Update from the Dow Annual Shareholder Meeting
May 10, 2007

Dow Chemical held its annual shareholder meeting on May 10 near their Midland, Michigan headquarters, and once again Amnesty was there along with Students for Bhopal activists, to demand that Dow address its responsibilities in Bhopal. We were joined by several local residents who are fighting to get Dow to clean up high levels of dioxin contamination downstream of Dow's Midland plant.

Holding our signs high we shouted our slogans so loudly that they were impossible not to hear, even on the far side of the parking lot and inside the building:

Most of the Dow shareholders (often former Dow employees who continue to live in the area) had to pass by us on the way in. A few even took the time to read our signs, and several passersby gave us thumbs-up or nods of support. Meanwhile well-dressed men with Dow pins on their lapels - "minders" who follow activist shareholders into the meeting - huddled on the sidelines.

The media was there as well, and both the Midland Daily News and ABC affiliate Channel 12 covered the protest.

• Protesters march at Dow's Annual Meeting, by Kathie Marchlewski, May 11, 2007, Midland Daily News
• Channel 12 television coverage

Where is the human element?

As several activists made their way into the meeting, they were affronted by huge posters proclaiming Dow's new "Human Element" campaign, vivid reminders that Dow would be pulling no stops to convince shareholders of the company's positive impacts on the world. Of course, such hypocrisy was the reason we were there – to point out that Dow's failures to address contamination in Bhopal ran counter to public messages about clean water and human health. Inside the auditorium a bank of television monitors played looped "Human Element" commercials and easels sporting several dozen lined the entire passage into the meeting.

• Press release: Dow Chemical Investors Message to Management: PR Campaign Cannot Gloss Over Suffering of 100,000 People in Bhopal with No Acknowledgment of Corporate Responsibility, December 1, 2006
• Watch a counter-advertisement to Dow's "Human Element" campaign on You Tube

Amnesty's Michigan CAN Coordinator, Neil Sardana, helped organize the protest outside, then attended the meeting where he tabled the resolution on Bhopal on behalf of Amnesty International and the New York City Pension Funds.

• Read Neil's statement about the Bhopal shareholder resolution

Bhopal wasn't the only pressing issue on the ballot this year, and for the first time we linked up with other shareholders who had filed resolutions with Dow on contamination in Michigan and on asthma connected to Dow products. In total, the shareholders who filed the resolutions represent over 6.6 million Dow shares and include the New York City Pension Funds, New York State Common Retirement Fund, Trillium Asset Management, AIUSA, and the Dominican Sisters.

• Press release: Dow Chemical Investors Worth $305 Million Challenge Company on Social and Environmental Catastrophes, May 9, 2007
• Read the shareholder resolution on contamination in Michigan
• Read the shareholder resolution on asthma connected to Dow products

Inside the meeting, Dow management got peppered with questions on all of these issues, hopefully causing at least a few people to think about the double standard of the "Human Element" campaign.

Invoking Dow's supposed commitments to ethical behavior and accountability, Neil Sardana asked:

Dow asserts that it has embarked on an unprecedented campaign of responsibility and accountability for the world's most pressing problems. The very worthy aims of the Human Element Campaign strive to help those who "need help most" and focus on water as the "most important chemical compound for the preservation and prosperity of human life."

Water is important for human life in Bhopal, too, and the fact that the people of Bhopal are forced to drink water that poisons them is a violation of their fundamental human rights.

If our company is dedicated to "a spirit of fearless accountability," we must demonstrate such fearlessness in facing the more than 20,000 people in Bhopal, India who are forced to drink water laced with chemicals that cause cancer, birth defects and brain damage. We must be even more fearless in Bhopal considering that it was our company's wholly-owned subsidiary, Union Carbide, which contaminated the water and which has never cleaned up the site. We should be fearless of judicial process which may hold us accountable for the devastation we know our subsidiary caused.

Mr. Liveris, you have made a bold, applause-worthy statement that "responsibility begins here," and our website boldly claims that we "help those that need it most".

How does Dow reconcile their public commitments to humanity, clean water, and ethical behavior with the decision to let people drink poisoned water in Bhopal?

Ryan Bodanyi from Students from Bhopal used his question to draw attention to a letter between Dow CEO Andrew Liveris and the Indian Ambassador to the United States, Ronen Sen, which raises concerns about Dow's failure to disclose how Bhopal is creating an impediment to the company's expansion in India. He asked:

… Dow recently admitted that its refusal to address Bhopal is undermining its access to the critical Indian market. We obtained private letters from Dow that beg the Indian Government to relieve Dow of Bhopal-related liability and drop all its legal efforts against the company. Yet Dow continues to tell its shareholders that everything is hunky-dory.

Why is Dow lying to its shareholders about its access to the Indian market, and the threat it faces because Bhopalis continue to die? And why is Dow trying to cut dirty background deals so it can run away instead of negotiating a solution with the survivors and cleaning up its mess?

Liveris skirted the issue, claiming that they are optimistic about their investments in India. In April, Amnesty had raised similar issues when we filed a complaint and request for investigation of Dow by the Securities and Exchange Commission (SEC). Dow's response to Ryan's question at the shareholder meeting closely mirrored the company's written response to our SEC complaint, which contained many serious misrepresentations.

• Press Release – Amnesty International Seeks SEC Investigation of Dow Chemical, April 12, 2007
• AIUSA letter to the SEC April 12, 2007
• Dow Chemical response to Amnesty's letter to the SEC, April 25, 2007
• Amnesty addresses misrepresentations in response from Dow, May 7, 2007

The vote– New institutional support for the Bhopal resolution

This was an important year for the Bhopal resolution. Garnering 8.25% on the resolution, we successfully added 2% to the vote from last year - which sounds small but which represents almost 20 million shares (worth more than $860 million).

A huge part of this increase was new support from TIAA-CREF, an institutional investor in Dow Chemical that provides retirement funds for employees of academic institutions and non-profit organizations (including AIUSA), which has built its reputation on the tagline "Financial services for the greater good."

Despite the catchy slogan, Amnesty has been concerned about TIAA-CREF because it does not offer many socially responsible investment options, and historically it has not supported important shareholder resolutions on human rights and environmental issues. This has included past shareholder resolutions filed by Amnesty with Chevron and Dow.

In 2006, Amnesty attended the TIAA-CREF shareholder meeting where we alerted the Board of Trustees about abuses connected to Chevron and Dow, and encouraged them to increase their shareholder activism and offer more socially responsible investment (SRI) options. We have since had further meetings and correspondence with company representatives to discuss specific ways TIAA-CREF could improve its impact, and grassroots SHARE POWER and Students for Bhopal activists have encouraged TIAA-CREF participants to send letters urging support for the Bhopal resolution.

In April 2007, pressure on TIAA-CREF by Amnesty activists culminated when Cambridge, MA Group 133 decided to organize their massive Get on the Bus (GOTB) protest in front of TIAA-CREF's NYC headquarters. In the weeks leading up to the protest we learned that TIAA-CREF had undertaken important steps to meet some of our concerns, better aligning their investments with higher standards of environmental and social responsibility by enacting a comprehensive corporate governance policy which helps guide voting on social and environmental shareholder resolutions. Based on this new policy, we were able to conclude that TIAA-CREF would support the shareholder resolution on Bhopal for the first time!

» Response from John Wilcox, TIAA-CREF Head of Corporate Governance, April 12, 2007 regarding steps taken to address AI concerns

We have all been working very hard to bring new institutional investors – including TIAA CREF – to our side, so that we can ensure Bhopal stays on the shareholder agenda. As one of the top 15 shareholders in Dow Chemical, TIAA-CREF carries enormous weight in signaling that mainstream institutional investors are concerned about the vast risks associated with Bhopal, thereby pushing Dow for greater accountability. Amnesty International commends TIAA-CREF for increasing its commitment to social and environmental stewardship by expanding its policies to support a wider array of social and environmental shareholder resolutions.

In light of TIAA-CREF's positive steps, GOTB decided to focus their Bhopal protest on another large institutional investor based in NYC, JP Morgan Chase. As part of SHARE POWER, Amnesty activists and Bhopal supporters had sent over 2,000 emails and letters to JP Morgan's Chief Investment Officer expressing concern about its shares in Dow Chemical Company – with no response. Though investment companies like JP Morgan are notoriously hard to move on these sorts of issues, we knew we could leverage public commitments to environmental and social stewardship that the company has made, for instance in its guidelines for project finance and in its own corporate operations. Unfortunately these commitments have not yet extended to its asset management business - in other words, the investor has voted against past shareholder resolutions that are about human rights and the environment, including the Bhopal resolution.

A representative from JP Morgan finally contacted us on the morning of the GOTB protest to arrange a meeting. Imagine the impact of what we saw and heard from inside the building during our meeting on April 20th: more than a thousand people spilling out of the police barricades, a sea of voices relentlessly demanding that JP Morgan stand up for justice in Bhopal, and employees, including top executives, creeping up to the windows and out onto the sidewalk to see what all the fuss was about.

We learned that JP Morgan had not yet voted on the Bhopal resolution and were able to arrange a second meeting the following Friday, April 27th, with company leadership directly responsible for determining how the company will vote on proxies. They were receptive to our concerns and the additional information we provided, and assured us an open door of communication on future issues tied to their investments. Unfortunately, we won't be able to confirm their vote on the Bhopal resolution until they report it to the SEC in August, but at the very least we have signaled our significant concern and effectively engaged with the leadership of one of the world's largest investment companies.

Over the coming months, we will be undertaking research to find out which other institutional investors voted yes on Bhopal - hopefully JP Morgan Chase and some of the universities that are part of the SHARE POWER campaign!

More than 1000 protesters gathered outside the JP Morgan Chase Headquarters in NYC on April 20 to demand that the investor vote its Dow shares in support of the Bhopal shareholder resolution.

"JP Morgan, where is your humanity? Stand up for Bhopal! Stop the insanity!"

More than 1000 protesters gathered outside the JP Morgan Chase Headquarters in NYC on April 20 to demand that the investor vote its Dow shares in support of the Bhopal shareholder resolution.

The shareholder resolution on dioxin contamination in Midland, Michigan garnered more than 20% - an unprecedented Dow shareholder vote which sent a clear message to management that greater speed and transparency is required for clean up efforts. The asthma resolution also made a solid showing with almost 7%. Proponents of all three resolutions believe strongly that their concerns are interconnected, and that for Dow to become a truly ethical company – as described in its annual corporate citizenship report – it must address the full range of social and environmental issues. Hopefully, as more attention is paid to the contamination in Michigan, Dow will step up efforts to address its impacts around the globe.

To learn more about how you can help support Bhopal communities by holding Dow accountable, contact corpaction@aiusa.org or join the Corporate Action Network online.