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Calvert Proposes Diversity Language For Corporate Governance and Nominating Committees

Calvert Proposes Diversity Language For Corporate Governance and Nominating Committees

Published 05-06-03

Submitted by Calvert

Bethesda, MD--Calvert, the nation's largest family of socially responsible funds, today announced that it has issued model charter language for corporate nominating and governance committees focused on attaining diversity in corporate board rooms.

In releasing its new charter language, the firm argues that diversity is a critical attribute to a well-functioning board and an essential measure of good corporate governance.

"Against the back drop of Sarbanes-Oxley reforms and proposed New York Stock Exchange rules requiring a majority of independent directors and key committees composed exclusively of independent directors, we have an historic opportunity to change the face of corporate boards", said Barbara J. Krumsiek, President & CEO of Calvert. "As potentially hundreds of corporate boards bring on new members, companies have an unprecedented opportunity to increase the number of women and people of color on their boards, which is an excellent way to assure the diversity of experience and perspective needed for sound corporate governance," Ms. Krumsiek added.

Under the proposed NYSE listing standards, companies must have a nominating committee comprised solely of independent directors and a written charter describing the committee's purpose and principles.

Calvert's Model Nominating Committee Charter Language on Board Diversity complements these requirements by giving companies "the means to formalize their commitments to an independent and inclusive board."

To date, progress in cracking the "boardroom ceiling" has been slow. Women, who account for nearly half the nation's workforce, college graduates, and talent pool, occupy just 14% of Fortune 1,000 board seats, while African Americans hold just 3% and Hispanics only 1%.
Calvert's Model Nominating Committee Charter Language includes the following provisions:

-- The Nominating Committee shall advise the Board on matters of diversity including race, gender, culture, thought, and geography, and recommend, as necessary, measures contributing to a Board that, as a whole, reflects a range of viewpoints, backgrounds, skills, experience, and expertise.

-- The Nominating Committee shall develop criteria for Board membership that strives to attain diverse backgrounds and skills by searching for candidates not only from traditional corporate environments, but from government, academia, private enterprise, and non-profit organizations as well.

-- The Nominating Committee shall develop recruitment protocols that seek to include diverse candidates as part of every director search.

Calvert's model charter language has been endorsed by the Connecticut State Treasurer's Office, which launched its own board diversity program last year. "Calvert's model charter language creates a roadmap for nominating committees to commit to board diversity," said Denise L. Nappier, Treasurer of the State of Connecticut and principle fiduciary of the $17 billion Connecticut Retirement Plan and Trust Fund. "As I continue to talk with corporate leaders on this effort, I will share the Calvert model charter language and ask them to include this commitment to diversity in their nominating committee charters."

"I commend Calvert on their leadership on this important issue and look forward to continuing to work with them and other institutional investors in making true board diversity a reality," added Ms. Nappier.

Calvert also recently contacted over 600 companies in the Calvert Social Index Fund citing the opportunity the new NYSE listing requirements will present and encouraging the companies to proactively recruit qualified women and minority board candidates as they take the necessary steps to comply.

Calvert also filed shareholder resolutions with nine companies this year, asking the companies to diversify their boards of directors.
"We are committed to advancing board diversity as a critical component of good corporate governance and overall corporate responsibility," said Ms. Krumsiek. "In the aftermath of Enron and other corporate scandals, there can be no doubt that America's corporations need to broaden their perspective and bring more people to the table. In the end, this will not only promote greater diversity, but I am convinced it will be good for business as well."

For more information on Calvert's shareholder resolutions and to read an issue brief on board diversity authored by Calvert's shareholder research staff, click on www.calvert.com.

Calvert is the nation's largest socially responsible mutual fund firm with approximately $8.8 billion in assets under management. Calvert offers thirty funds that allow individual and institutional investors to pursue a broad range of investment objectives within a single fund family.

Calvert launched the Calvert Social Index(TM) a benchmark for measuring the performance of large, U.S.-based socially responsible companies. Calvert also has an extensive lineup of tax-free and taxable fixed income investments. For more information on Calvert, click on www.calvert.com.

Calvert mutual funds are underwritten and distributed by Calvert Distributors Inc., member NASD, a subsidiary of Calvert Group. (4/03,4369)

Nominating Committee Model Charter
Language On Board Diversity Introduction

Calvert's goal in developing model charter language on board diversity is to give companies a means to formalize their commitment to an independent and inclusive board. We have taken the approach of suggesting language appropriate for different sections of a Nominating Committee Charter, based on the style and approach of the Board to the Charter construction. For ease of reference, we have included in bold below a suggested table of contents for a Nominating Committee Charter. We have indicated under which heading Calvert's model language on board diversity may be inserted.

I. Purpose

-- (1) The Board believes that diversity is an important
attribute of a well-functioning board. It is the
responsibility of the Nominating Committee to recommend
for selection qualified candidates to serve as directors
of the Company. Among the responsibilities of the
Nominating Committee shall be to advise the Board on
matters of diversity including race, gender, culture,
thought and geography, and recommend, as necessary,
measures contributing to a Board, that as a whole,
reflects a range of viewpoints, backgrounds, skills,
experience, and expertise.

II. Organization

III. Composition of the Committee

IV. Meetings and Procedures of the Committee

V. Goals and Responsibilities

-- (2) The Nominating Committee shall develop a set of
criteria for Board membership that strives to attain a
diversity of background and skills for the Board. The
Committee shall also create a search protocol that seeks
qualified Board candidates from, among other areas, the
traditional corporate environment, government, academia,
private enterprise, non-profit organizations, and
professions such as accounting, human resources, and legal
services.

-- (3) In the process of searching for qualified persons to
serve on the Board the Nominating Committee shall strive
for the inclusion of diverse groups, knowledge, and
viewpoints. To accomplish this, the Committee may retain
an executive search firm to help meet the Committee's
diversity objective as well as form alliances with
organizations representing the interests of women and
minorities. In connection with its efforts to create and
maintain a diverse Board, the Nominating Committee will:

(1) (3a) Develop recruitment protocols that seek to
include diverse candidates in any director search.
These protocols should take into account that
qualified, but often overlooked, candidates may be
found in a broad array of organizations, including
academic institutions, privately held businesses,
nonprofit organizations, and trade associations, in
addition to the traditional candidate pool of
corporate directors and officers.

(2) (3b) Strive to use, to their fullest potential,
the current network of organizations and trade groups
that may help identify diverse candidates.

(3) (3c)Periodically review director recruitment and
selection protocols so that diversity remains a
component of any director search.

-- (4) The Nominating Committee shall seek diverse populations,
expertise, and viewpoints for representation on the Board. The
Board recognizes, however, that the representation of specific
may vary over time.

VI. Investigations and Studies: Outside Advisers

VII. Performance Evaluations

-- (5) The Nominating Committee shall periodically review
Board composition to ensure that the Board reflects a
balance of knowledge, experience, skills, expertise and
diversity, including racial and gender diversity required
for the Board to fulfill its duties.

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Calvert

Calvert

Calvert, a leader in sustainable and responsible investing, headquartered in suburban Washington, D.C., has, since our founding in 1976, set industry standards for asset management excellence - in both the way we select companies for our portfolios and how we serve our clients' interests. Our investment approach emphasizes rigorous fundamental research that goes beyond traditional measures to uncover companies with long-term value. Through proven investment management, attentive customer service, an innovative family of investment products, and strong marketing capabilities, Calvert serves individual and institutional investors nationwide as well as professional financial advisors

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