Napa, CA - Harrington Investments, Inc. (HII) recently criticized the Securities and Exchange Commission (SEC) for allowing Citigroup and Bank of America to exclude resolutions from the shareholders' ballots on creating Board Committees on U.S. Economic Security.
"Citigroup and Bank of America received $90 billion in taxpayer bailouts to reward these financial institutions for almost destroying the entire U.S. economy by taking excessive risk and possibly committing fraud," said John Harrington, President/CEO of HII. "For two years in a row the SEC staff has not allowed shareholders to vote on proposals to require fiduciary oversight of these two large financial institutions based upon irresponsible legal technicalities under SEC rules. It is an absolute outrage."
In 2009 and 2010, Harrington introduced binding bylaw amendments which, if adopted by shareholders, would require both financial institutions to create standing committees of the board that would have a fiduciary duty to review the effect of bank policies on U.S. economic security. The committees would be permitted to review how these policies impact the long term health of the economy, and the economic well-being of U.S. citizens, as reflected by levels of employment, wages, consumer installment debt and home ownership.
"Citigroup and Bank of America have an obligation to insure that corporate policies do not damage our national economic health. U.S. taxpayers came to the rescue of these large, corporate financial institutions when they were in danger of failing and they should owe allegiance to our country's economic security," Harrington argued.
In 2009 the SEC staff ruled against an opinion by Harrington's legal counsel, accepting Citigroup and Bank of America's legal opinions, that the resolutions would violate Delaware law. In 2010 the SEC staff ruled in favor of the two banks that the reintroduced and amended resolutions could be omitted from the proxy statement because the proposals were deemed "vague and indefinite."
"The only thing ‘vague and indefinite' is the wisdom and integrity of the SEC in keeping these issues off shareholder ballots so that the owners have no way to require corporate management to be accountable to shareholders and to the ultimate stakeholders, the American taxpayers. It appears that the SEC staff only listens to bank corporate legal counsel. They should be ashamed," Harrington concluded.
Bank of America repaid its $45 billion and Citigroup repaid $20 billion to the federal government, but the U.S. Treasury still owns 27% (7.7 million shares) of the common stock of Citigroup, which it plans to sell in the market in 2010. Both financial institutions also receive federal guarantees on debt, Federal Deposit Insurance Corporation (FDIC) insurance and other federal government support.
Harrington Investments, Inc. is a 28 year-old Napa, California-based socially responsible investment advisory firm that manages assets of individual and institutional investors requiring social and environmental as well as financial portfolio performance. Harrington utilizes a comprehensive social and environmental screen, commits clients' assets to community investing and engages in shareholder advocacy, introducing shareholder resolutions on U.S. economic security, corporate governance, CEO compensation and advancing human rights and sustainability as part of corporate officers' fiduciary duties.
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