United States Government Accountability Office Report to Congressional Requesters GAO December 2012 REGIONAL ALASKA NATIVE CORPORATIONS Status 40 Years after Establishment, and Future Considerations GAO-13-121 December 2012 REGIONAL ALASKA NATIVE CORPORATIONS Status 40 Years after Establishment, and Future Considerations Highlights of GAO-13-121, a report to congressional requesters Why GAO Did This Study What GAO Found In 1971, the Alaska Native Claims Incorporated under Alaska state law, regional Alaska Native corporations share Settlement Act was enacted to resolve fundamental characteristics, although they have chosen a variety of governance long-standing aboriginal land claims practices. Like other Alaska corporations, the regional corporations are subject to and to foster economic development the state’s corporate laws (with limited exceptions) and are run by an elected for Alaska Natives. This federal law board of directors. Nevertheless, each regional corporation has chosen its own directed that corporations be created organization and governance approach in terms of board operations, executive under Alaska state law, which were to and board compensation, board elections, and shareholder involvement. be the vehicles for distributing the settlement. As directed by the act, Alaska Native corporations are subject to some financial reporting requirements 12 for-profit regional corporations were under federal and state law, but oversight of the reporting is limited. The Alaska established, representing geographical Native Claims Settlement Act generally exempts the corporations from complying regions in the state. Later, a with federal securities laws while requiring them to annually provide a report to 13th regional corporation was formed their shareholders that contains “substantially all the information” required to be to represent Alaska Natives residing included in an annual report to shareholders by U.S. Securities and Exchange outside of Alaska. Eligible Alaska Commission registrants. The Settlement Act does not provide for a federal role to Native applicants who were alive on monitor the corporations’ compliance with this requirement, and oversight by the December 18, 1971, became state of Alaska is generally limited to enforcement of state securities laws and shareholders in the corporations. The proxy regulations. Settlement Act, as amended, authorizes the corporations to provide GAO found that the corporations provide a wide variety of monetary and benefits to shareholders and to other nonmonetary benefits to their shareholders and other Alaska Natives. Monetary Alaska Natives. benefits include shareholder dividends, elder benefits, scholarships, memorial GAO was asked to review these benefits, shareholders’ equity, and charitable donations. Nonmonetary benefits— corporations. This report examines often offered in partnership with village corporations, tribal organizations, and (1) governance practices of the nonprofit organizations within the region—include employment opportunities, regional Alaska Native corporations, cultural preservation, land management, economic development, and advocacy (2) requirements for and oversight of on behalf of Alaska Natives and their communities. the corporations’ financial reporting During this review, GAO identified three questions regarding the ambiguity of practices, (3) benefits provided by the existing federal financial reporting requirements, the role of the federal corporations to their shareholders and other Alaska Natives, and government in maintaining the corporations’ solvency, and the implications of (4) questions to consider for the future. defining who is eligible to be a shareholder. These questions may warrant GAO reviewed relevant federal and consideration and discussion by the federal government, the state, the regional state laws and regulations, as well as corporations, shareholders, or a combination of these entities. the corporations’ annual reports, proxy • Should the “substantially all” federal reporting requirement be clarified and materials, and other documents. GAO overseen? GAO was unable to determine whether the corporations are interviewed representatives from each meeting the “substantially all” requirement in the Settlement Act because the of the 13 regional corporations and phrase is not defined. visited seven of the Alaskan regions. • GAO is making no recommendations in What is the appropriate role of the federal government in maintaining the this report. Responses provided on solvency of Alaska Native corporations? The federal government has behalf of the corporations made intervened in the past to help maintain the financial solvency of the several points about their financial corporations. The 13th Regional Corporation has been insolvent since 2007. reporting and operations that are more • Who should be a shareholder? As authorized by amendments to the fully discussed in the report. Settlement Act, shareholders of 5 of the 13 regional corporations have voted View GAO-13-121. For more information, to issue shares to Alaska Natives born after December 18, 1971, who meet contact Anne-Marie Fennell at (202) 512-3841 certain criteria. In deciding to offer new shares to more people, corporations or [email protected]. and shareholders face a number of considerations such as, potential effects on dividends and shareholder involvement. United States Government Accountability Office Contents Letter 1 Background 3 The Corporations Have Adopted a Variety of Governance Practices 16 The Corporations Are Subject to Some Federal and State Financial Reporting Requirements and Limited State Oversight 29 The Corporations Provide Diverse Monetary and Nonmonetary Benefits to Their Shareholders and Other Alaska Natives 38 Questions to Consider for the Future 48 Agency and Third-Party Comments and Our Evaluation 54 Appendix I Objectives, Scope, and Methodology 58 Appendix II Comments on Behalf of the 12 Regional Alaska Native Corporations 63 Appendix III Comments from Volunteers for the 13th Regional Corporation 68 Appendix IV GAO Contact and Staff Acknowledgments 71 Tables Table 1: Characteristics of the Regional Alaska Native Corporations When Established in the 1970s 7 Table 2: Size and Scope of the 12 Regional Alaska Native Corporations in Alaska 13 Table 3: Regional Alaska Native Corporation Shareholder Demographics as Reported by the Corporations 16 Table 4: Characteristics of the Boards of Directors, Regional Alaska Native Corporations 18 Table 5: Election Information for the Regional Alaska Native Corporations, 2001-2011 24 Table 6: Financial and Dividend Information as Reported by the Regional Alaska Native Corporations, 2010 39 Page i GAO-13-121 Regional Alaska Native Corporations Table 7: Scholarship Information as Reported by the Regional Alaska Native Corporations, 2010 41 Table 8: Employment of Alaska Natives by the Regional Corporations and Their Subsidiaries, as Reported by the Corporations 46 Table 9: New Classes of Shares Authorized by the Regional Alaska Native Corporations 53 Table 10: Regional Alaska Native Corporations and Communities Visited 59 Table 11: Regional Alaska Native Corporations’ Fiscal Years Corresponding to the 2010 Reporting Period 60 Figures Figure 1: The Twelve Geographic Regions for the Regional Alaska Native Corporations in Alaska 5 Figure 2: Examples of Benefits Supported by the Regional Alaska Native Corporations 44 Abbreviations SBA Small Business Administration SEC U.S. Securities and Exchange Commission This is a work of the U.S. government and is not subject to copyright protection in the United States. The published product may be reproduced and distributed in its entirety without further permission from GAO. However, because this work may contain copyrighted images or other material, permission from the copyright holder may be necessary if you wish to reproduce this material separately. Page ii GAO-13-121 Regional Alaska Native Corporations United States Government Accountability Office Washington, DC 20548 December 13, 2012 The Honorable Edward J. Markey Ranking Member Committee on Natural Resources House of Representatives The Honorable Mark Begich United States Senate The Honorable Lisa Murkowski United States Senate On December 18, 1971, the Alaska Native Claims Settlement Act was enacted to resolve long-standing aboriginal land claims and to foster economic development for Alaska Natives.1 This federal law directed that corporations be created under Alaska state law, which were to be the vehicles for distributing the settlement’s land and monetary benefits to Alaska Natives. The Settlement Act permitted the conveyance of about 44 million acres of land to the corporations, along with cash payments of almost $1 billion, in exchange for extinguishing aboriginal land claims in Alaska. As directed by the act, 12 for-profit regional corporations were established representing geographical regions in the state, with each region composed as far as practicable of Alaska Natives who have a common heritage and share common interests.2 In addition, a 13th regional Alaska Native corporation was subsequently formed to represent those Alaska Natives residing outside of Alaska. The Settlement Act was intended to conform “with the real economic and social needs” of Alaska Natives, without establishing any permanent racially defined institutions and without creating a reservation system, 1Pub. L. No. 92-203, 85 Stat. 688 (1971), codified as amended at 43 U.S.C. §§ 1601- 1629h. By settling aboriginal land claims in Alaska,