BNA - Guild News

March 17, 2003

Message From The Guild to BNA Stockholders

You soon will receive your stockholders annual proxy mailer. There are three proposals in it to change BNA’s corporate bylaws. This bulletin deals with one of those proposals that is very important to all BNA employees. It is a proposal which the Guild strongly supports:

Creating A Board Seat for a Non-supervisory Employee

Right now there are two kinds of board seats: one for in-house directors and one for outside directors. This resolution would create a third category, giving rank-and-file employees a guaranteed voice on the board.

Please understand: This proposal would not create a Guild seat. The vote of all Class A stockholders decides who gets the seat—not the vote of Guild members or any other single constituency. Under this proposal, the Board would still nominate candidates for this seat, just as it does for all other seats. In addition to the board’s nominations, however, there also would be a single nomination from the Guild.

This stockholder proposal does not create a seat for a single constituency. No class of employees has a lock on fiscal responsibility or a fair-minded concern for all BNA employees and stockholders. Just as it is unfair to believe that a supervisor on the board cannot represent non-supervisory employees, or that outside directors represent only the marketplace, it’s unfair to believe that a rank-and-file employee on the board would represent only rank-and-file employees.

So, why make any changes? Simply put: to strengthen the board. The Guild agrees with the proponents of this resolution when they say a non-supervisory board member would bring a fresh perspective to the board, and, hopefully, a touch of sunshine in this era of scrutiny and concern about corporate governance.

The vast majority of employees surveyed by the Guild – members and nonmembers — support designating a board seat for nonmanagement employee.

EVERY VOTE IS NEEDED TO MAKE THIS RESOLUTION A REALITY.

FOR THIS STOCKHOLDER RESOLUTION WHEN IT COMES IN YOUR MAIL

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