Institutional Activism Daniel F. Pedrotty AFL-CIO Office of Investment WF – Bus Org October 22, 2009

Dan Pedrotty Director, AFL-CIO Office of Investment (2006-present); Counsel ( ) –corporate governance strategies for affiliate unions and pension fund trustees –liaison to lawmakers, agencies (Treasury, SEC, CFTC) and media covering capital markets and corporate governance. Bio –Dickinson College (B.A. Political Science 1999) –Wake Forest University School of Law (J.D. 2002) –Associate, Philadelphia and Washington law firms ( ) –Gephardt for President campaign ( )

Worker funds are long-term investors ($6 trillion in retirement savings) Public Employees ($2.6 Trillion) Union Sponsored ($450 billion) Corporate Sponsored Collectively Bargained ($1 Trillion) Corporate Sponsored ($2 Trillion)

Equal access to proxy (shareholder nomination of directors)

Reform initiatives Shareholder Bill of Rights AFL-CIO agenda

Shareholder Bill of Rights Sponsors: Senator Chuck Schumer (D-NY) & Representative Gary Peters (D-MI) Main Provisions Majority vote director elections Annual say on say advisory vote Independent board chair Independent compensation consultants End golden parachute abuse Strengthen clawbacks around CEO bonuses Curb excessive risk taking

AFL-CIO Corporate Governance PayWatch: gives workers and trustees information on CEO pay, and includes materials for challenging “pay for pulse.” Key Votes Survey: Annual report which rates the voting practices of investment managers by surveying how they voted on a range of governance proposals. Proxy Voting Guidelines: Serves as a guide for pension trustees in voting their funds’ shareholder proxies.

Contact Information Dan Pedrotty AFL-CIO 815 Sixteenth Street, N.W. Washington, DC Office of Investment Website:

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