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“This changes everything”? Not in Apple’s board election process

02-03-2012 | Nieuws | Peter van der Werf

Apple has ignored the proposal for directors to be elected by majority vote that was passed at the 2011 AGM. Engagement Assistant Peter van der Werf reveals how Robeco has responded.

At the 2011 Apple AGM, shareholders in the world’s largest computer and consumer electronics producer ratified a proposal by the California Public Employees’ Retirement System (CalPERS) that requested the board to amend the company’s articles of incorporation to adopt majority voting as standard procedure for the election of directors. At present, it uses so-called plurality voting. The proposal was supported by 73.6% of the voting shares.

Fast-forward to the 2012 AGM, which was held on 23 February 2012. In the year since it was accepted, Apple has taken no steps to implement the majority-voting proposal. There’s a certain irony in the company that claims that one of its products “changes everything” dragging its feet and refusing to amend this important corporate-governance measure.

“We hold the members of the nominating and corporate governance committee accountable for this lack of action,” says Peter van der Werf. “We therefore withheld our vote for nominees Millard Drexler, Al Gore and Arthur Levinson at the 2012 AGM, as they were in the relevant positions to carry out this proposal.”

Robeco continues to support CalPERS’ proposal
CalPERS’ proposal was put on the agenda for the second consecutive year. Robeco again voted in favour of the proposal. “We believe that majority voting boosts board accountability and increases our ability as a shareholder to determine who will serve as our representative in the company boardroom,” says Van der Werf.

In general, Robeco encourages greater transparency not only on board activity but also on political donations. Robeco was thus in favour of a second shareholder proposal regarding a report on political contributions and expenditures that was not ultimately voted on at the AGM.

“Apple is trailing behind other S&P 100 companies regarding the disclosure of political donations,” says Van der Werf. He notes that, with the exception of its political-donations policy, the company does not have any other publicly available information on its website.

“Robeco will continue to follow the developments at Apple with great interest, both its performance and developments in the field of corporate governance,” concludes Van der Werf. Here’s hoping Apple starts to “think different”, as the company’s slogan once ran.

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