In addition, ECSA may, in some instances, provide its own form of proxy concerning its proposed resolution which may be executed and returned to ECSA. Any person giving a proxy may revoke it at any time prior to its exercise either by giving notice of revocation to the Secretary of the Corporation or by executing and returning a subsequently dated proxy. The effect of a shareholder executing and returning ECSA's form of proxy after he has already executed and returned the Corporation's proxy will be to revoke his prior proxy solely as to ECSA's proposal and will not have any effect on the other matters on which the shareholder has already voted via the Corporation's proxy. Each share is entitled to one vote. The vote of a majority of those shares voting will be necessary to approve ECSA's resolution. The number of shares entitled to vote will be found in the Corporation's Proxy Statement. The record date for determining which security holders are entitled to vote at the annual meeting is also to be found in the Corporation's Proxy Statement. Any proxies which ECSA receives will be voted at the meeting in accordance with the directions given by the shareholder.

PURPOSE OF SOLICITATION

ECSA is furnishing this Proxy Statement in order to solicit support for a resolution which it intends to present at the Corporation's annual meeting. The resolution asks that the Board of Directors of the Corporation provide the shareholders with information regarding the Corporation's interest in the Tsumeb Corporation in Namibia (South West Africa) in which the Corporation has a 29.2% interest. The information requested pertains to the history of the Corporation's involvement with Tsumeb Corporation; relations with employees, specified by race; and relations with the government of the Republic of South Africa which controls the territory of Namibia.

Namibia is a territory lying on the South Atlantic coast of the African continent, some 318,000 square miles in extent, or about the size of California, Oregon and Washington State put together. Its population is about three-quarters of a million black Africans, a few thousand Coloured people of mixed race and some 95,000 whites, these last controlling the commerce, industry, wealth and politics of the territory.

The lawful authority in Namibia is the United Nations. But the territory is occupied by the government of the Republic of South Africa in defiance of the United Nations.

Namibia (then known as South West Africa) was part of the German Empire, having been allotted the Kaiser's government following the Berlin Conference of 1885. During World War I, South African troops-then under the British flagdefeated the German troops there. In 1920, Namibia was placed under the League of Nations Mandate system and the Mandate was conferred on the British Crown to be administered by the then Union of South Africa.

The terms of the Mandate contained the provision that "the Mandatory shall promote to the utmost the moral well-being and social progress of the inhibitants of the territory" in accordance with the League Covenant which directed "there shall be applied the principle that the well-being and development of such peoples form a sacred trust of civilization".

South Africa (which became a Republic outsid, the British Commonwealth in 1961) has refused to recognize the United Nations as the successor to the League of Nations and has virtually incorporated Namibia, despite persistent United Nations resolutions and advisory opinions of the International Court of Justice. South Africa has not allowed Namibians to petition before the United Nations and has refused to render annual reports on its administration of the territory, as required by the Mandate.

On July 18, 1966, the International Court of Justice, after six years of argument and by an 8 to 7 vote, dismissed a case against South Africa for its governance of Namibia. South Africa took this non-judgment as a vindication for its occupation and has extended its control over and its apartheid laws into Namibia.

On October 27, 1966, the General Assembly of the United Nations, by a vote of 114 to 2 (the United States of America concurring; South Africa and Portugal only voting "No") terminated the Mandate for South Africa and itself assumed that trust. The U.N. set up an eleven-member body, the Council for Namibia, to administer the territory, but that Council has not been able to exercise its authority in Namibia because of South Africa's adamant stand.

In January, 1970, the Security Council of the United Nations reaffirmed the inalienable right of the people of Namibia to freedom and independence and declared the presence of South African authorities in Namibia to be illegal. The United States of America voted "Yes".

On May 20, 1970, the United States Ambassador to the United Nations stated: The United States will henceforth officially discourage investment by U.S. nationals in Namibia.

Export-Import Bank credit guarantees will not be made available for trade with Namibia.

U.S. nationals who invest in Namibia on the basis of rights acquired through the South African Government since adoption of General Assembly Resolution 2145 (October 27, 1966) will not receive U.S. Government assistance in protection of such investments against claims of a future lawful government of Namibia.

The United States will encourage other nations to take actions similar to these.

On June 21, 1971, the International Court of Justice handed down on advisory opinion, declaring South Africa's presence and administration in the territory of Namibia to be illegal and that member states of the U.N. are obliged to recognize that illegality and "to refrain from any acts and in particular any dealings with the Government of South Africa implying recognition of, or lending support or assistance to, such presence and administration".

On October 20, 1971, the Security Council of the United Nations-the United States concurring, endorsed this opinion of the World Court.

Namibians-those in exile, whether associated with active liberation movements or not, and those within the territory-hailed the World Court decision and there began a surge of Namibian nationhood which continues to grow.

On June 30, 1971, two black Lutheran leaders, Bishop Leonard Auala and Moderator Paulus Gowaseb, on behalf of their almost 300,000 adherents, issued an Open Letter to South African Prime Minister Balthazar Johannes Vorster. They listed the grievances of the Namibian people: intimidation by racist policies; denial of free speech, movement and voting rights; forced separation by tribal groups; the contract labor system-widely practiced in the territory by industrial, commercial and farming interests of the white minority-which separates black men from their wives and families. Bishop Auala and Moderator Gowaseb also called on South Africa to work with the lawful authority-the United Nationsto bring about independence for their country.

Opposition to foreign rule surfaced again in a general strike by contract laborers on December 13, 1971, which forced the closing down of enterprises and services throughout the territory-among them the operations of Tsumeb Coproration. In all, 13,000 workers returned to Ovamboland, an area in northern Namibia which had been designated a "Homeland" by the South African government.

South African police reinforcements and army troops (this latter a violation of the Mandate) were rushed into Ovamboland to stem the rising tide of expression by the Namibian people. Twelve workers' leaders were put on trial in Windhoek, capital of the territory, for the crime of withholding their labor and for allegedly intimidating others to do so.

On January 20, 1972, the South African Minister of Bantu Administration and Development announced that a new labor system had been introduced, by a "treaty" between his government and black legislative councilmen of Ovamboland and neighboring Kavango. Workers and their strike leaders were not consulted. However, the day before the "treaty" signing the South African government officials did consult with representatives of white mining, farming and commercial interests.

The Right Reverend Colin O'Brien Winter, Anglican bishop in Namibia and a citizen of the United Kingdom, and three associates-among the very few whites in the territory openly supportive of the Namibian people-were ordered out of Namibia on March 4, 1972. Both Bishop Winter and New York City Judge William H. Booth (who attended part of the trial of the twelve workers' leaders as an observer for the International Commission of Jurists) testify to the ongoing determination of the Namibian people for independence and to the fact that rather than being content with some superficial changes to the contract labor system the black workers of Namibia are continuing their resistance to a form of serfdom which is an anachronism in the world today.

The United Nations Security Council spoke once more about Namibia on February 4. It instructed Secretary General Kurt Waldheim to contact all parties concerned to establish conditions to enable the people of Namibia to exercise their right to self-determination and independence. The Secretary General did visit Namibia and was presented with petitions by the coalescent National Convention of Namibia, representing black and brown Namibians.

The Security Council passed another resolution on February 4. This condemned the repression of workers and called upon ". . . all States whose nationals

and corporations are operating in Namibia . . . to use all available means to ensure that such nationals and corporations conform in their policies of hiring Namibian workers to the basic provisions of the Universal Declaration of Human Rights."

This Declaration speaks to a vast range of freedoms: choice of employment; protection against unemployment; equal pay for equal work; just and favourable remuneration; welfare and standards of living; the right to organize trade unions; life, liberty and security of persons.

The Namibian people are struggling non-violently for their independence, after living for almost a century under foreign domination, exploitation and military control, under conditions which far exceed those suffered by the inhabitants of the American colonies.

It is not in accord with the declared purposes of the American nation that any person or entity of this country take part in or profit from such conditions which obtain for the Namibian people today.

RESOLUTION SPONSORED BY EPISCOPAL CHURCHMEN FOR SOUTH AFRICA

Whereas, some stockholders believe from information now publicly available that United States corporations should no longer conduct business in Namibia (South West Africa), where the Republic of South Africa continues to administer that territory in defiance of the United Nations and the opinion of the International Court of Justice;

Whereas, specific information is vital for stockholders to make an informed decision about this Corporation's involvement in Namibia and South Africa; Whereas it is the right of a stockholder to have access to information about the Corporation's business unless it would injure the competitive position of the company: Therefore be it

Resolved, That the shareholders request the Board of Directors to provide a full written report to the shareholders within four months of the date of the 1972 annual meeting on the Corporation's involvement either directly or indirectly through its subsidiaries and affiliates in Namibia and South Africa. This report shall include the following items, provided that information directly affecting the competitive position of the Corporation may be omitted and further provided that the Board need not spend funds in excess of what is reasonably necessary to compile the report:

I. HISTORY

a. A history of the Corporation's involvement in Namibia and South Africa since 1948, including: (1) the legal form of ownership of the operations conducted by the Corporation, its subsidiaries and/or affiliates; (2) annual investment of capital broken down by sources within and without Namibia and South Africa; (3) annual profits with detailed statements of supporting data; (4) numbers of employees broken down by race (Africans, Asians, Coloureds, Whites); (5) contractual relations with the South African government; (6) taxes paid to the South African government.

b. A listing and explanation of political, educational and charitable grants and gifts made since 1948 by the Corporation, its affiliates and/or subsidiaries within or for the benefit of Namibia, Namibians, South Africa or South Africans.

II. RELATIONS WITH WORKERS

a. A detailed listing of current wages and employee benefits by functional job description comparing African, Asian, Coloured and White workers, A summary and comparison of wage rates, fringe benefits and promotions since 1948 for each category of employees by racial grouping.

b. A description of grievance procedures and of Work Committees, if any, for African and other non-white workers and of any trade union contracts or informal understandings which restrict employment possibilities for African, Coloured or Asian employees.

c. A description, broken down by race, of technical training, general education, legal assistance, housing or other programs provided by the Corporation for workers or their families.

d. A description of any investment or plans for investment by the Corporation, its affiliates and/or subsidiaries in the "Border Areas" or Homelands proper.

e. A detailed description of the policy and practice of the Corporation, its affiliates and/or subsidiaries as to the recruitment of management and workers from outside of South Africa or Namibia for work within South Africa or Namibia.

III. RELATIONS WITH THE GOVERNMENT

A description and explanation of those South African laws which the South African government enforces or attempts or purports to enforce so as to directly affect the employment practices of the Corporation, its affiliates and/or subsidiaries and the working conditions under which African, Coloured and Asian workers labor; a statement regarding the compliance or non-compliance with these laws by the Corporation, its affiliates and/or subsidiaries; and a summary of those actions which the Corporation, its affiliates and/or subsidiaries have taken to avoid the effect of these laws or to bring about their repeal or modification.

STATEMENT

For some shareholders, the Corporation's substantial investment, through Tsumeb Corporation, in mining operations which are a major force in the economy of Namibia (South West Africa), is a matter of grave concern. This proposal is designed to provide basic data essential to an informed shareholder electorate in order to enable it to evaluate the extent of the Corporation's involvement in Apartheid in Namibia or South Africa, its effect on the lives of black and brown employees and the value in the long run of the Corporation's investment.

RESOLUTION FILED WITH AMERICAN METAL CLIMAX, INC. BY EPISCOPAL CHURCHMEN For South Africa, a ShareHOLDER, 1973

Whereas, the United States Government has declared that its policy is to discourage any further investments in Namibia (South West Africa); and Whereas, such investment serves to strengthen the illegal control the South African Government maintains over Namibia and increases South Africa's vested interest in continuing its occupation of Namibia: Therefore, be it

Resolved that the stockholders request the Board of Directors to adopt appropriate resolutions to initiate the process of amending the Certificate of Incorporation of the Corporation by adding the following new subparagraph at the appropriate place:

"Notwithstanding the foregoing, the Corporation shall not conduct or be part to any operations in Namibia (South West Africa), either directly or through subsidiaries or affiliates, and shall use its best efforts to see to it that present operations in Namibia (South West Africa) in which it has an interest are wound up."

STATEMENT SUPPORTING RESOLUTION FILED WITH AMERICAN METAL CLIMAX, INC. BY EPISCOPAL CHURCHMEN FOR SOUTH AFRICA, A SHAREHOLDER, 1973 The South African Government refuses to yield control over Namibia (South West Africa) to the United Nations, the lawful authority. The United Nations in 1966 terminated a League of Nations mandate by which South Africa had governed Namibia. Since then resolutions of the General Assembly and the Security Council and an advisory opinion of the International Court of Justice have consistently sustained the United Nations' lawful right in Namibia. The United States Government has accepted the World Court decision and has stated a policy of discouraging further investments in Namibia. The Corporation is part owner of Tsumeb Corporation, one of the largest investors in Namibia, which pays taxes to and accepts the racially discriminatory laws of South Africa in Namibia. Such cooperation presents a danger to the Corporation by involving it in direct support of an illegal regime and the use of forced labor.

Mr. DIGGS. Mr. Kaiser, would you get the Department to state its views also; that is, with respect to G.A. Resolution 2145 in terms of the legal status of investments before G.A. Resolution 2145 and also the legal status of investments in connection after that period, particularly after 1971, the legal status of expanded investments since G.A. Resolution 2145, and any new interest acquired since 1966 by companies already in Namibia before that time.

In other words, what we are trying to do here in addition to other dimensions of our understanding is to see what kind of a legal base the Department sees these countries having in those categories. Mr. KAISER. Yes, sir.

[The information requested follows:]

EXPANSION OF FACILITIES

In May, 1970, the U.S. Government announced that it would henceforth discourage future investment by U.S. nationals in Namibia. This statement, by its terms, would clearly appear applicable to all expansions of facilities since May 1970 even if such expansions took place on concessions granted prior to the adoption of Resolution 2145, October 27, 1966. The May, 1970, statement also announced that U.S. nationals investing in Namibia on the basis of rights acquired through the South African Government since adoption of Resolution 2145 (Oct. 27, 1966) would not receive U.S. Government assistance in protecting such investment against claims of a future lawful government of Namibia. This statement, by its terms, would appear applicable only to investments and expansions thereof based upon concessions granted by the South African Government after October 27, 1966.

Mr. DIGGS. All right. Thank you.

The subcommittee stands adjourned.

Mr. HOCKER. Thank you, Mr. Chairman.

[Whereupon, at 4:25 p.m., the subcommittee adjourned.]