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Calvert, Walden Asset Management Urge Expensing Of Stock Options, Protest Sec's No-Action Relief To National Semiconductor Corporation Proxy

Submitted by: Calvert

Categories: Business Ethics

Posted: Aug 20, 2002 – 12:00 AM EST


Firms Maintain Stock Option Treatment is Significant Social Policy, Not Simply a Choice of Accounting Methods'

Aug. 20 /CSRwire/ - Bethesda, Maryland - Calvert and Walden Asset Management are protesting the SEC's recent decision to allow National Semiconductor Corporation to omit a proposal for expensing stock options in its next proxy. The United Brotherhood of Carpenters Pension Fund had petitioned the SEC for the proposal. In its July 19th ruling, the SEC said that the decision to whether expense stock options or not was an operating business decision and amounted to no more than a "choice of accounting methods."

"On behalf of Calvert and Walden Asset Management, we find this decision extraordinary," said Julie Gorte, Calvert's Director of Social Research. "We are deeply concerned the SEC should take this position, particularly at this moment. Never, in recent history, has the subject of executive compensation been less a matter of "ordinary business."

Gorte points to the litany of accounting abuse and earnings restatement that has characterized so much of the business news over the past three years. Over the past several years, she notes, the list of companies that have restated their earnings to correct misleading financial information has grown from 104 in 1997 to 156 in 2000, with restatements often in the hundreds of millions to billions of dollars in some of the more spectacular cases. The recent passage of substantial financial reform legislation, and the President's decision to sign this legislation, was aimed primarily at stemming the abuse of financial reporting and accounting rules that has created a crisis of investor confidence that we have not seen since the 1930s.

"Fair dealing in securities can only be accomplished if investors are privy to accurate information on companies' earnings, cash flows, and financial status." said Tim Smith, Senior Vice President of Walden Capital Management. "We believe that shareholders are acting appropriately filing shareholder resolutions requesting that companies expense these options."

Calvert and Walden will appeal the SEC's decision, asserting that executive compensation qualifies as "significant social and corporate policy," rather than the day-to-day business operations, which are typically not subject to proxy votes. Their argument is based on the severity of the corporate accounting crisis as well as on precedents set in the SEC's July 12, 2002 Staff Legal Bulletin No. 14A, in which the commission stated:

"As the Commission stated in Exchange Act Release No. 40018, proposals that relate to ordinary business matters but that focus on 'sufficiently significant social policy issues...would not be considered to be excludable because the proposals would transcend the day-to-day business matters."

Calvert Asset Management Company, Inc., the Advisor to Calvert mutual funds, the nation's largest family of socially screened mutual funds, has filed 27 shareholder resolutions this 2002 proxy voting season involving a range of issues including global labor practices such as child and forced labor, bias against employees based on sexual orientation, recycling in the computer industry, equal employment disclosure, ethical advertising, and indigenous peoples' rights. Calvert now publishes its proxy voting record, along with its voting guidelines, on www.calvert.com.

Walden Asset Management has provided socially responsive investment services to individuals and institutions since 1975. With over $1.2 billion in socially screened assets under management, Walden provides a broad array of domestic and international investment services. We strive to serve all aspects of our clients' unique investment needs, including portfolio management, social research and shareholder advocacy and account custody. Walden is a division of United States Trust Company of Boston, which offers a full range of asset management, fiduciary and trust services.

For more complete information about any Calvert mutual fund, call 800.368.2748 for a free prospectus or go to our Web site at www.calvert.com. Read it carefully before you invest.

Calvert mutual funds are underwritten and distributed by Calvert Distributors Inc., member NASD, a subsidiary of Calvert Group. 4035 (8/02)

For more information, please contact:

Elizabeth Laurienzo Calvert Asset Management Company, Inc.
Phone: (301) 657-7047
Melinda Lovins Calvert Asset Management Company, Inc.
Phone: (301) 657-7089


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