market and for those who wish to ensure that their port folio companies are meeting the spirit of the employer guidelines advanced by several South African organiza tions. Now expanding its research and databases to the economies of 12 other Southern African countries. Comprehensive, consistent and extensive proxy voting guideline development to expedite the proxy voting process and assist managers in meeting their fiduciary responsibilities. Corporate Social Policy Specialized research on institutional investors and tobacco, including divestment, youth and smoking issues, and developments on state and local laws and lawsuits. Consulting Services IRRC provides a wide range of consulting services, including but not limited to the foUowing specific areas: Corporate Governance Issue-specific, customized reports on many corpo rate governance issues, including poison pills and Monitoring of corporate activities in Burma, Iran and other takeover defenses, shareholder proposals and Nigeria, enabling state and local governments to proponents, voting results for management and implement laws on selective contracting and invest shareholder resolutions and proxy fights. ment restrictions. Benchmarking between specific companies relative Tailored research on a wide range of other corporate to the S&P 500 index, industry groups or market responsibility issues, including environmental compli capitalization on a variety of issues, including execu ance and workplace practices in the United States and tive compensation, director pay packages, and board abroad. composition and structure. Users can benefit from Reporting on past social polio' proxy issues -- includ our newly expanded research universe that includes ing views and practices of institutional investors on the S&P Midcap and Smallcap indexes. corporate responsibility controversies. Customized, in-depth corporate profiles analyzing Assistance in establishing voting guidelines on social the composition, structure and corporate gover policy issues appearing in proxy statements, including nance policies of the board, takeover defenses, CEO analysis of fiduciary responsibilities on such issues. compensation and director pay. SL 109903 5 al Shareholding consultation and workshops for investors creating or updating their intemadonai voting guidelines. Monthly updates and previews of contentious, upcoming company annual meetings and corporate governance developments worldwide. These include a special emphasis on four major markets: Japan, the United Kingdom, Germany and France. Ongoing shareholder identification and investor profile information for Japanese companies. Monthly coverage of corporate governance and investor relations developments worldwide for a Japanese language, on-line news service. The ser vice is offered in Japan through Yamaichi Securities. Southern Africa Business research in the areas of industry analysis, corporate profiles, multinational business trends and investor perceptions. Research on corporate social investment and phil anthropic activity in South Africa. Briefings for institutional investors on the political and economic climate for U.S. investment in South Africa. a Provision of annual background reports and period ic updates on emerging South African corporate governance policy and disclosure standards. Environment a Environmental performance benchmarking ibr cor porations interested in evaluating their environmen tal practices and performance against peer group companies. a Specialized research on environmental performance indicators, environmental reporting and the relation ship between environmental performance and finan cial performance. Portfolio Screening a In-depth, comprehensive background papers and briefings on the issues activists are addressing, a Company monitoring services that track companies involved in the issues that concern institutional investors. a Company-specific profiles that detail corporate involvement in corporate responsibility issues. IRRC consulting is tailored to meet your institution's particular needs. Please speak with an IRRC represen tative to arrangefor customized services. Corporate Governance Bulletin: Covering Shareholder Issues Worldwide Features reporting and analysis of current corporate governance issues that affect corporations, sharehold ers and the public. Covers policy developments in Congress, regulatory agencies, the courts and other governmental bodies and spotlights significant actions by companies and major institutional investors. Also contains a checklist of corporate governance share6 SL 1 0 9 9 0 4 o. companies. Reports on foreign proxies, shareholder Japan and Europe, how American ng at non-U.S. companies and the its to press overseas corporations on quarterly. /ate Social Issues Reporter: rporating Investor's ivironmental Report Keeps readers up-to-date on corporate responsibility issues, including tobacco, alcohol, equal employment opportunity, human rights (especially Burma and Nigeria), environmental performance, energy, labor relations, animal testing, military production, community reinvestment and economically-targeted investment. Previews social policy shareholder resolutions submitted for inclusion in corpora tions' proxy statements and tracks which proposals the SEC allows companies to omit from their proxy statements. During the annual meeting season, monthly checklists show the disposition of resolutions at a glance. Published 10 times a year. South Africa Investor Provides in-depth news and analysis on developments that affect multinational businesses in South Africa and other countries of Southern Africa. Features analysis from one of South Africa's leading economists, overviews of recent political, legal and constitutional developments, statistical indicators and a convenient calendar of confer ences and delegations. Monthly. All publications arc available by annual subscription. 1 SL 109905 .rial Listing of iRRC Subscribers Banks and Trust Companies Boatmen's Trust Company Capital Guardian Trust Company Chemical Bank Commerce Bank Morgan Guaranty Trust Company of New York Investment Managers and Advisers ARK Asset Management Company, Inc. Fairvest Hotchkis & Wiley IDS Financial Corporation/American Express Lazard Freres Asset Management, Inc. Montgomery Asset Management, L.P. T. Rowe Price Associates, Inc. RCM Capital Management Shearson Asset Management Smith Barney Capital Management UBS Asset Management, Inc. Pension Funds AMR Investment Services, Inc. California Public Employees' Retirement System California State Teachers' Retirement System Public Employees' Retirement Association of Colorado Florida State Board ofAdministration Los Angeles Department of Pensions Houston Firemen's Relief and Retirement Fund New York City Pension Funds New York State Common Retirement Fund School Employees' Retirement System of Ohio State ofWisconsin Investment Board Foundations Carnegie Corporation of New York The Ford Foundation The Hearst Foundation, Inc. Rockefeller Foundation Educational Institutions Brandeis University Bryn Mawr College University of California Georgetown University Harvard University The Johns Hopkins University Stanford University Church Groups American Baptist Churches USA Archdiocese of New York Christian Brothers Investment Services Evangelical Lutheran Church in America Board of Pensions General Board of Pension and Health Benefits of the United Methodist Church Sisters of Mercy, St. Louis United Church Board for World Ministries The United Church Foundation Corporations 3M Company ARCO AT&T Company BellSouth Corporation Chevron Corporation The Coca-Cola Company Consolidated Freightways, Inc. Ford Motor Company General Electric Company General Motors Corporation IBM Corporation McDonald's Corporation Mobil Corporation -_New York Times Company Philip Morris Companies, Inc. RJR Nabisco, Inc. Sears Roebuck & Company Time Warner, Inc. Law Firms Fried Frank Harris Shriver & Jacobsen Kirkland & Ellis Simpson Thachcr & Bartlett Skadden Arps Slate Meagher & Flom Wachtcll Lipton Rosen & Katz Weil Gotshal & Manges Other Firms and Associations Arthur Andersen LLP D.F. King & Company, Inc. Kissel Blake Lehman Brothers Marco Consulting Group, Inc. Morrow & Company, Inc. SL 109906 'n A r Ii \ IRRC 1350 Connecticut A\enuc, XIV, Suite 700 Washington, DC 20036-1701 202-833-0700 mkt@irrc.org SL 109907