Submitted to Visteon on November 22, 2002 by shareowner Mark Latham:


WHEREAS shareowners should have the right to vote any way they want (except for buying and selling votes);

WHEREAS many individual shareowners lack the time and expertise to make the best voting decisions themselves, yet prefer not to always follow directors’ recommendations, because of possible conflicts of interest;

WHEREAS several institutional investors now publish their voting decisions more than one week before each company’s voting deadline;

THEREFORE BE IT RESOLVED that Visteon Corporation shareowners request the Board of Directors to study and report on the feasibility of enabling shareowners to conveniently imitate an institutional investor’s voting decisions.  So for example, besides being offered a convenient choice of voting the entire proxy as the Board recommends, perhaps shareowners could be offered a similarly convenient choice of voting the entire proxy the same way the Calvert Group votes its shares.

Supporting Statement:

Institutional investors that publish their voting decisions on the worldwide web include:

 - CalPERS (California Public Employees' Retirement System) at

 - Calvert Group at

 - Domini Social Investments at

 - MMA Praxis Mutual Funds at

 - Ontario Teachers' Pension Plan at

 - Pax World Fund at

In particular, Calvert Group and Domini Social Investments published voting decisions for last year’s Visteon Corporation proxy.

One of the main reasons for having shareowner voting at all is that there would be conflicts of interest inherent in leaving all decisions to the Board.  Simply following the Board’s voting recommendations does little to counterbalance such conflicts.  Introducing competing sources of convenient guidance for individual shareowners could help make voting more independent of the Board.

The conflicts of interest among managers, directors and shareowners are described in Robert Monks’ and Nell Minow’s 1996 book Watching the Watchers, along with shareowners’ “free rider” and “rational ignorance” problems.

The potential benefits of this proposal are discussed in the article “The Internet Will Drive Corporate Monitoring” published in the journal Corporate Governance International (June 2000); also available on the web at .