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The Wal-Mart Weekly: Examining upcoming shareholder resolutions, Part 1

Welcome to the 59th installment of The Wal-Mart Weekly, a column dedicated to bringing you insight, wit, facts, results, opinions, and just a bit of everything else when it comes to a very hot topic these days: Wal-Mart.

In this week's Wal-Mart Weekly, I'll begin a multi-part column that takes a look inside some of Wal-Mart Stores, Inc.'s (NYSE: WMT) annual shareholder meeting proposals. As many of you may know, Wal-Mart's annual shareholder's meeting happens in early June, about a month from now.

I covered it live from the show floor last year, where all 11 shareholder proposals were easily and soundly defeated. Nothing new here, as Wal-Mart's board has a habit of glossing past many proposals that would give its shareholders a glimpse into its internal operations.

So, let's start off by looking at a shareholder proposal that asks for more public visibility into Wal-Mart's political donations. This is a great question for the retailer, and one would think that if Wal-Mart has nothing to hide, it would open the transparency book to answer this proposal. We'll only know in a month when the meeting actually happens, but we'll consider what the retailer could do in this column. Visit this link to get a rundown on Wal-Mart's SEC Form 14A for its upcoming shareholder's meeting, and then join me after the break.

Why shareholder proposals are generally passed over without much of a consideration

Though shareholders own the majority of most public companies, the proposals they can put forth to the board of those public companies sometimes are not received well or responded to well -- or both. For example, there was one shareholder proposal at last year's annual shareholder's meeting that was geared at asking Wal-Mart's board about how it divvies up political contributions. There were no less than three separate proposals regarding the inequity of executive compensation as well. These are two general proposals that creep up regularly at many annual shareholder meetings, of course. Well, the one about political contributions is here again this year.

Wal-Mart Watch is generally on the prowl of all things Wal-Mart, and this blog entry describes a shareholder proposal that holds keen interest for me at least, this being a heavily charged political year in the national arena. Hillary may be appearing on Fox News while Barack is sparring with his former minister Rev. Wright, so it seems appropriate to determine Wal-Mart's stance on feeding the hands of political candidates, yes? The amount of money and the specific areas where Wal-Mart has its hands in the political buckets seem of keen interest this year. The issue at hand is complete transparency. Wal-Mart would like to keep as much secrecy about where and how much it sends its earmarked political dollars.

Corporate governance being what it should be would have one think that openness to where Wal-Mart sends its dollars would be first and foremost. Not so. This year's shareholder resolution regards "direct and indirect political contributions to candidates, political parties or political organizations; independent expenditures; or electioneering communications on behalf of a federal, state or local candidate." Now, that's asking for some fine detail in that single sentence. Will Wal-Mart's board recapitulate and spill the beans? Highly unlikely. But the question remains -- if they don't -- is "why?" After all, this is a shareholder resolution. Shareholders own you if you're a public company. Well, in theory this is correct.

Companies are loathe to give out what should be public information

Besides what is required by the SEC, public companies generally release to the public only what is required by law, and at the very minimum. The competitive environment in any industry dictates that you don't feed your competition with information if possible. Financial disclosure is generally where this information stops for many companies when they release quarterly results and so forth, but areas like charity giving and political donations are never released in any form unless there is an agenda at work. Of course, Wal-Mart -- like all public companies -- can't contribute financially to federal candidates by law. The retailer and all others can, however, donate directly to state and local political candidates.

But don't think that donations stop there. Politically active groups like trade associations, tax-exempt entities, and 527 organizations can receive donated funds from Wal-Mart and never bat an eye. 527 associations in particular are created just to sidestep political contribution laws and issues, but have the same net effect in many cases. Think Wal-Mart donates to them? There are theories calculated from public data that says the retailer has donated about $5.6 billion since 2002 to various state-based political causes.

527 associations and other groups have minimal disclosure requirements, so the effect Wal-Mart is having on its political donations there is somewhat speculative. This is why the shareholder resolution this year -- just like last year -- wants more transparency into the situation. If you owned Wal-Mart shares, either individually or as a institutional share manager, would you not want to see where Wal-Mart is sending some of its contributions? That is the meat of this year's shareholder resolution around more donation transparency. The problem is the board of directors has probably already decided to vote "no" on the resolution, a month before the actual shareholder's meeting even occurs. Why is that?

Showing its poker hand easily is what this resolution is all about

Public companies relish the things that they can keep private, and donations to tax-exempt groups and trade organizations with minimal disclosure laws are areas that can be legally kept under wraps. This year's donation disclosure resolution not only wants more visibility into where the donations are actually going, but would also require Wal-Mart publish the guidelines governing its political contributions and expenditures, as well as the identities of the decision makers.

There is a point, here -- this kind of transparency installs a system of accountability to ensure executives could use company assets for their own objectives. Although it's not completely relevant to this situation, Wal-Mart executives before have been caught using company tools and assets for their own personal gain. Power can be a greed game, but absolute power can put forth the god complex part of what many greed seekers relish. That's the point of this resolution: making sure there are checks in the system to prevent this. It can -- and does -- happen at any public company. As long as money or influence is involved, it will always happen.

Wal-Mart says that full disclosure is already required in many states, but the proponents for this resolution would prefer a centralized source for determining Wal-Mart's state-based political contribution levels. In other words, the resolution seeks to have a clearinghouse for this information that would give Wal-Mart shareholders easy visibility into its donation strategy without combing records on a state-by-state basis.

I'll be looking at a few other shareholder proposals on tap for Wal-Mart's June 2008 annual shareholder's meeting in the next few weeks, so stay tuned right here this time next week for another edition of The Wal-Mart Weekly. Until then, have a great week.

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Last updated: May 11, 2008: 07:44 PM

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