PX14A6G 1 px14a6g.htm NORGES BANK FORM PX14A6G px14a6g.htm
 
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

NOTICE OF EXEMPT SOLICITATION

1.  Name of the Registrant
The Western Union Company

2. Name of person relying on exemption
Norges Bank

3. Address of person relying on exemption
Bankplassen 2
P.O. Box 1179 Sentrum
Oslo Q8 0107

4. Written Materials. Attach written material required to be submitted pursuant to Rule 14a-6(g)(1).

 
 

 

1
Proxy Access Proposals
Investor Presentation
March/April 2012
Runa Urheim, Vegard Torsnes
 
 

 
2
Outline
§ Government Pension Fund Global
§ Ownership activities
§ Proxy Access
§ Structure of NBIM’s proposals
§ Selected companies
 
 

 
3
Government Pension Fund Global
 
 

 
4
Source: NBIM
2000 bn. 13 Oct 2008
3000 bn. 19 Oct 2010
1000 bn. Dec 2004
Asset class
Value
Percentage
fund
Equities
1 945
58.7%
Fixed Income
1 356
41.0%
Real Estate
11
0.3%
The fund’s market value
Billions of kroner, as of 31 December 2011
 
 

 
5
Sources: Ministry of Finance, National Budget 2012 and Norges Bank
Projected fund size
 
 

 
6
Governance structure
Stortinget (Norwegian Parliament)
Ministry of Finance
Norges Bank Executive Board
NBIM
Government Pension Fund Act
National Budget
Annual white paper
National Accounts
Mandate
Quarterly and annual
 reports
Investment strategy
 advice
 
 

 
7
Mission and Strategy
To safeguard and build financial
wealth for Norway’s future generations
§ A respected, transparent and responsible manager
 
 

 
8
Source: NBIM
Return 2011
- 2.5%
Annualised since 1998
4.5%
Quarterly and annualised absolute returns
Percent, measured in international currency
 
 

 
9
Quarterly and annualised excess return*
Percentage points, measured in international currency
Source: NBIM
Excess return 2011
- 0.13%
Annualised since 1998
0.28%
*) Excluding real estate
 
 

 
10
Ownership activities
 
 

 
11
Ownership interest in equity markets
Percent of FTSE All Cap Index’s market capitalisation
Source: FTSE, NBIM
 
 

 
12
Ownership focus areas
1. Equal treatment of shareholders
2. Shareholder influence and board
 accountability
3. Well-functioning, legitimate and efficient
 financial markets
4. Climate change management
5. Water management
6. Children’s rights
 
 

 
13
1. Expectation documents
2. Dialogue with companies
3. Voting
4. Shareholder proposals
5. Contact with regulatory authorities
6. Public views
7. Legal action
Ownership tools
 
 

 
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§ Annual and quarterly reports
§ Holding lists annually
§ Voting records annually
§ Real-time updated market
 value on website
§ www.nbim.no
Transparency
 
 

 
15
Proxy Access
 
 

 
16
Shareholder nomination rights are fundamental
§ Fundamental principle of corporate governance
§ Will increase board accountability
§ The right to nominate is normally delegated to the board
§ It is crucial that shareholder can nominate candidates in special
 circumstances
§ A successful board should not fear Proxy Access
§ A nominee, regardless of proposer, must always be elected by
 the general meeting
§ The general meeting will elect the nominee best suited to serve
 the interests of all shareholders
 
 

 
17
NBIM’s motivations
§ NBIM has 108 bn USD (18%) of its assets in US equities
§ Proxy Access will lower our US investment risk
§ Long term returns depend on good corporate governance
§ Need for better board accountability in companies where
 poor performance show an urgency of board changes
§ Shareholder proposals necessary in the absense of a
 universal rule
§ NBIM will continue to pursue a universal rule
 
 

 
18
Structure of NBIM’s proposals
 
 

 
19
Terms
§ Binding by-law changes
§ Enables shareholders to nominate candidates subject to
 reasonable limitations
§ 1% ownership requirement
§ 1 year holding requirement
§ Max 25% of the board nominated by each nominator
§ Shareholders nominees can constitute max 25% of the board
 
 

 
20
A hypothetical board election
§ Company board has 12 seats
§ Any shareholder may nominate directors up to 25% of the board
 seats. With 12 seats, this is a maximum of 3 nominees per
 shareholder or shareholder group.
§ The board nominates 12 candidates
§ Two shareholders or groups nominate 3 candidates each
§ The ballot will include 18 nominees, consisting of the 12
 company nominees and the 6 shareholder nominees
§ Each shareholder may vote FOR a maximum of 12 candidates
 and against as many candidates he wants
 
 

 
21
Example Vote Outcomes
§ If one shareholder nominee
 receives more votes than the company nominee receiving the fewest votes, then
 that shareholder nominee would be elected to the board along with the other 11
 company nominees.
§ If 2 or 3 shareholder nominees
 receive more votes than the company nominees receiving the fewest votes, then
 those 2 or 3 shareholder nominees would be elected to the board along with the
 10 or 9, respectively, company nominees who received greater shareholder
 support.
§ HOWEVER, if 4 or more shareholder nominees
 receive more votes than certain of the candidates nominated by the company, the
 25% cap is triggered and ONLY the 3 shareholder nominees receiving the
 greatest number of votes would be elected to the board. The resulting board,
 therefore, would consist of the 3 shareholder nominated candidates who received
 the greatest number of votes and the 9 company nominated candidates who
 received the greatest number of votes.
 
 

 
22
Selected companies
 
 

 
23
Wells Fargo
§ The Board has circumvented a shareholder proposal
 § The Board implemented a 25% capital requirement to call an EGM, in contradiction
 to a 2011 shareholder proposal with a 10% threshold
§ The Board may amend bylaws without shareholder approval
 § A shareholder proposed amendment needs support of 50% of outstanding shares
§ The Board has authority to issue new preferred stock
 § Can potentially be used as a takeover defense
§ Combined roles of CEO and Chairman
§ Wells Fargo has failed to explain the re-nomination of directors
 receiving relatively low shareholder support over several years
 § Directors should be assessed on how they have served shareholders across all
 boards where they have been entrusted with a board seat
 § Low shareholder support expresses shareholder concerns on board accountability,
 independence and transparency
 
 

 
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Staples
§ Board has circumvented shareholder proposals
 § Implemented a 25% capital requirement to call an EGM, in contradiction to a 2008
 proposal with a 10% threshold receiving support of 67% of votes cast
 § Despite majority support on written consent shareholder proposals in 2010 & 2011,
 the Board has not implemented such right
§ The Board may amend bylaws without shareholder
 approval
 § A shareholder proposed amendment needs support of 50% of outstanding shares
§ The Board has authority to issue new preferred stock
 § Can potentially be used as a takeover defense
§ Combined roles of CEO and Chairman
§ Staples currently is seeking to exclude NBIM’s proposal
 
 

 
25
Staples
§ Total share return inferior to peer group
 § As defined by Staples for executive compensation
Source: Factset
 
 

 
26
Western Union
§ Classified Board
 § Western Union has recently proposed declassification
§ Shareholders cannot convene an EGM
§ Shareholders cannot act by written consent
§ The Board may amend bylaws without shareholder
 approval
 § A shareholder proposed amendment needs support of 50% of outstanding
 shares
§ The Board has authority to issue new preferred stock
 § Can potentially be used as a takeover defense
§ In January 2012, the Company stated that the Board would
 submit its own proxy access proposal for consideration by
 shareholders, but has since changed its mind.
 
 

 
27
Western Union
§ Total share return inferior to peer group
 § As defined by Western Union for executive compensation
Source: Factset
 
 

 
28
CME Group
§ Plurality voting standard for board elections
§ Classified Board
 § CME Group has recently proposed declassification
§ Large board with 32 directors
§ Several directors guaranteed re-nomination
§ Multiple share classes
 § Some with special board election rights
§ The Board has authority to issue new preferred stock
 § Can potentially be used as a takeover defense
§ Shareholders cannot convene an EGM
§ Shareholders cannot act by written consent
§ The Board may amend bylaws without shareholder approval
 § A shareholder proposed amendment needs support of 2/3 of outstanding shares
 
 

 
29
CME Group
§ Total share return inferior to peer group
 § As defined by CME Group for executive compensation
Source: Factset
 
 

 
30
Charles Schwab
§ Shareholders cannot convene an EGM
§ Shareholders cannot act by written consent
§ Classified Board
 § A 2011 shareholder proposal to declassify received 69 % support
 § Charles Schwab has recently proposed declassification
§ The Board may amend bylaws without shareholder
 approval
 § A shareholder proposed amendment needs support of 80% of outstanding shares
§ The Board has authority to issue new preferred stock
 § Can potentially be used as a takeover defense
 
 

 
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Please do not send your proxy card to NBIM but return it to
the proxy-voting agent in the envelope that was or will be
provided to you by the respective company.  NBIM is not able
to vote your proxies, nor does this communication
contemplate such an event.  This communication is meant to
inform you about NBIM's proposals and to give you valuable
decision-making information when you review your
shareholder proxy for each of the 2012 annual meetings for
Wells Fargo & Company, Charles Schwab Corporation,
Western Union Company, CME Group, Inc., and Staples, Inc.
Disclaimer
 
 

 
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