Lobbying Expenditures Disclosure - Climate

2017 – Bank of America Corp.

WHEREAS, we believe full disclosure of our company’s direct and indirect lobbying activities and expenditures is required to assess whether Bank of America’s lobbying is consistent with its expressed goals and in the best interests of shareholders.

RESOLVED, the stockholders Bank of America request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by Bank of America used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. Description of management’s and the Board’s decision making process and oversight for making payments described in section 2 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Bank of America is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee or other relevant oversight committees and posted on Bank of America’s website. 

Supporting Statement: As stockholders, we encourage transparency and accountability in our company’s use of corporate funds to influence legislation and regulation. Bank of America spent $5.34 million in 2014 and 2015 on federal lobbying (opensecrets.org). This figure does not include lobbying expenditures to influence legislation in the 42 states where Bank of America lobbies (“Amid Federal Gridlock, Lobbying Rises in the States,” Center for Public Integrity, February 11, 2016); state-mandated lobbying disclosure is uneven or absent.  Bank of America’s lobbying on derivatives has attracted media scrutiny (“U.S. Banks Moved Billions in Trades beyond CFTC’s Reach,” Reuters, August 23, 2015).

Bank of America is a member of the Chamber of Commerce, which has spent over $1.2 billion on lobbying since 1998. Bank of America restricts its trade associations from using its payments for political contributions, but that policy does not cover payments used for lobbying. This leaves a serious disclosure gap, as trade associations generally spend far more on lobbying than on political contributions.  Bank of America does not disclose its trade association payments or the portions thereof used for lobbying on its website. We are concerned that the current lack of trade association lobbying disclosure presents reputational risk for Bank of America.

We also question if Bank of America’s membership in the Chamber is consistent with Bank of America’s values. For example, Bank of America signed the American Business Act on Climate Pledge, yet the Chamber is aggressively attacking the EPA on its Clean Power Plan to address climate change (“Move to Fight Obama’s Climate Plan Started Early,” New York Times, Aug. 3, 2015).