Westar policy raises questions about workers’ voting

? A new Westar Energy policy promising employees who own company stock that their votes will be kept confidential is triggering questions about how the information had been used.

The policy was distributed to Westar employees late last week. It stated that the votes of employee stockholders for the election of directors and other corporate matters won’t be available to any of the company’s officers, directors or employees.

The policy was put in place at the urging of James Haines Jr., who became the company’s chief executive officer in December, said Larry Irick, a vice president at Westar.

“Our intent is to be a model of good corporate governance,” he said.

Irick said that it isn’t illegal to monitor voting records but that it is considered good corporate policy to keep them confidential.

Some Westar employees have long been suspicious that their votes were given to executives such as David Wittig, the company’s former chief executive officer, who used them as a loyalty test.

No proof was ever offered, however. On Tuesday, Irick declined to say whether employee voting records had previously been given to Westar executives or whether the confidentiality of the records had been violated.

“No comment,” he said.

Wittig could not be reached for comment. Neither could James Eisenbrandt, his attorney, who was traveling. Wittig resigned last year after being indicted on bank fraud charges in a real estate transaction unrelated to the company. In addition, a grand jury is investigating Wittig and other Westar executives for the use of corporate aircraft, compensation and other issues.

Westar employees own roughly 1.7 million shares of Westar stock, according to figures provided by the company. They have the privileges of other shareholders to vote on issues such as directors, mergers and executive compensation, which are listed in a company’s proxy statement.

Typically, voting is for the election of directors. Two years ago, for instance, shareholders were asked to re-elect Wittig to another term as a director.

About 1.3 million of the employee shares are in Westar’s 401(k) thrift plan. Vanguard, a mutual fund company, is trustee of Westar’s 401(k) plan. Despite concerns among several Westar employees that voting records on this stock were leaked to company executives, Vanguard insists it does not disclose voting records for any of the 401(k) plans it administers.

“It would be our policy not to disclose,” said John Woerth, a Vanguard spokesman.

In any case, Westar employees also own about 400,000 shares through other corporate plans, including the direct purchase of company stock. Bruce Burns, Westar’s director of investor relations, said the voting records of those shares were not considered confidential until the recent adoption of the policy.

Westar’s proxy votes are sent to Corporate Election Services Inc. in Pittsburgh, which tabulates votes for other companies, as well. Lang Johnston, president of Corporate Election, said that if there was a request for employee voting records, his company checked with the plan’s trustee and followed the plan’s confidentiality policy.

Johnston said that Westar had been a customer for several years but that he had not worked directly on the account and didn’t know whether company executives had requested employee voting records.

“I don’t recall,” he said.

James Zakoura, an attorney for Kansas Industrial Consumers, a group of big Westar customers, said he had always assumed that the voting records were confidential.

“If that’s not the case, I’m shocked,” he said, adding that an investigation would be in order to determine how the records were used.