Intel Corporation (Nasdaq: INTC) has agreed to amend its corporate charter to include "corporate responsibility and sustainability performance" into its overall policy responsibility.
Napa, California-based Harrington Investments, Inc. (HII) made the annoucement. For two years the investment firm has introduced a shareholder resolution to amend Intel's bylaws to create a
Board Committee on Sustainability. HII said Intel initially opposed the
resolution but then engaged in a dialogue that resulted in agreement on the charter.
Intel also provided HII with an outside legal opinion stating that under Delaware Law directors have a fiduciary duty to address corporate responsibility and sustainability performance as specified in the committee charter.
"Intel has acknowledged in their committee charter, that directors must take into consideration corporate responsibility and sustainability performance, including long and short term trends and impacts on Intel's business, as part of their fiduciary duty," said John Harrington, President and CEO of HII. "This is a major victory for advocates of corporate responsibility and environmental sustainability, and others who strongly believe that these issues are essential in recognizing directors' and officers' fiduciary duty."
Under the amended charter the Governance and Nominating Committee are required to "review(s) and report(s) to the Board on a periodic basis with regards to matters of corporate responsibility and sustainability performance, including potential long and short term trends and impacts to our business of environmental, social and governance issues, including the company's public reporting on these topics."
Following the amendment, HII agreed to withdraw its bylaw amendment resolution.
Harrington concluded by saying, "I am very appreciative of the work put in by Irving Gomez, Intel Shareholder Relations and Cary Clafter, Intel Corporate Secretary, on this very progressive change in Intel's Committee Charter. It will be of great assistant in moving forward with other corporations in our efforts to get corporate management to recognize that corporate social responsibility, including environmental sustainability and human rights, is an integral part of directors' and officers' fiduciary duty."