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Apple Under Pressure from Calpers to Change Director Election Process

Apple Under Pressure from Calpers to Change Director Election Process

Calpers, the California Public Employees’ Retirement System, the largest US public pension fund, is calling for Apple to allow directors to be elected by majority voting. “Apple needs a governance upgrade,” said Anne Simpson, head of corporate governance for Calpers.

The Financial Times reports:

At present, Apple shareholders can only withhold their vote on an election of a director, rather than vote against. If a director is unopposed he only requires one vote in favor to retain the post, irrespective of how many votes are withheld.

The pension fund last year submitted a proposal that Apple adopt majority voting in its annual elections for board members. That was supported by 73 per cent of shareholders who voted last year.

However, the proposal was non-binding and Apple declined to change its voting procedures, nullifying what had had been seen as a victory for shareholder rights. Calpers targeted the company as the most high profile part of a campaign by the three largest US pension funds for shareholder democracy.

Apple is opposing the motion. “The unusual mechanics of California law create the risk that directors who enjoy overwhelming shareholder support may fail to be elected because an insufficient number of shareholders voted in the election,” the company said in its proxy materials sent to investors.

Apple will face additional shareholder proposals asking for more disclosure of political donations and an advisory note on directors pay. In addition, The National Center for Public Policy Research has proposed that Apple supply a “conflict of interest report” listing possible conflicts of interest between the company and its board members.

The group is concerned that the company’s policy on greenhouse gas regulations was developed to personally benefit board member Al Gore, former US Vice President, and global warming activist. The NCPPR said he has “personal financial interests in companies that would profit from government regulation of greenhouse gases.”

Apple said stated it already had adequate disclosure and corporate governance practices in place, and has recommended that investors vote against all the shareholder proposals.