On May 4, while Verizon shareholders are meeting in Kansas, Boston members of IBEW & CWA will be out and about again. A noontime rally at Verizon's Boston HQ will include some colorful street theatre and will focus on the threat to union bargaining and job and retirement security posed by VZ's growing non-union workforce; the management pension plan freeze; and preparing for Verizon's health care cost-shifting in 2008 Verizon-East bargaining. Shareolder Day Rally
| Verizon Wireless One of Top 10 Campus Corporations to WatchThe Student Labor Action Project has put Verizon Wireless on its list of "10 Campus Corporations to Watch," noting that "Verizon Wireless, a cell phone provider for thousands of students, is well-known for engaging in union-busting tactics to keep their workers from having a collective voice."
| Top VZ Execs Get Raises of Up to 18%Here are some of the accomplishments of Verizon's executive team for 2005: - Verizon's stock has performed dismally compared with AT&T (formerly SBC; "T" in the chart below), BellSouth (BLS), and even struggling Qwest (Q).
- Verizon has destroyed retirement security for tens of thousands of non-union employees. In addition to being morally outrageous, this move threatens Verizon's future, as many of those employees will be far less willing to go the extra distance for an employer who's betrayed them. This probably isn't the kind of performance you'd think should be handsomely rewarded. Well, that's why you're not on Verizon's executive compensation committee. The compensation committee of Verizon's board of directors not only didn't punish Verizon's top 5 for their poor performance, it gave them raises of 12% - 18%! (Compensation in the table below includes salary, bonuses, and perks like personal use of Verizon's jet, free financial services, and, of course, Verizon's contributions to executives' huge retirement accounts.)
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CWA & IBEW Sponsor Resolutions to Protect the Integrity of Verizon's BoardWe recommend votes "FOR" the following shareholder proposals: Item 6, Directors on Common Boards, proposed by CWA Members' Relief Fund RESOLVED: The shareholders request that the Board of Directors adopt a policy, in compliance with state law, and without affecting the unexpired term of any previously elected director, that Verizon shall not nominate two or more persons for election to its board, who sit together as members of the board of another public company. SUPPORTING STATEMENT: Verizon has had four directors in common with Wyeth or a predecessor, and two directors in common with Honeywell International, since at least 2001. At Wyeth, the directors in common are Ivan Seidenberg, the Chairman of the Board and CEO of Verizon, John Stafford, the former Chairman and CEO of Wyeth, Richard Carrion and Walter Shipley. At Honeywell, the directors in common are Mr. Seidenberg and Mr. Stafford. Except for Mr. Seidenberg, each of the named Wyeth directors is a member of Verizon's Human Resources Committee. Together, they constitute 75% of the Committee that is responsible for overseeing the compensation and benefits of Mr. Seidenberg and other senior managers. This situation could be detrimental to the best interests of the Company and its shareholders. Critics say, according to a USA Today article (November 25, 2002), that interlocking directors create "the potential for serious conflicts of interest." In that article, New York University professor Lawrence White explained that "there's room for horse trading," and "a chance of deals being struck behind the scenes," whenever "you have two guys sitting on at least two boards." The USA Today article cites Verizon's 2002 departure from Business for Affordable Medicine (BAM) as an example of the potential for conflicts. BAM was a coalition "of state governors, employers and labor unions" that was founded by Verizon and other employers, who were "concerned about the rising cost of prescription drugs for their workers and retirees," in order to advocate "faster marketing of generic drugs" (Wall Street Journal, Sept. 4, 2002). On May 3, 2002, The Wall Street Journal reported that the eleven BAM employers had recently spent a total of "$460 million to buy 17 brand-name drugs." It also declared that major drug companies were conducting "a concerted effort to lobby companies to stay out or drop out of the BAM coalition." The November 2002 USA Today article states that Wyeth sent "several letters to Verizon expressing its disagreement with BAM." The author viewed Verizon's departure from BAM as "surprising," because Verizon had "co-founded the group and helped to recruit its corporate members." The cited articles do not indicate that any directors were involved in Verizon's decision to pull out of BAM. But Wyeth plainly had an opportunity to exert influence in favor of the pullout through the four directors it has shared with Verizon since 2002. This proposal would permit Verizon to continue to have one director in common with other public companies. However, it would reduce the potential for conflicts of interest in the future by requiring that Verizon shall have no more than one director in common with another public company.
Item 7, Separate Chairman and CEO, sponsored by IBEW Pension Benefit Fund: RESOLVED: The shareholders of Verizon Communications Inc. urge the Board of Directors to amend the Company's by laws, effective upon the expiration of current employment contracts, to require that an independent director – as defined by the rules of the New York Stock Exchange – be its Chairman of the Board of Directors. SUPPORTING STATEMENT: The recent wave of corporate scandals at such companies as Enron, WorldCom and Tyco has resulted in renewed emphasis on the importance of independent directors. For example, both the NYSE and the NASDAQ have adopted new rules that would require corporations that wish to be traded on them to have a majority of independent directors. Unfortunately, having a majority of independent directors alone is clearly not enough to prevent the type of scandals that have afflicted Enron, WorldCom and Tyco. All of these corporations had a majority of independent directors on their boards when the scandals occurred. All of these corporations also had a Chairman of the Board who was also an insider, usually the Chief Executive Officer ("CEO"), or a former CEO, or some other officer, as at our Company. We believe that no matter how many independent directors there are on a board, that board is less likely to protect shareholder interests by providing independent oversight of the officers if the Chairman of that board is also the CEO, former CEO or some other officer or insider of the company. We respectfully urge the board of our Company to change its corporate governance structure by having an independent director, as defined by the NYSE, serve as its Chairman.
We also recommend votes FOR these resolutions:
| CWA to Sue Verizon for Using Logo on Non-Union Apparel
"The company fails to realize how strongly our members feel and how important the CWA logo is to us," Short said. "Members have died on the picket lines fighting for justice while wearing the CWA logo. To place our logo on non-union apparel and apparel manufactured outside the United States is unacceptable and cannot be tolerated. Verizon's actions have tarnished CWA's reputation and image." Before filing suit, CWA requested that Verizon retrieve and destroy all of the apparel distributed throughout Pennsylvania and Delaware and provide lists of members who received it. Also, the union requested that a directive be sent to all company management instructing them that use of the logo must be approved by the District 13 vice president. For more than two months, the company ignored certified letters sent by CWA to the apparel firm it hired and to the Verizon managers responsible for distribution of some of the items, Short said.
| Web links in this issue:
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