Politely Requesting Remedy

Politely Requesting Remedy

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"Jude Finisterra" (Andy Bichlbaum) and Mike Bonanno addressed the Dow Board at Dow's May 12, 2005 Annual General Meeting. Here's the story.


Dow wasn't taking any chances at this year's Annual General Meeting (AGM). For the first time in Dow's existence, each and every shareholder was being searched on entry. A phalanx of guards had been hired, and a battery of eight metal detectors were set up at the entrance to the Midland, Michigan Center for the Arts. Every one of the two thousand shareholders who would show up had to empty pockets, check cellphones, get wanded. Old ladies had to let guards rifle through their purses.(Were Homeland Security agents present as well? Or were their lapel pins just primitive communication devices? You decide.)


For the first time ever, even press weren't allowed in with recording devices; they stood outside, amazed at being barred, amazed afterwards at the Dow shareholders' muteness about what had transpired. What was all this about? Why the paranoia?


John, who was attending the meeting with Mike and Andy of the Yes Men, scouted the scene and returned to the car to explain the dire security situation. All gizmos went back in their bags: Andy took off his hastily fashioned neck-tie camera and wireless transmitter; Mike removed his neck-brace camera, wireless transmitter, camera deck. We'd known there'd be no recording devices allowed, but we hadn't thought they'd have mobilized so much technology to enforce the rule.


Now we were ready to pass through the guards and metal detectors. Andy tossed his cellphone, coins, and "golden skeleton" keychain into the dish before passing through. He still beeped. Oh well: he tossed in the little voice recorder he thought he'd be able to smuggle through; he'd even taken out the batteries and handed them to John for safe keeping. The damn thing still beeped! A thorough frisking and wanding was in order.


Somehow, though, only his cell phone was taken by a Dow guard, in case it had a camera function; the voice recorder remained in the dish. Andy took it back after his frisking, got the batteries from John in the bathroom and reinserted them.


It was soon very clear that many of the guards knew who we were. "Loved your movie," one of them pointedly said to Mike as we entered the meeting.


It suddenly occurred to us that we just might be the cause of all this nonsense. After all, we had caused their stock to lose billions in 20 minutes.... Dow was legally required to let us into the meeting since we were officially speaking on behalf of some actual shareholders, but they must have resented the extra expense of having to provide entertainment for guards.


The meeting was every bit as dull as one might expect. We sat with about two thousand others at the lovely Midland Center for the Arts, facing a row of chairs at which the Dow board were seated. Chair of the Board William S. Stavropoulos officiated. He began by advising shareholders to vote against a resolution discouraging Dow's continuing emphasis on the production of toxic materials. Then CEO Andrew Liveris presented a Powerpoint presentation. Dow is number 34 on the fortune 500. That's bigger than Microsoft! Dow's profits are up 26% in the first quarter. That's worth more than a billion! Dow is doing really, really great! Finally, Liveris explained that sustainability is a "cornerstone" of Dow's business. Towards that end, they are supporting Jean-Michel Cousteau's Ocean Futures society! Jean-Michel is the son of Jacques Cousteau! Jacques Cousteau meant a tremendous amount for the world's oceans! Dow's proud to be such a good corporate citizen!


Then the votes were counted. (Really the votes had already been counted. Not a soul raised a hand; the voting part was just ritual.) 43 million shares voted to consider the effects of toxic chemicals, 500 million shares against. Another example of Dow's trademark "cornerstone" sustainability. But as Cousteau might say, tell it to the fish.


The regular meeting was adjourned, but everyone stuck around for the SEC-mandated question-and-answer period. This year, questions were limited to two minutes rather than the usual three.


In an unprecedented move, Stavropoulos tried to pre-empt questions about Bhopal by giving a lengthy lecture on the subject. The lecture was similar to what one can read on Dow's website, with some unusual details. For one thing, he proudly noted that Dow has generously funded a "state-of-the-art museum [sic] for the victims" of Bhopal. He also addressed the question of former Union Carbide CEO Warren Anderson's criminality by noting that the US government hasn't extradited him to India, where he's wanted - so it must be okay!


Stavropoulos's attention to Bhopal was extraordinary, considering that the company insists it bears no responsibility, and considering that it has successfully repelled a shareholder resolution on the matter and faces no concrete threat on the issue. In essence, Stavropoulos stood there for a full ten minutes exclaiming "Out, damn spot!" before 2000 shareholders, for no apparent reason.


John noted afterwards that Stavropoulos seemed to be addressing each of the points that "Jude Finisterra" had made as Dow representative in December. At first Andy and Mike were incredulous - but the attention to Anderson's extradition did seem odd, come to think of it.... And if all the unprecedented security did have something to do with us, then why not this?


A series of shareholders stood up and made comments. Some talked about local dioxin contamination around Midland's Titabawasee River. A representative from Amnesty International discussed Dow's role in Bhopal as a human rights problem. And several other shareholder groups, including some groups of nuns, spoke on issues ranging from genetically modified crops to long-term contamination of Midland's Tittibawassee river.


Then it was Andy's turn at the microphone. He had written his name down on the speaker card as "Jude Finisterra," which is what the usher called out. "Our next question is from Jude Finisterra, a proxy," she said. "The topic is windfall profits."


"Hello Bill, shareholders," "Jude" said. "We made an incredible $1.35 billion this quarter. That's really terrific. But you know, for most of us, that'll just mean a new set of golf clubs. I for one would forego my golf clubs this year to do something useful instead - like finally cleaning up the Bhopal plant site, or funding the new clinic there.


"Bill, will you use Dow's first-quarter profits to finally clean up Bhopal?" Dow Chairman Bill Stavropoulos responded to "Finisterra's" suggestion with a curt dismissal.


Then it was Mike's turn. He struggled to the microphone in his neck brace. As soon as he opened his mouth, it was clear this guy was no Jude Finisterra!


"Great job on the profits! I applaud your efforts." Mike started clapping. Eight times, while thousands sat silently watching. He finally gave up and resumed. "Great profits. Now I wanna see you use them to go after some of the creeps who are tarnishing Dow's good name! I'm looking around and most of the questions are from people who don't like Dow. Let's do something about that. We need to get aggressive!


"Of course you can’t exactly broadside a bunch of nuns with a twenty-gun shoot, and you can't just kick a disabled kid in the head - but at least you could take care of hooligans, like that guy who went on the TV news to announce that Dow was liquidating Union Carbide. That made a serious stock bounce, and I for one was freaked out! I'll bet a lot of you were! So, Mr. Stavropoulos, are you going after that criminal? And if not, why not?"


Stavropoulos said one brief sentence in response: "If you can tell us who that guy is. Next question?" (At least one reporter in attendance didn't realize the guy in the neck brace wasn't an authentic, angry Dow shareholder.)


Leaving the Midland Center for the Arts, we're scrutinized by men on the roof with binoculars. Still not paranoid, we decide to go do some Dow tourism, and head over to the main Dow complex on Saginaw Road. We pull into one area and take pictures of a lovely sign.


Within seconds up pull four or five Dow security cars, followed by a supervisor (with a Homeland Security lapel pin). "We have the Yes Men in the Toyota," one of them radios in. Soon the real police arrive, followed by one of the Dow "Public Affairs" men we'd seen at the Center for the Arts. "What's your policy?" one of the policemen asks the Public Affairs guy.


"Detonation," we briefly imagine the Dow guy will say, and that will be that. But they let us go after calling in our driver's license numbers. Perhaps they've had enough procedural hassles for a day...


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