WHEREAS: In 2019, the Business Roundtable, an association of chief executive officers of America’s leading companies, issued a new Statement on the Purpose of a Corporation which emphasized “a fundamental commitment to all of our stakeholders” including employees;

Coupled with a worldwide increased interest in environmental and social considerations, this new focus on “stakeholder capitalism” can be understood to imply that a company’s fiduciaries must address or reflect the interests of all stakeholders;

However, observers have struggled to find evidence that signatories have used the Statement to revise corporate policies or actions. Recently, JUST Capital found that “while 72% of respondents believe corporate leaders are serving shareholders well, only 47% believe they’re having a positive impact on the financial well-being of their workers”;

In 2018, the Accountable Capitalism Act was introduced into the U.S. Congress to combat “America’s fundamental economic problems” such as companies’ failure to reinvest proceeds in their operations, including employees. The Act would require that “boards … include substantial employee participation … ensur[ing] that no fewer than 40% of [a board’s] directors are selected by the corporation’s employees”;

Furthermore, the World Economic Forum has stated that “[i]ssues that were previously considered secondary for CEOs and boards – matters once handled by companies’ stakeholder-relations, philanthropy, and information-technology departments – have become important determinants of firms’ capacity to create and sustain economic value … The talent and motivation of a firm’s workforce, an innovative corporate culture, individual know-how, and data all are becoming increasingly important sources of value”;

Proponents believe that our company can advance long-term value creation through a board that includes non-management employee involvement in company governance.

RESOLVED: Shareholders of Boston Scientific urge the Board of Directors to prepare a report to shareholders describing any benefits to the company related to employee participation in company governance.

SUPPORTING STATEMENT: The report should be prepared within one year, at reasonable cost and excluding proprietary and privileged information. The Board is encouraged to assess:

1. Potential benefits and efficiencies associated with board membership of non-management employees;
2. Comparison of pros and cons of board participation against other options for employee participation in governance such as employee councils, joint labor-management committees, or labor unions;
3. Procedures through which non-management employees could gain nomination to the board, such as allocation of board slots, special nomination processes, and/or changes to corporate articles of incorporation or bylaws that might help accomplish such changes;
4. Any legal, technical, practical, or organizational impediments to non-management employees gaining board seats.

For purposes of this proposal, the term "non-management employees” should be understood to be employees that are neither management nor company executives. 

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