Mr. HOCKER. I don't think it would have any problem, Mr. Chairman, in making that requirement applicable in such instances where the amount of the investment is material. Again focusing on Newmont and American Metal Climax, it is my understanding that those investments are highly significant, but that those investments predate the announcement of the policies to which we are referring.

Mr. DIGGS. Well, I don't think that is relevant, nor do I think that the size of an investment is relevant.

Either there is a basis for trying to protect the public, which is the mission of your agency, or there is not any basis for it. And if there is a basis, then it would appear to me that such a requirement ought to be instituted.

I know you are not the policymaker in this instance, so I am not going to press you further on that particular matter.

Mr. HOCKER. I want to consider your views, Mr. Chairman.

Mr. DIGGS. Let's talk about Government agencies that the Commission has consulted on the question of Namibia.

Could you tell us something about that? You have already referred to State. Have you consulted other agencies?

Mr. HOCKER. Not to my knowledge, sir.

Mr. DIGGS. How does this consultation take place? Does it come up through some interagency meeting or is it informal, or at what level?

Mr. HOCKER. What existing machinery do we have for consultation, what machinery do we have for keeping ourselves generally informed with respect to attitudes and activities of the Department of State. With respect to the second, the Commission in January of 1973 created the Office of International Corporate Finance in the Division of Corporation, Finance, and one of the duties of Mr. Bodolus, who is here with me today, is to keep himself informed with respect to developments at the Department of State as well as elsewhere which might relate to the work and activities of the Securities and Exchange Commission.

Mr. DIGGS. I am interested in knowing about these consultations and the nature of them within State.

You mentioned the International Monetary Division, did you say? I didn't quite understand that.

Mr. HOCKER. Yes, sir. The Office of International Corporate Finance. This is an office, I would describe it at a medium supervisory level in the Commission. It is a staff function in our division.

That office does not carry forward any specified or routine meetings with groups of people, but rather deals with matters which come up and studies which are carried on.

Mr. DIGGS. In order to understand if there is a meaningful dialog, the subcommittee has to know who we are talking about. Now we are talking about some very serious political questions here. Is there a consultation?

Has there been consultation with the Africa Bureau? Has there been consultation with the Southern African Division of the African Bureau?

Has there been consultation at the assistant secretary level or at the under secretary level, or is it just sort of a dialog at the staff level which, knowing how the system operates, would not be considered

in a way that would impact upon any policy? They would simply say, "Well, they are not really serious about this whole matter."

Mr. HOCKER. Mr. Chairman, I think it has been a contact at a low level. I am not at all clear that the SEC carries on very many matters which would require discussions since we are not concerned with making foreign policy, and we really take and follow directional policy as established by State.

Mr. DIGGS. Do you think we will have another Newmont? Have you set up some kind of mechanism which will avoid that fiasco? Mr. HOCKER. I feel sure we have, sir. You are referring to the matter of last year?

Mr. DIGGS. That is right.

Mr. HOCKER. I might point out that the proxy material has gone through this year, and there was no similar matter that came up. Mr. DIGGS. Any stockholder resolutions for this year?

Mr. HOCKER. In Getty Oil, sir, and that, it is my understanding, will appear in the proxy material of the Getty Oil Co.

Mr. DIGGS. You have a record, of course, of all the stockholder resolutions that have been submitted on Namibia?

Mr. HOCKER. I am sure we do. I have an enumeration with me, sir, and I could provide that.

Mr. DIGGS. Thank you.

We would like a detailed breakdown of all stockholder resolutions. that have been submitted from 1970 to date on Namibia and the result of these.

Mr. HOCKER. Yes, sir.

[The information requested follows:]

SHAREHOLDER PROPOSALS RELATING TO SOUTH AFRICAN COUNTRIES, 1970-74, WHERE MANAGEMENT OPPOSED INCLUSION OF PROPOSAL IN PROXY MATERIAL

[Prepared by Division of Corporation Finance, Securities and Exchange Commission, Apr. 21, 1974]

posals relating to South Africa.

Summary of proposal

Date of
staff letter

Staff's position

1971-Honeywell, Inc.

Charles A. Pillsbury, Frederick W. Resolved that the management cease all business with any Mar. 17, 1971 Staff indicated that no objection would be raised if the pro-
Smith.

posal were omitted under (c)(1) because of its mandatory form; even if the form were revised, the proposal would be omissible under (c)(5).

(1) Recommend that the Board establish a committee to Feb. 27, 1971 Management objected only to the fact that the "whereas"

1971-Gulf Oil Corp..

South African Task Force of the
United Presbyterian Church.

clauses, together with the supporting statements, ex-
ceeded 100 words. Div. agreed with management but gave
proponents a reasonable time to revise or delete the where-
as clauses.

Council for Christian Social Action of Resolved that the Board shall provide a full written report Feb. 24, 1972 Staff did not agree with management's reasons for omission, the United Church of Christ.

1972-Gulf Oil Corp......

1972-I.B.M.

David Robinson.

to the shareholders on the involvement of the corporation
in Angola.
Resolved that the company shall no longer sell or lease its Feb. 14, 1972 Staff indicated that it did not disagree with management's
products to any agency of the Government of the Republic
of South Africa.

position that the proposal could be omitted under (c)(1)
because of its mandatory form; even if the form were
revised, the proposal would be omissible under (c)(5).
1972-Newmont Mining... Episcopal Churchmen for South. (1) Resolved that Newmont recognize the United Nations as Mar. 16, 1972 (1) Staff stated that no objection would be raised if the pro-
Africa
posal were omitted under (c)(1) because of its mandatory
revised, the proposal
form; even if the form were revised, the proposal would
be omissible under (c)(5).

the lawful authority in Namibia by (a) negotiating with the
U.N. the establishment of the right of Newmont to a con-
tinuing presence in Namibia; (b) suspending all corporate
operations in Namibia until said negotiations have been
concluded; and (c) not cooperating with the administra-
tion of Namibia by South Africa in such matters as the
payment of taxes, etc.

(2) Resolved that Newmont place all net profits from opera-
tions of Tsumeb Corp. into an independently administered
trust fund, to be held until the U.N. becomes the de facto
legal authority of Namibia and passes upon the propriety
of those profits.

(2) Same as (1) above.

(3) Resolved that the Board shall provide a full written Mar. 16, 1972 (3) Staff did not agree with management's reasons for report to the shareholders on Newmont's involvement in Namibia and South Africa.

omission, provided the proposal was revised to consist of a recommendation or request and funds to prepare the report were limited to reasonable amounts, as determined by the Board, and the information to be made available was restricted to that not deemed privileged for business or competitive reasons.

Request that the Board provide a full written report to the Jan. 31, 1973 Staff took a no-action position with respect to the omission shareholders on the involvement of the corporation in the Republic of South Africa.

of the proposal on the ground that it was not timely received by the company pursuant to rule 14a-8(a)..

Request that the Board amend the Certificate of Incorpora- Mar. 20 1973 Staff did not agree with management's reasons for omission. tion to state that the corporation shall not conduct or be part of any operations in Namibia and shall use its best efforts to see to it that present operations in Namibia in which it has an interest are wound up. Same proposal as above..

Mr. DIGGS. Now, you said that you used the guidelines set forth by the State Department. Do you feel that you are bound by U.S. foreign policy in this area?

Mr. HOCKER. Yes.

Mr. DIGGS. Do you really feel that you should adhere or must adhere to U.S. policy on Namibia?

Mr. HOCKER. Yes, sir.

Mr. DIGGS. I would like to turn momentarily to the Department of State, Mr. Kaiser, and then come back to you.

What protests have we made to the South African regime over the past 2 years about their occupation of Namibia?

Is there any documentation of that which could be provided? Mr. KAISER. I think in the last 2 years, Mr. Chairman, there are the representations that have been made to the Republic of South African Government that have dealt with particular matters of detentions and floggings, this type of event.

These are, of course, a matter of record within the Department. We do have records of this.

Mr. DIGGS. Well, here again, I am sort of interested in essence, as in the same context that I was questioning the Securities Commission representative, namely, some more specificity regarding these protests-what is the form that they take. As you know, there are protests and there are protests.

I have seen it happen too many times that people protest and, by a gesture or a word, indicate that they are really not serious about their protest.

That is why it is difficult for the subcommittee to accept just a statement that protests have been made because, unless we know something about the nature of the protest, something much more definitive, then we really can't measure how emphatic or effective or creative such a protest has been.

I am trying to establish for, the benefit of the U.S. image, some credibility.

Mr. KAISER. Mr. Chairman, I think your point is quite well taken. We do have on record both reports of meetings as well as the written notes that have been hand exchanged with the South African Government, and these do, I believe, portray the seriousness with which the U.S. Government has viewed some of these incidents to which I referred, both in the statement and in answer to your question, sir.

Mr. DIGGS. Mr. Wachholz raised several questions in our past hearings, and I was particularly interested in knowing what we were doing to try to get answers to those specific questions about David Meroro and other SWAPO leaders and about the medical treatment and provisions for them to answer charges. Just a whole series of questions, the procedure by which they are being held and all the rest, were raised by this witness in our last hearing, and I guess it is related to the question because, if you are really protesting, then the questions would have to be really that specific.

Mr. KAISER. Mr. Chairman, we share completely your concern and that of other interested parties in recent events in Namibia, particularly with regard to David Meroro and some of the other youth leaders.