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Spectra Shareholders Nix Investor Groups' Proposals

(Editor's Note: This story is being re-posted with corrections. The original article published April 16, 2014 incorrectly stated that the shareholder meeting was for Spectra Energy Partners LP. NGI regrets the error.)

Shareholders of Spectra Energy Corp. rejected two proposals submitted by investor groups and a private foundation, calling for greater disclosure of political contributions and for establishing a target for methane emissions, at the company's annual meeting on Tuesday.

Meanwhile, the company announced that the board has elected CEO Gregory Ebel to replace William Esrey as board chairman, effective immediately. The company was also eyeing Mexico for some business possibilities.

Two investor groups, Trillium Asset Management LLC and Rockefeller & Co., and the Nathan Cummings Foundation, were seeking shareholder support for their political spending proposal on the grounds that it would create greater accountability and transparency at Spectra.

"The sponsors of this proposal together with numerous institutional investors consider disclosure of corporate political spending to be an important corporate and governance factor," said Trillium Vice President Brianna Murphy. "Public attention and scrutiny of corporate political contributions has reached a new level of intensity in this country.

"We acknowledge Spectra has a political contribution policy on its website, but it's insufficient because it discloses only some of the trade associations in which Spectra is active and does not provide information on the portion of any payments that may be used for political activity. In addition, it provides no details on the amount of individual contributions made with the shareholders' money."

Murphy added that as of January, more than half of the companies on the Standard & Poor's 100 Index have adopted similar disclosure policies.

According to Murphy, Trillium clients support methane emissions management. She said it appeared that the board backed the idea as well, at least on two points.

"I think it is worth highlighting that the proponents of management agree on two important and basic points: methane emissions needs to be reduced, and [there are] financial benefits for the company to reduce these methane emissions," Murphy said. "Where we disagree is rather [that] the company should start reduction targets.

"Setting targets is critical to business success. Setting targets allows progress to be monitored and success to be measured. Specific targets [will] show that everyone at the company clearly understands [what] they are working toward and provide sound guidance for the decisions management must make."

Murphy added that it "appears increasingly likely" that Spectra will face new regulations over disclosure and operations related to methane emissions, citing the Obama administration's recently announced strategy to reduce them (see Daily GPI, March 28).

"There is compelling evidence that Spectra can reduce methane emissions and increase returns at the same time," Murphy said. "We believe it is simply good business and [it would be] great environmental stewardship for Spectra to set reduction targets for methane emissions resulting from all operations under the company's financial and operational control. Setting this target is not only feasible, but it should help drive sound management processes for achieving this target."

Secretary Trish Rice said both proposals failed to receive the majority of votes. Of the 670.2 million shares entitled to vote, 556.3 million were represented by proxy at Tuesday's meeting.

"We do disclose the total amount of contributions from a political perspective, which is approximately $250,000 for the year," Esrey said after the vote. "Obviously if there was a new requirement by law Spectra Energy, as it [always] does with all [laws], would fully follow those.

"With respect to the methane...our opposition to the particular proposal [is] that an individual target outside an overall industry target, or even larger target, wouldn't make much sense and [would] put us on a lower level playing field."

Esrey added that one of the largest sources of methane is flaring of associated gas production. "If more infrastructure could be placed in this country, not only would we be getting low prices for natural gas, but we would also reduce methane," he said. "We're obviously working very diligently on that front with the various regulatory bodies and siting bodies to be able to that as well."

During a question and answer session, Esrey revealed that the board had discussed business opportunities in Mexico, which is undergoing an ambitious plan for energy reform (see Daily GPI, Dec. 12, 2013; Aug. 14, 2013). He added that William Yardley, Spectra's president for U.S. transmission and storage, had visited Mexico recently.

"We're looking at those opportunities," Esrey said. "As you know, Texas Eastern [Transmission LP] goes right up to the border, [and] we have a compression station just on the other side of the border. But that's something that we'll be looking at very closely. If the opportunity is there to invest and we see a good return...that's something I'd very much like to see us pursue."

Esrey, who has served as board chairman for the past five years, is retiring. Ebel has served as president and CEO since January 2009.

Spectra declared a quarterly cash dividend on common stock of $0.335/share, payable June 10 to shareholders of record at the close of business on May 9.

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