Windstream 2010 Annual Report Download - page 48

importance of political spending disclosure for shareholders when it said “[D]isclosure permits citizens and
shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate
to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency
and accountability may expose the Company to reputational and business risks that could threaten long-term
shareholder value.
Windstream contributed at least $161,000 in corporate funds since the 2006 election cycle, according to
the Center for Political Accountability. During the same time frame, the Company spent at least $123,000 on
state politics.
Publicly available data does not provide a complete picture of the Company’s political expenditures.
Windstream’s payments to trade associations used for political activities are undisclosed and unknown. In many
cases, even management does not know how trade associations use their company’s money politically. The
proposal asks the Company to disclose all political spending, including payments to trade associations and other
tax exempt organizations for political purposes. This would bring Windstream in line with a growing number of
leading companies, including Aetna, American Electric Power and Microsoft that support political disclosure and
accountability and present this information on their websites.
The Company’s Board and its shareholders need complete disclosure to be able to fully evaluate the
political use of corporate assets. We urge support for this critical governance reform.
BOARD OF DIRECTORS’ STATEMENT
IN OPPOSITION TO THE STOCKHOLDER PROPOSAL
Windstream shares the proponents’ interest in transparency and accountability regarding corporate
spending on political activities. The Company already complies with regulatory requirements arising from the
laws and rulings of states, localities, courts, the federal executive branch, the federal legislative branch, and the
Federal Election Commission (FEC).
As a result of the exhaustive reporting requirements already in place, vast amounts of data on the political
activities of Windstream, as well as the separate segregated fund known as the Windstream Corporation Political
Action Committee (PAC), are already publicly available. This information, updated continually, offers a
comprehensive account of Company and PAC political activity since the Company’s founding. For instance, one
can learn what specific bills Windstream has followed, which political candidates it has supported, and how the
Company’s efforts compare to unions or other telecom providers. With specific regard to the Federal
Communications Commission (FCC), detailed information documenting the dates that Windstream officials met
with commissioners, what data or exhibits were used, and what arguments were made is already available.
The Company strongly disagrees with the resolution’s assertion that communications between Company
officers and board members regarding political activity are somehow incomplete or misleading. Furthermore, it is
inaccurate to assert that trade associations with which the Company is affiliated are engaging in secretive
political activities unbeknownst to Windstream officers. In fact, Company officials are directly engaged in the
governance, as well as the policy and political decisions, of every trade association in which we are a member.
As is the nature of any group activity, trade associations cannot follow each individual member’s preferred
approach in every instance, but we are confident that the associations to which we belong are accountable and
their actions are transparent to their membership. Finally, the supporting statement incorrectly suggests that
Windstream is contributing corporate funds to candidates. In fact, all Windstream-related funding for candidates
and campaigns is provided through the Windstream Corporation PAC, which is registered with the FEC and
complies with the requirements of the Federal Election Campaign Act, or from individual contributions of
Windstream officers or employees. All PAC dollars come from individual contributors – not the Company – and
are required to be kept separate from the general corporate treasury.
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