Date: 2007-04-18
Speaker: GEORGE MILLER (democrat)
Chamber: H
State: California

Mr. Chairman. I rise in opposition to the amendment. I dont know how many conversations Members of this House have had with corporate officers and leaders. but very often when you ask them why they will do something or not do something. they tell you that they are there because they have to take care of their shareholders. they have to protect their shareholders. and the shareholders control the corporation. But when we get to executive pay. all of a sudden we find out that they really dont want to have this discussion among shareholders about executive pay. And here we are presented with an amendment that is designed to close down those discussions. and it is certainly designed to close down those discussions among average shareholders. I dont know when the shareholder gets the determination of whether or not they have spent a de minimis amount of money or not. I dont know for a retiree. for a pensioner or a worker of that corporation. if they spend $100 or $500. if they give to a campaign. is that a de minimis amount? Maybe to them it is not. but it may be to the campaign. I dont know when that determination is made so that they can then speak out or not speak out or have their vote counted. And when are they in jeopardy or not in jeopardy? I dont know. Are they responsible for the restof the campaign if they simply decide to send money to a campaign and vote their vote because it is the only organization available when it is an organization if pensioners decide that they dont like the direction this company is going? So what you are really doing here is. you are trying to chill the speech and freeze the speech by putting them and holding them responsible for the disclosure that they may not have any control over. They may not have any control over the entities. all persons or entities engaged in such a campaign. they may n6t know that. They may know they just dont like that executive compensation or they want a discussion of it. They dont necessarily know the activities engaged in to influence the vote. . You know. a lot of times people Will hear about these campaigns in thenewspaper because they are there. and they dont know the amount of money that is expended on the campaign. When do they get to vote? When do they get to vote? They dont have this information on their person. so to speak. but unless they can comply with this form. their vote is not counted. Now. lets flip it over to the other side. The corporation can use corporate funds to make a general solicitation of proxies. They dont even have to speak about this campaign. they dont even have to speak about executive pay. They make a general solicitation. They say the shareholders meeting is coming up. this is the agenda and this is what is going to be on it. Then they get to vote any way they want. What the hell is going on here? I want to spend $100 or $500 because I think that this is not in the best interest of me. I am a shareholder. I own the stock. and I have got to jump over all the hoops. and the corporation- just glides through an election and they have the proxies. This sounds like the -problem with executive compensation. the decision is made at the corporate level. and nobody gets to secondguess it. Send out a general. solicitation. Maybe there is no campaign against executive pay at the time that the solicitation for proxies goes out. You know why? Because very often most people dont know what the executive pay is. You can read that form until you are blue in the face and you dont know what it is. How many times have we heard executive compensation boards say. I was in the room. I didnt know we were paying them $37 million? I was in the room. I didnt know he got those stock options. I was in the room. That is why we started putting responsibility on people who were in the room. But now this poor shareholder. this poor shareholder who is not in the room. who. is not on the inside deal. this person has to jump through hoops. And then I guess what do you do? You petition to have them count your vote. and then in the petition you say. to the best of my knowledge. these are all persons who were engaged in the campaign. and to the best of my knowledge. this is what they did to influence a vote. to the best of my knowledge. this is the amount of money spent. and if it turns out to be wrong. your vote is thrown away. You call that democracy? That sounds like what they call democracy in Latin America or something.