 | Board of Visitors minutes June 5, 1982 |  |
APPROVAL OF UNIVERSITY OF VIRGINIA PROXY VOTING POLICY
The following resolution was adopted:
- WHEREAS, the Board of Visitors has by previous resolution approved a proxy voting policy; and
- WHEREAS, the Board now wishes to amend the policy;
- NOW THEREFORE BE IT RESOLVED by The Rector and Visitors of the University of Virginia that the following Proxy Voting Policy dated June 5, 1982, be and it is hereby approved:
UNIVERSITY OF VIRGINIA
PROXY VOTING POLICY
June 5, 1982
1. The Finance Committee, acting for the Board of Visitors, will normally vote on all proxy resolutions in the manner recommended by company management. Where the Finance Committee decides that a proxy resolution calls for company action or inaction for primarily social, as opposed to business, reasons, the Finance Committee will normally abstain from voting on the proxy unless it decides otherwise after receiving and considering the President's recommendation for a vote, and the report of the Proxy Advisory Committee described below.
2. The Finance Committee's decision concerning voting or abstaining on proxy resolutions will be implemented by the Vice President for Business and Finance (the "Vice President").
3. The Vice President will identify to the Finance Committee all proxy resolutions which the Vice President feels call for company action or inaction for primarily social, as opposed to business, reasons.
4. The Proxy Advisory Committee (the "Committee") will consist of eleven persons appointed by the President, with three of the members to be faculty, three students, three alumni and two University administrators. In addition, the University's Investment Officer will act as an ex-officio, nonvoting member of the Committee. The President will appoint the Chairman. The Committee members will serve for a period of one year and the President will not make appointments for beyond the initial one year period unless the Finance Committee so directs.
5. The Committee will serve as an advisory committee to the President. The Committee will perform the following duties and such additional or different, but related, duties as the President may from time to time direct:
a. Receive from the University's Investment Officer such University endowment security proxy materials and related information as the Committee may request.
b. Review the resolutions identified by the Vice President as calling for company action or inaction for primarily social, as opposed to business, reasons and recommend to the President any changes.
c. Identify to the President the resolutions which the Committee feels involve issues of such major
d. Study the issues identified to the Committee in writing by the President. As part of each such study, the Committee may receive any petitions or other documents which members of the University community wish to present and may allow members of the University community an opportunity to present orally information and their views. The Committee's Chairman may appoint such subcommittees as he or she wishes to further the study. Each study will involve thorough research, analysis and conclusions concerning the effects and implications to the company, society and the University of passage, and defeat, of the proxy resolutions involved, and of the University voting in favor of, and against, the resolutions. The Committee will consider its own members' opinions on issues and those of substantial portions of the University community.
e. Submit to the President the Committee's written report of each such study. The Committee's report will describe the majority of the Committee members' recommendations as to whether the Finance Committee should vote on pending or possible future proxy resolutions and, if so, how. Individual Committee members may submit separate reports with concurring or dissenting recommendations. The Committee's report will contain a full description of the Committee's study procedure, research findings, analysis and conclusions.
f. Upon request, appear before the President, the Vice President or the Finance Committee to respond to questions concerning the Committee's studies, reports or activities.
6. The President may submit any report of the Committee to the Finance Committee along with the President's recommendations on the matter.
7. The President will inform the Committee of any decision by the Finance Committee concerning issues addressed in a Committee report. The Committee will communicate such decisions to members of the University community as the President may direct.
| Board of Visitors minutes June 5, 1982 | |